CARDINAL HEALTH INC
For the period ended Jun 30, 2026. Filed Aug 11, 2026.
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FY2026 · Filed Aug 11, 2026
Contents
Note
- Basis of Presentation and Summary of Significant Accounting Policies
Cardinal Health, Inc. is a global healthcare services and products company providing customized solutions for hospitals, healthcare systems, pharmacies, ambulatory surgery centers, clinical laboratories, and physician offices. We provide pharmaceuticals and medical products and cost-effective solutions that enhance the healthcare system and supply chain efficiency. References to “we,” “our,” "us," and similar pronouns in these consolidated financial statements are to Cardinal Health, Inc. and its majority-owned or controlled subsidiaries, unless the context otherwise requires.
Our fiscal year ends on June 30. References to fiscal 2026, 2025, and 2024 in these consolidated financial statements are to the fiscal years ended June 30, 2026, 2025, and 2024, respectively.
Basis of Presentation
Our consolidated financial statements include the accounts of all majority-owned or consolidated subsidiaries, and all significant intercompany transactions and amounts have been eliminated. The results of businesses acquired or disposed of are included in the consolidated financial statements from the date of the acquisition or up to the date of disposal, respectively. Certain prior year amounts have been reclassified to conform to the current year presentation.
We report our financial 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 Solutions, and OptiFreight® Logistics.
Use of Estimates
Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of financial statements in conformity with GAAP requires us to make estimates, judgments, and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Estimates, judgments, and assumptions are used in the accounting and disclosure related to, among other items, allowance for doubtful accounts, inventory valuation and reserves, goodwill and other intangible asset impairment, vendor reserves, loss contingencies (including product liability and self-insurance accruals), and income taxes. Actual amounts may differ from these estimated amounts.
Cash Equivalents
We consider liquid investments purchased with an initial effective maturity of three months or less to be cash equivalents. The carrying amount of cash equivalents approximates fair value.
Receivables and Allowance for Doubtful Accounts
Trade receivables are reported at their estimated collectible amounts and presented net of an allowance for doubtful accounts of $201 million and $213 million at June 30, 2026 and 2025, respectively. In addition to credit losses, the allowance also includes reserves related to customer disputes and late fees billed to customers, which are recognized within our consolidated statements of earnings as reductions of revenue. An account is considered past due on the first day after its due date. In accordance with contract terms, we generally have the ability to charge customers service fees or higher prices if an account is considered past due. We regularly monitor past due accounts and establish appropriate reserves to cover potential losses, and consider historical experience, pricing discrepancies, the current economic environment, customer credit ratings or bankruptcies, and reasonable and supportable forecasts to develop our allowance for credit losses. We review these factors quarterly to determine if any adjustments are needed to the allowance. We write off any amounts deemed uncollectible against the established allowance for doubtful accounts.
We provide financing to various customers. Such financing arrangements range from 1 year to 5 years at interest rates that are generally subject to fluctuation. Interest income on these arrangements is recognized as it is earned. The financings may be collateralized, guaranteed by third parties or unsecured. Finance notes, net and related accrued interest were $28 million (current portion $3 million) and $32 million (current portion $7 million) at June 30, 2026 and 2025, respectively, and are included in other assets (current portion is included in prepaid expenses and other) in the consolidated balance sheets. Finance notes receivable allowance for doubtful accounts were $7 million and $2 million at June 30, 2026 and 2025, respectively. We estimate an allowance for these financing receivables based on historical collection rates and the creditworthiness of the customer. We write off any amounts deemed uncollectible against the established allowance for doubtful accounts.
Other Receivables
Since February 2025, we have paid approximately $200 million in International Emergency Economic Powers Act ("IEEPA") tariffs, related to products that we source, manufacture or distribute, primarily in our GMPD segment.
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 government, which is included in prepaid expenses and other assets in the consolidated balance sheet. Upon receiving refunds of IEEPA tariffs from the government, we expect to return to those customers the portion of those refunds that reflect the estimated increased prices paid related to IEEPA tariffs.
Notes to Financial Statements
Concentrations of Credit Risk
We maintain cash depository accounts with major banks, and we invest in high quality, short-term liquid instruments, and in marketable securities. Our short-term liquid instruments mature within three months and we have not historically incurred any related losses.
Our trade receivables and finance notes and related accrued interest are exposed to a concentration of credit risk with certain large customers and with customers in the retail and healthcare sectors. Credit risk can be affected by changes in reimbursement and other economic pressures impacting the healthcare industry. With respect to customers in the retail and healthcare sectors, such credit risk is limited due to supporting collateral and the diversity of the customer base, including its wide geographic dispersion. We perform regular credit evaluations of our customers’ financial conditions and maintain reserves for losses through the established allowance for doubtful accounts. Historically, such losses have been within our expectations. Refer to the "Receivables and Allowance for Doubtful Accounts" section within this Note for additional information on the accounting treatment of reserves for allowance for doubtful accounts.
Major Customers
CVS Health Corporation ("CVS Health") is our only customer that individually accounted for at least 10 percent of revenue and/or gross trade receivables in fiscal 2026 and 2025. In fiscal 2024, both CVS Health and OptumRx individually accounted for at least 10 percent of revenue and/or gross trade receivables. These customers were primarily serviced through our Pharma segment. Our pharmaceutical distribution contracts with OptumRx expired at the end of June 2024.
The following table summarizes historical percent of revenue and gross trade receivables from CVS Health and OptumRx:
| Percent of Revenue · Percent of Gross Trade Receivables at June 30 | |||||
|---|---|---|---|---|---|
| 2026 | 2025 | 2024 | 2026 | 2025 | |
| CVS Health | 28% | 30% | 24% | 22% | 26% |
| OptumRx | — | — | 17% | — | — |
We have entered into agreements with group purchasing organizations (“GPOs”) which act as purchasing agents that negotiate vendor contracts on behalf of their members. Vizient, Inc. and Premier, Inc. are ourtwo largest GPO member relationships in terms of revenue. Sales to members of thesetwo GPOs collectively accounted for 29 percent,27 percent, and 16 percent of revenue for fiscal 2026, 2025, and 2024, respectively. Our trade receivable balances are with individual members of the GPO, and therefore no significant concentration of credit risk exists with these types of arrangements.
Inventories
A portion of our inventories (52 percent at both June 30, 2026 and 2025) are valued at the lower of cost, using the last-in, first-out ("LIFO") method, or market. These inventories are included within the core pharmaceutical distribution facilities of our Pharma
segment (“distribution facilities”) and are primarily merchandise inventories. The LIFO method presumes that the most recent inventory purchases are the first items sold, so LIFO helps us better match current costs and revenue. We believe that the average cost method of inventory valuation provides a reasonable approximation of the current cost of replacing inventory within the distribution facilities. As such, the LIFO reserve is the difference between (a) inventory at the lower of LIFO cost or market and (b) inventory at replacement cost determined using the average cost method of inventory valuation.
At June 30, 2026 and 2025, inventories valued at LIFO cost were significantly in excess of the average cost value. We do not record inventories in excess of replacement cost. As such, we did not write-up the value of our inventory from average cost to LIFO cost at June 30, 2026 or 2025.
Our remaining inventory, including inventory in our GMPD segment and certain inventory in our Pharma segment, that is not valued at the lower of LIFO cost or market is stated at the lower of cost, using the first-in, first-out method, or net realizable value. Net realizable value is defined as the estimated selling prices and estimated sales demand in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.
We reserve for inventory obsolescence using estimates based on historical experience, historical and projected sales trends, specific categories of inventory, age and expiration dates of on-hand inventory, and manufacturer return policies. Inventories presented in the consolidated balance sheets are net of reserves for excess and obsolete inventory which were $107 million and $132 million at June 30, 2026 and 2025, respectively.
Cash Discounts
Manufacturer cash discounts are recorded as a component of inventory cost and recognized as a reduction of cost of products sold as inventory is sold.
Property and Equipment
Property and equipment are carried at cost less accumulated depreciation. Property and equipment held for sale are recorded at the lower of cost less accumulated depreciation before the decision to dispose of the asset was made or fair value less cost to sell. When certain events or changes in operating conditions occur, an impairment assessment may be performed on the recoverability of the carrying amounts.
We capitalize project costs relating to computer software developed or obtained for internal use when the activities related to the project reach the application stage. Costs that are associated with the preliminary stage activities, training, maintenance, and all other post-implementation stage activities are expensed as they are incurred.
Depreciation expense is computed using the straight-line method over the estimated useful lives of the assets, including finance lease assets which are depreciated over the terms of their respective lease agreements. We generally use the following range of useful lives for our property and equipment categories:
Notes to Financial Statements
buildings and improvements—3 to 39 years; machinery and equipment—3 to 20 years; capitalized software held for internal use—3 to 7 years; and furniture and fixtures—3 to 7 years. We recorded depreciation and amortization of capitalized software of $589 million, $488 million, and $470 million for fiscal 2026, 2025, and 2024, respectively.
The following table presents the components of property and equipment, net at June 30:
| (in millions) | 2026 | 2025 |
|---|---|---|
| Land, building, and improvements | $2,085 | $1,944 |
| Machinery and equipment | 3,011 | 2,919 |
| Capitalized software held for internal use | 2,036 | 1,940 |
| Furniture and fixtures | 136 | 136 |
| Construction in progress | 698 | 577 |
| Total property and equipment, at cost | 7,966 | 7,516 |
| Accumulated depreciation and amortization | (4,935) | (4,658) |
| Property and equipment, net | $3,031 | $2,858 |
Repairs and maintenance expenditures are expensed as incurred. Interest on long-term projects is capitalized using a rate that approximates the weighted-average interest rate on long-term obligations, which was 5 percent at June 30, 2026. The amount of capitalized interest was immaterial for all periods presented.
Business Combinations
The assets acquired and liabilities assumed in a business combination, including identifiable intangible assets, are recorded at their estimated fair values as of the acquisition date. The excess of the purchase price over the estimated fair value of the identifiable net assets acquired is recorded as goodwill. We base the fair values of identifiable intangible assets on detailed valuations that require management to make significant judgments, estimates, and assumptions. Critical estimates and assumptions include: expected future cash flows for customer relationships, trade names, developed technology, and other identifiable intangible assets; discount rates that reflect the risk factors associated with future cash flows; and estimates of useful lives. When an acquisition involves contingent consideration, we recognize a liability equal to the fair value of the contingent consideration obligation at the acquisition date. The estimate of fair value of a contingent consideration obligation requires subjective assumptions to be made regarding future business results, discount rates, discount periods, and probabilities assigned to various potential business result scenarios. See Note 2 for additional information regarding our acquisitions.
Goodwill and Other Intangible Assets
Purchased goodwill and intangible assets with indefinite lives are not amortized, but instead are tested for impairment annually or when indicators of impairment exist.
Qualitative factors are first assessed to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. There is an option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the quantitative goodwill impairment test. We have elected to bypass the qualitative assessment for our annual
goodwill impairment test in the current year. The quantitative goodwill impairment test involves a comparison of the estimated fair value of the reporting unit to the respective carrying amount.
Goodwill impairment testing involves judgment, including the identification of reporting units, qualitative evaluation of events, and circumstances to determine if it is more likely than not that an impairment exists, and, if necessary, the estimation of the fair value of the applicable reporting unit.
As of June 30, 2026, our reporting units are: Pharmaceutical and Specialty Solutions (excluding Navista & ION and The Specialty Alliance), Navista & ION, The Specialty Alliance, GMPD, Nuclear and Precision Health Solutions, at-Home Solutions, and OptiFreight® Logistics.
Fair value can be determined using market, income, or cost-based approaches. Our determination of estimated fair value of the reporting units is based on a combination of the income-based and market-based approaches. Under the income-based approach, we use a discounted cash flow model in which cash flows anticipated over several future periods, plus a terminal value at the end of that time horizon, are discounted to their present value using an appropriate risk-adjusted rate of return. We use our internal forecasts to estimate future cash flows, which we believe are consistent with those of a market participant, and include an estimate of long-term growth rates based on our most recent views of the long-term outlook for each reporting unit. Actual results may differ materially from those used in our forecasts. We use discount rates that are commensurate with the risks and uncertainty inherent in the respective reporting units and in our internally-developed forecasts. During fiscal 2026, discount rates used in our reporting unit valuations ranged from 8 to 12 percent. Under the market-based guideline public company method, we determine fair value by comparing our reporting units to similar businesses or guideline companies whose securities are actively traded in public markets. We also use the guideline transaction method to determine fair value based on pricing multiples derived from the sale of companies that are similar to our reporting units. To further confirm fair value, we compare the aggregate fair value of our reporting units to our total market capitalization. Estimating the fair value of reporting units requires the use of estimates and significant judgments that are based on a number of factors including forecasted operating results. The use of alternate estimates and assumptions or changes in the industry or peer groups could materially affect the determination of fair value for each reporting unit and potentially result in goodwill impairment.
We performed annual impairment testing in fiscal 2026, 2025, and 2024 for our reporting units. We concluded that there were no impairments of goodwill for the reporting units, excluding Navista & ION and GMPD, as the estimated fair value of each reporting unit exceeded its carrying amount.
During the three months ended March 31, 2026, we recognized a pre-tax impairment charge of $184 million for Navista & ION, which was included in impairments and (gain)/loss on disposal of assets, net in our consolidated statements of earnings. There were no
Notes to Financial Statements
additional impairments recorded during the three months ended June 30, 2026.
During fiscal 2024, we recognized pre-tax goodwill impairment charges related to GMPD of $675 million, which was included in impairments and (gain)/loss on disposal of assets, net in our consolidated statements of earnings. GMPD had no goodwill balance remaining as of March 31, 2024.
There were tax benefits related to the goodwill impairment charges in fiscal 2026 and fiscal 2024, see Note 8 for additional information.
The impairment test for indefinite-lived intangibles other than goodwill involves first assessing qualitative factors to determine if it is more likely than not that the fair value of the indefinite-lived intangible asset is less than its carrying amount. If so, then a quantitative test is performed to compare the estimated fair value of the indefinite-lived intangible asset to the respective asset's carrying amount. Our qualitative evaluation requires the use of estimates and significant judgments and considers the weight of evidence and significance of all identified events and circumstances and most relevant drivers of fair value, both positive and negative, in determining whether it is more likely than not that the fair value of the indefinite-lived intangible asset is less than its carrying amount.
Intangible assets with finite lives, primarily customer relationships; trademarks, trade names, and patents; non-compete agreements and developed technology, are amortized using a combination of straight-line and accelerated methods based on the expected cash flows from the assets over their estimated useful lives. We review intangible assets with finite lives for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Determining whether an impairment loss occurred requires a comparison of the carrying amount to the sum of the future forecasted undiscounted cash flows expected to be generated by the asset group. Actual results may differ materially from those used in our forecasts.
Assets Held for Sale
We classify assets and liabilities (the “disposal group”) as held for sale when management commits to a plan to sell the disposal group in its present condition and at a price that is reasonable in relation to its current fair value. We also consider whether an active program to locate a buyer has been initiated and if it is probable that the sale will occur within one year without significant changes to the plan to sell. Upon classification of the disposal group as held for sale, we test the assets for impairment and cease related depreciation and amortization.
In June 2024, we signed an agreement to sell the West Campus Dublin, Ohio office space. At that time, we met the criteria for the related assets to be classified as held for sale. During fiscal 2025, the purchase agreement was terminated and the related assets were reclassified as assets held for use. We evaluated and recognized an impairment during fiscal 2025.
Investments
Investments in non-marketable equity securities are accounted for under the fair value, equity, or net asset value method of accounting and are included in other assets in the consolidated balance sheets. For equity securities without a readily determinable fair value, we use the fair value measurement alternative and measure the securities at cost less impairment, if any, including adjustments for observable price changes in orderly transactions for an identical or similar investment of the same issuer. For investments in which we can exercise significant influence but do not control, we use the equity method of accounting. Our share of the earnings and losses are recorded in other (income)/expense, net in the consolidated statements of earnings. We monitor our investments for impairment by considering factors such as the operating performance of the investment and current economic and market conditions.
During fiscal 2026, we recognized a pre-tax impairment charge of $122 million related to our equity method investment in Outcomes due to an observed reduction in the estimated fair value of the business, which is included in impairment of equity interest in Outcomes in the consolidated statements of earnings.
Leases
Our leases are primarily for corporate and physician offices, distribution facilities, vehicles, and equipment. We determine if an arrangement is a lease at its inception by evaluating whether the arrangement conveys the right to use an identified asset and whether we obtain substantially all of the economic benefits from and have the ability to direct the use of the asset. Our lease agreements generally do not contain any material residual value guarantees or material restrictive covenants.
Operating lease right-of-use assets and corresponding operating lease liabilities are recognized in our consolidated balance sheets at lease commencement date based on the present value of lease payments over the lease term. Operating lease expense for operating lease assets is recognized on a straight-line basis over the lease term. As most of our leases do not provide an implicit rate, we use our collateralized incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. We use the implicit rate if it is readily determinable.
Our lease agreements contain lease components and non-lease components. For all asset classes, we have elected to account for both of these components as a single lease component. We also, from time to time, sublease portions of our real estate property, resulting in sublease income. Sublease income and the related assets and cash flows are not material to the consolidated financial statements at or for the fiscal years ended June 30, 2026, 2025, and 2024.
We apply a practical expedient for short-term leases whereby we do not recognize a lease liability and right-of-use asset for leases with a term of less than 12 months. Short-term lease expense recognized in fiscal 2026, 2025, and 2024 was immaterial.
Notes to Financial Statements
Our leases have remaining lease terms from less than 1 year up to approximately 16 years. Our lease terms may include options to extend or terminate the lease when it is reasonably certain and there is a significant economic incentive to exercise that option.
See Note 5 for additional information regarding leases.
Vendor Reserves
In the ordinary course of business, our vendors may dispute deductions taken against payments otherwise due to them or assert other disputes. At any given time, there are outstanding items in various stages of research and resolution. In determining appropriate reserves for areas of exposure with our vendors, we assess historical experience and current outstanding claims. We have established various levels of reserves based on the type of claim and status of review. Though the claim types are relatively consistent, we periodically update our reserve estimates to reflect actual historical experience. The ultimate outcome of certain claims may be different than our original estimate and may require an adjustment. Adjustments to vendor reserves are included in cost of products sold. In addition, the reserve balance will fluctuate due to variations of outstanding claims from period-to-period, timing of settlements, and specific vendor issues. Vendor reserves were $76 million and $96 million at June 30, 2026 and 2025 respectively, excluding third-party returns. See "Third-Party Returns" section within this Note for a description of third-party returns.
Distribution Services Agreement and Other Vendor Fees
Our Pharma segment recognizes fees received from distribution services agreements and other fees received from vendors related to the purchase or distribution of the vendors’ inventory when those fees have been earned and we are entitled to payment. Since the benefit provided to a vendor is related to the purchase and distribution of the vendor’s inventory, we recognize the fees as a reduction in the carrying amount of the inventory that generated the fees, and as such, a reduction of cost of products sold in our consolidated statements of earnings when the inventory is sold.
Loss Contingencies and Self-Insurance
Loss Contingencies
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.
In connection with the opioid litigation as described further in Note 7, we recorded pre-tax charges of $5.6 billion during fiscal 2020, which were retained at Corporate. In February 2022, we and two other national distributors announced that each company had determined that a sufficient number of political subdivisions had agreed to participate in the previously disclosed National Opioid Settlement Agreement (the "NOSA") to settle the vast majority of the opioid lawsuits filed by states and local governmental entities. This NOSA became effective on April 2, 2022.
During fiscal 2024, we reached agreements to settle claims brought by classes of third-party payors and acute care hospitals, and the City of Baltimore.
We develop and periodically update reserve estimates for all litigation matters, including the Cordis OptEase and TrapEase inferior vena cava ("IVC") claims received to date and expected to be received in the future and related costs. To project future IVC claim costs, we use a methodology based largely on recent experience, including claim filing rates, blended average payout influenced by claim severity, historical sales data, implant and injury to report lag patterns, and estimated defense costs. At June 30, 2026, we have a total of $29 million accrued for losses and legal defense costs, included in the qualified settlement fund, related to the IVC filter product liability lawsuits in our consolidated balance sheets.
The amount of ultimate loss may differ materially from these estimates. We recognize these estimated loss contingencies, income from favorable resolution of litigation, and certain defense costs in litigation (recoveries)/charges, net in our consolidated statements of earnings. See Note 7 for additional information regarding loss contingencies and product liability lawsuits.
Self-Insurance
We self-insure for employee healthcare, general liability, certain product liability matters, auto liability, property, and workers' compensation. Self-insurance accruals include an estimate for expected settlements or pending claims, defense costs, administrative fees, claim adjustment costs, and an estimate for claims incurred but not reported.
Because these matters are inherently unpredictable and unfavorable developments or resolutions can occur, assessing contingencies and other liabilities is highly subjective and requires judgments about future events. We regularly review contingencies and our self-insurance accruals to determine whether our accruals and related disclosures are adequate. Any adjustments for changes in reserves are recorded in the period in which the change in estimate occurs.
Guarantees
In the ordinary course of business, we agree to indemnify certain other parties under acquisition and disposition agreements, customer agreements, intellectual property licensing agreements, and other agreements. Such indemnification obligations vary in scope and, when defined, in duration. In many cases, a maximum obligation is not explicitly stated, and therefore the overall maximum amount of the liability under such indemnification obligations cannot be reasonably estimated. Where appropriate, such indemnification obligations are recorded as a liability. Historically, we have not, individually or in the aggregate, made payments under these indemnification obligations in any material amounts. In certain circumstances, we believe that existing insurance arrangements, subject to the general deduction and exclusion provisions, would cover portions of the liability that may arise from these indemnification obligations. In addition, we believe that the likelihood of a material liability being triggered under these indemnification obligations is not probable.
From time to time we enter into agreements that obligate us to make fixed payments upon the occurrence of certain events. Such obligations primarily relate to obligations arising under acquisition
Notes to Financial Statements
transactions, where we have agreed to make payments based upon the achievement of certain financial performance measures by the acquired business. Generally, the obligation is capped at an explicit amount. There were no material obligations at June 30, 2026.
Income Taxes
We account for income taxes using the asset and liability method. Deferred tax assets and liabilities are measured using enacted tax rates in the respective jurisdictions in which we operate. We assess the realizability of deferred tax assets on a quarterly basis and provide a valuation allowance for deferred tax assets when it is more likely than not that at least a portion of the deferred tax assets will not be realized. The realizability of deferred tax assets depends on our ability to generate sufficient taxable income within the carryback or carryforward periods provided for in the tax law for each applicable tax jurisdiction and also considers all available positive and negative evidence.
Deferred taxes for non-U.S. liabilities are not provided on the unremitted earnings of subsidiaries outside of the United States when it is expected that these earnings are indefinitely reinvested.
We operate in a complex multinational tax environment and are subject to tax treaty arrangements and transfer pricing guidelines for intercompany transactions that are subject to interpretation. Uncertainty in a tax position may arise as tax laws are subject to interpretation.
Tax benefits from uncertain tax positions are recognized when it is more likely than not that the position will be sustained upon examination of the technical merits of the position, including resolutions of any related appeals or litigation processes. The amount recognized is measured as the largest amount of tax benefit that is greater than 50 percent likely of being realized upon settlement. For tax benefits that do not qualify for recognition, we recognize a liability for unrecognized tax benefits.
See Note 8 for additional information regarding income taxes.
Other Accrued Liabilities
Other accrued liabilities represent various current obligations, including certain accrued operating expenses, accrued rebates, and taxes payable.
Variable Interest Entities
We evaluate our ownership, contractual, and other interests in entities to determine if they are a variable interest entity (“VIE”), if we have a variable interest in those entities, and the nature and extent of those interests. These evaluations may involve management judgment and the use of estimates and assumptions based on available historical information, among other factors. Based on our evaluations, if we determine we are the primary beneficiary of such VIEs, we consolidate such entities into our financial statements.
Consolidated Variable Interest Entities
We consolidate a VIE when we have the power to direct the activities that most significantly impact the VIE’s economic
performance and the obligation to absorb losses or the right to receive benefits of the VIE and, as a result, are considered the primary beneficiary of the VIE.
We have concluded that The Specialty Alliance management services organization ("MSO") and Integrated Oncology Network ("ION") are the primary beneficiaries of certain physician practices and therefore the practices are consolidated as VIEs. The Specialty Alliance and ION VIEs do not have a material impact on our consolidated statements of earnings or consolidated statements of cash flows. Total assets and liabilities included in the consolidated balance sheets for The Specialty Alliance and ION VIEs for fiscal 2026 were $1.2 billion and $1.0 billion, respectively. Total assets and liabilities included in the consolidated balance sheets for The Specialty Alliance and ION VIEs for fiscal 2025 were $711 million and $278 million, respectively.
Noncontrolling Interests
Noncontrolling interests represent the portion of net earnings, comprehensive income, and net assets that is not attributable to Cardinal Health, Inc. Noncontrolling interests as of June 30, 2026 primarily represents third-party equity interests in ION. See Note 2, for additional information on the acquisition of ION.
Share-Based Compensation
Cardinal Health, Inc. Plan
Share-based compensation provided to employees is recognized in the consolidated statements of earnings based on the grant date fair value of the awards. The fair value of restricted share units ("RSUs") is determined by the grant date market price of our common shares. The fair value of performance share units ("PSUs"), which include a market-based condition, is determined using a Monte Carlo valuation model. The key assumptions for the Monte Carlo valuation model are as follows:
| Award Year | Risk-Free Interest Rate (1) | Expected Volatility (2) |
|---|---|---|
| 2024 | 4.66% | 23.99% |
| 2025 | 3.89% | 24.54% |
| 2026 | 3.70% | 23.60% |
(1) Based on the U.S. Treasury yields over a term comparable to the remaining performance period.
(2) Based on historical volatility and implied volatility indications.
The compensation expense associated with nonvested PSUs is dependent on our periodic assessment of the probability of the performance goals being achieved. Based on the extent to which the performance goals are achieved and the Company's total shareholder return ("TSR") relative to the S&P 500 Health Care Index, vested shares may range from zero to 240 percent of the target award amount. Compensation expense is recognized regardless of the extent to which the market-based condition, the Company's relative TSR, is satisfied.
The compensation expense recognized for share-based awards is net of estimated forfeitures and is recognized ratably over the service period of the awards. All income tax effects of share-based awards are recognized in the consolidated statements of earnings as awards vest or are settled. We classify share-based
Notes to Financial Statements
compensation expense in distribution, selling, general, and administrative ("SG&A") expenses to correspond with the same line item as the majority of the cash compensation paid to employees. If awards are modified in connection with a restructuring activity, the incremental share-based compensation expense is classified in restructuring and employee severance. See Note 14 for additional information regarding share-based compensation.
The Specialty Alliance Share-Based Compensation
The Specialty Alliance, a majority-owned subsidiary of Cardinal Health, maintains standalone share-based compensation plans. In connection with the acquisition of physician practices, The Specialty Alliance issues common units in The Specialty Alliance (collectively the “Specialty Alliance Units”) to certain physicians and management. The Specialty Alliance Units contain forfeiture provisions ranging from 36 to 60 months. These forfeiture provisions provide that the unit holders forfeit all or a portion of the Specialty Alliance Units should they leave the Specialty Alliance, except in certain limited situations, effectively requiring the unit holders to stay employed with the physician practice managed by the Specialty Alliance in order to retain all of the granted Specialty Alliance Units during the forfeiture period.
These Specialty Alliance Units are classified as liabilities under Accounting Standards Codification ("ASC") 718 and are included in deferred income taxes and other liabilities in the consolidated balance sheets. The fair value of the vested Specialty Alliance Units with no future service requirement are recorded as an assumed liability at the acquisition date. The fair value of Specialty Alliance Units with a future service requirement are recognized on a straight-line basis over the requisite service period.
The fair value of the Specialty Alliance Units is remeasured at each reporting period using a discounted cash flow method. The compensation costs recognized each period reflects the change in the fair value of the liability for the portion of the awards for which the requisite service has been rendered.
See Note 14 for additional information regarding share-based compensation.
Dividends
We paid cash dividends per common share of $2.04, $2.02, and $2.00 in fiscal 2026, 2025, and 2024, respectively.
Revenue Recognition
We recognize revenue in an amount that reflects the consideration to which we expect to be entitled in exchange for the transfer of goods or services to customers.
Revenue in our Pharma, GMPD, Nuclear and Precision Health Solutions, and at-Home Solutions operating segments is primarily related to the distribution of pharmaceutical and medical products, which include both manufactured and sourced products, and we recognize at a point in time when title transfers to customers and we have no further obligation to provide services related to such merchandise. OptiFreight® Logistics revenue is related to shipping, freight management, and logistics management services. Service revenues are recognized over the period that services are
provided to the customer, reduced by contractual adjustments to third-party payors, discounts and implicit price concessions to customers. Revenues derived from services from all segments are immaterial for all periods presented.
We are generally the principal in a transaction, therefore our revenue is primarily recorded on a gross basis. When we are a principal in a transaction, we have determined that we control the ability to direct the use of the product or service prior to transfer to a customer, are primarily responsible for fulfilling the promise to provide the product or service to our customer, have discretion in establishing prices, and ultimately control the transfer of the product or services provided to the customer.
Sales Returns and Allowances
Revenue is recorded net of sales returns and allowances. Revenues are measured based on the amount of consideration that we expect to receive, reduced by estimates for return allowances, discounts, rebates, and other variable consideration. Sales returns are recorded based on estimates using historical data. Our customer return policies generally require that the product be physically returned, subject to restocking fees. We only allow customers to return products for credit in a condition suitable to be added back to inventory and resold at full value (“merchantable product”) or returned to vendors for credit. Product returns are generally consistent throughout the year and typically are not specific to any particular product or customer.
We accrue for estimated sales returns and allowances at the time of sale based upon historical customer return trends, margin rates, and processing costs. Our accrual for sales returns is reflected as a reduction of revenue and cost of products sold for the sales price and cost, respectively. At June 30, 2026 and 2025, the accrual for estimated sales returns and allowances was $330 million and $447 million, respectively, which is reflected in trade receivables, net and inventories, net in the consolidated balance sheets. Sales returns and allowances were $1.8 billion for fiscal 2026, and $2.2 billion for both 2025, and 2024, and the net impact on net earnings in the consolidated statements of earnings was immaterial in fiscal 2026, 2025, and 2024.
Third-Party Returns
We generally do not accept non-merchantable pharmaceutical product returns from our customers, so many of our customers return non-merchantable pharmaceutical products to the manufacturer through third parties. Since our customers generally do not have a direct relationship with manufacturers, our vendors pass the value of such returns to us (usually in the form of an accounts payable deduction). We, in turn, pass the value received to our customer. In certain instances, we pass the estimated value of the return to our customer prior to our receipt of the value from the vendor. Although we believe we have satisfactory protections, from time to time, we become subject to claims from customers or vendors that our administration of this overall process is deficient in some respect or our contractual terms with vendors are in conflict with our contractual terms with our customers. We maintain reserves for some of these situations based on their nature and our historical experience with their resolution.
Notes to Financial Statements
Shipping and Handling
Shipping and handling costs are primarily included in SG&A expenses in our consolidated statements of earnings and include all delivery expenses as well as all costs to prepare the product for shipment to the end customer. Shipping and handling costs were $1.0 billion, $909 million, and $866 million, for fiscal 2026, 2025, and 2024, respectively.
Restructuring and Employee Severance
Restructuring activities are programs that are not part of the ongoing operations of our underlying business, such as divestitures, closing and consolidating facilities, changing the way we manufacture or distribute our products, moving manufacturing of a product to another location, changes in production or business process outsourcing or insourcing, employee severance (including rationalizing headcount or other significant changes in personnel), and realigning operations (including realignment of the management structure in response to changing market conditions). Also included within restructuring and employee severance are employee severance costs that are not incurred in connection with a restructuring activity. See Note 3 for additional information regarding our restructuring activities.
Amortization and Other Acquisition-Related Costs
We classify certain costs incurred in connection with acquisitions as amortization and other acquisition-related costs in our consolidated statements of earnings. These costs consist of amortization of acquisition-related intangible assets, amortization as a result of basis differences in equity method investments, transaction costs, integration costs, and changes in the fair value of contingent consideration obligations. Transaction costs are incurred during the initial evaluation of a potential acquisition and primarily relate to costs to analyze, negotiate, and consummate the transaction as well as due diligence activities. Integration costs relate to activities required to combine the operations of an acquired enterprise into our operations. We record changes in the fair value of contingent consideration obligations relating to acquisitions as income or expense in amortization and other acquisition-related costs. See Note 4 for additional information regarding amortization of acquisition-related intangible assets.
Translation of Foreign Currencies
Financial statements of our subsidiaries outside the United States are generally measured using the local currency as the functional currency. Adjustments to translate the assets and liabilities of these foreign subsidiaries into U.S. dollars are accumulated in shareholders’ equity through accumulated and other comprehensive loss ("AOCI") utilizing period-end exchange rates. Revenues and expenses of these foreign subsidiaries are translated using average exchange rates during the year.
The foreign currency translation gains/(losses) included in AOCI at June 30, 2026 and 2025 are presented in Note 11. Foreign currency transaction gains and losses for the period are included in the consolidated statements of earnings in the respective financial statement line item.
Interest Rate and Currency Exchange Risk
All derivative instruments are recognized at fair value on the consolidated balance sheets and all changes in fair value are recognized in net earnings or shareholders’ equity through AOCI, net of tax.
For contracts that qualify for hedge accounting treatment, the hedge contracts must be effective at reducing the risk associated with the exposure being hedged and must be designated as a hedge at the inception of the contract. Hedge effectiveness is assessed periodically. Any contract not designated as a hedge, or so designated but ineffective, is adjusted to fair value and recognized immediately in net earnings. If a fair value or cash flow hedge ceases to qualify for hedge accounting treatment, the contract continues to be carried on the balance sheet at fair value until settled and future adjustments to the contract’s fair value are recognized immediately in net earnings. If a forecasted transaction is probable not to occur, amounts previously deferred in AOCI are recognized immediately in net earnings. Interest payments received from the cross-currency swap are excluded from the net investment hedge effectiveness assessment and are recorded in interest expense, net in the consolidated statements of earnings.
See Note 10 for additional information regarding our derivative instruments, including the accounting treatment for instruments designated as fair value, cash flow, net investment, and economic hedges.
Fair Value Measurements
Fair value is defined as the price that would be received upon selling an asset or the price paid to transfer a liability on the measurement date. It focuses on the exit price in the principal or most advantageous market for the asset or liability in an orderly transaction between willing market participants. A three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair values are:
Level 1: Observable prices in active markets for identical assets and liabilities.
Level 2: Observable inputs other than quoted prices in active markets for identical assets and liabilities.
Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities.
See Note 9 for additional information regarding fair value measurements.
Recently Adopted Financial Accounting Standards
Income Tax Disclosure
In fiscal 2026, the Company prospectively adopted ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 improves the transparency of income tax disclosures by requiring, on an annual basis, consistent categories, and greater disaggregation of information in the rate
Notes to Financial Statements
reconciliation, as well as income taxes paid disaggregated by jurisdiction. The new standard did not have an impact on the company's consolidated financial statements but required additional disclosures. See Note 8 for additional information.
Recently Issued Financial Accounting Standards and Disclosure Rules Not Yet Adopted
We assess the adoption impacts of recently issued accounting standards by the FASB on our consolidated financial statements as well as material updates to previous assessments, if any, from our fiscal 2025 Form 10-K.
Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which requires disaggregated disclosures of certain categories of expenses which are included in any relevant income statement expense caption on an annual and interim basis. Additionally, the guidance requires the disclosure of total selling expenses and, in annual reporting periods, an entity's definition of selling expenses. This guidance will be effective in our fiscal 2028 Form 10-K and should be applied on a prospective basis, with retrospective application permitted. We are currently evaluating the impact of adoption of this guidance on our disclosures.
Accounting for Internal-Use Software
In September 2025, the FASB issued ASU 2025-06 Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The guidance amends the accounting and the disclosure of software costs, including website development costs. This guidance will be effective in our fiscal 2028 Form 10-K and may be applied using a prospective, retrospective, or modified transition approach. Early adoption is permitted. We are currently evaluating the impact of adoption of this guidance on our accounting and disclosures.
- Acquisitions
Solaris Health
On November 3, 2025, we, through The Specialty Alliance, completed the acquisition of Solaris Health, a urology MSO, for a purchase price of approximately $1.9 billion in cash, subject to certain adjustments. In connection with the closing of this transaction, we issued common units in The Specialty Alliance to certain physicians and members of management which are estimated to have a grant date fair value of approximately $500 million, a portion of which will be recognized as post-combination expense within acquisition-related cash and share-based compensation costs. We have accounted for the acquisition of the ownership interest in Solaris as a business combination in accordance with ASC 805.
Solaris Health includes more than 750 providers across more than 250 practice locations in 14 states. Solaris Health is part of The Specialty Alliance, our multi-specialty MSO platform, and their
results are reported within our Pharma segment. With the closing of this transaction, we own approximately 76% of The Specialty Alliance.
Transaction and integration costs associated with the Solaris acquisition were $49 million during fiscal 2026.
Advanced Diabetes Supply Group ("ADS")
On April 1, 2025, we completed the acquisition of ADS for a purchase price of approximately $1.0 billion in cash. ADS is part of our at-Home Solutions operating segment and we report ADS results in Other.
Transaction and integration costs associated with the ADS acquisition were $23 million and $31 million during fiscal 2026 and 2025, respectively.
GI Alliance ("GIA")
On January 30, 2025, we completed the acquisition of a 73% ownership interest in GIA, now part of The Specialty Alliance, for a purchase price of $2.8 billion in cash. 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 interests.
Additionally, on May 30, 2025, we, through The Specialty Alliance, completed the acquisition of Urology America for a purchase price of $381 million in cash and equity in The Specialty Alliance.
Transaction and integration costs associated with the GIA and Urology America acquisitions were $11 million and $75 million during fiscal 2026 and 2025, respectively.
Integrated Oncology Network ("ION")
On December 2, 2024, we completed the acquisition of ION for a purchase price of $1.1 billion in cash.
Transaction and integration costs associated with the ION acquisition were $5 million and $30 million during fiscal 2026 and 2025, respectively.
Fair Value of Assets Acquired and Liabilities Assumed
The allocation of the purchase price for the acquisition of Solaris Health is not yet finalized and is subject to adjustment as we complete the valuation analysis of this acquisition.
The allocation of the fair value of assets acquired and liabilities assumed for the acquisitions of Urology America, ADS, GIA, and ION were finalized during fiscal 2026, resulting in goodwill of $339 million, $577 million, $3.1 billion, and $1.1 billion, respectively. The noncontrolling interest in ION was recognized at the acquisition-date fair value of $157 million. There were no significant adjustments to the allocation of the fair value of assets acquired and liabilities assumed for these acquisitions from those disclosed in our fiscal 2025 Form 10-K.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date for Solaris Health, Urology America, ADS, GIA, and ION:
Notes to Financial Statements
| (in millions) | Solaris Health | Urology America | ADS | GIA | ION |
|---|---|---|---|---|---|
| Identifiable intangible assets: | |||||
| Customer intangibles (1) | $— | $— | $472 | $— | $— |
| Trade names (2) | 233 | 33 | 28 | 200 | 73 |
| Non-competition agreements (3) | 39 | — | — | 23 | — |
| Total identifiable intangible assets acquired | 272 | 33 | 500 | 223 | 73 |
| Identifiable net assets/(liabilities): | |||||
| Cash and equivalents | 55 | 4 | 14 | 53 | 10 |
| Trade receivables, net | 205 | 24 | 101 | 176 | 47 |
| Inventories | 23 | 3 | 78 | 21 | 14 |
| Prepaid expenses and other | 76 | 3 | 2 | 14 | 7 |
| Property and equipment, net | 69 | 27 | 1 | 75 | 38 |
| Other assets | 191 | 41 | 377 | 312 | 45 |
| Accounts payable | (105) | (20) | (104) | (89) | (10) |
| Current portion of long-term obligations and other short-term borrowings | — | — | — | (1) | (3) |
| Other accrued liabilities | (177) | (12) | (391) | (174) | (41) |
| Long-term obligations, less current portion | — | (6) | — | (15) | (14) |
| Deferred income taxes and other liabilities | (164) | (45) | (106) | (888) | (41) |
| Total identifiable net assets/(liabilities) acquired | 445 | 52 | 472 | (293) | 125 |
| Noncontrolling interest | — | (9) | — | — | (157) |
| Goodwill | 1,689 | 339 | 577 | 3,078 | 1,101 |
| Total net assets acquired | $2,134 | $382 | $1,049 | $2,785 | $1,069 |
(1) The weighted-average useful life of customer intangibles is 10 years.
(2) The weighted-average useful life of trade names ranges from 2 years to 10 years.
(3) The weighted-average useful life of non-competition agreements is 5 years.
The valuation of identifiable intangible assets utilizes significant unobservable inputs and thus represents a Level 3 nonrecurring fair value measurement. The discount rates used to arrive at the present values of the identifiable intangible assets for Solaris Health, Urology America, ADS, GIA, and ION ranged from 7 to 20 percent, and reflect their internal rates of return and uncertainty in the cash flow projections, which is reflective of market participant assumptions.
The estimated fair value of ADS customer intangibles (payor contracts) were determined using a multi-period excess earnings method, which estimates an intangible asset's value based on the present value of the incremental after-tax cash flows (or “excess earnings”) attributable only to the intangible asset.
The fair value of the Solaris Health, Urology America, ADS, GIA, and ION trademark intangible assets were determined utilizing the relief from royalty method, an income-based approach. Under this method, a royalty rate based on observed market royalties is
applied to projected revenue supporting the trademarks and discounted to present value using an appropriate discount rate.
The fair value of the non-compete intangibles acquired from Solaris Health and GIA were determined by applying the differential cash flow method which compares the present value of cash flows with and without the non-compete agreements in place.
The vested Specialty Alliance Units, formerly referred to as GIA Units, issued in relation to the GIA and Solaris acquisitions were recognized at their acquisition date fair values of $739 million and $210 million, respectfully, and are included in deferred income taxes and other liabilities in the consolidated balance sheet. The valuation of The Specialty Alliance Units utilizes significant unobservable inputs and thus represents a recurring Level 3 fair value measurement. The fair value of The Specialty Alliance Units in relation to the GIA acquisition was determined using a discount rate of 9.5% and an estimated weighted average service periodtwo years. The fair value of The Specialty Alliance Units in relation to the Solaris acquisition was determined using a discount rate of 7.5% and an estimated service period offive years.
- Restructuring and Employee Severance
The following table summarizes restructuring and employee severance costs:
| (in millions) | 2026 | 2025 | 2024 |
|---|---|---|---|
| Employee-related costs | $62 | $61 | $95 |
| Facility exit and other costs | 44 | 27 | 80 |
| Total restructuring and employee severance | $106 | $88 | $175 |
Employee-related costs primarily consist of termination benefits provided to employees who have been involuntarily terminated, duplicate payroll costs, and retention bonuses incurred during transition periods. Facility exit and other costs primarily consist of project consulting fees, accelerated depreciation, professional project management and other service fees to support divestitures, costs associated with vacant facilities, and certain other divestiture-related costs.
Restructuring and employee severance costs in fiscal 2026 and 2025 primarily resulted from certain initiatives to rationalize our manufacturing operations and other cost-savings initiatives within our GMPD segment. Restructuring and employee severance costs in fiscal 2024 primarily resulted from certain projects resulting from the reviews of our strategy, portfolio, capital-allocation framework, and operations and from enterprise-wide cost-savings initiatives.
Notes to Financial Statements
The following table summarizes activity related to liabilities associated with restructuring and employee severance:
| (in millions) | Employee-Related Costs | Facility Exitand Other Costs | Total |
|---|---|---|---|
| Balance at June 30, 2024 | $92 | $5 | $97 |
| Additions | 40 | — | 40 |
| Payments and other adjustments | (53) | (5) | (58) |
| Balance at June 30, 2025 | 79 | — | 79 |
| Additions | 46 | — | 46 |
| Payments and other adjustments | (70) | — | (70) |
| Balance at June 30, 2026 | $55 | $— | $55 |
- Goodwill and Other Intangible Assets
Goodwill
The following table summarizes the changes in the carrying amount of goodwill for the two reportable segments and the remaining operating segments, included in Other and in total:
| (in millions) | Pharmaceutical and Specialty Solutions (1) | Global Medical Products and Distribution (2) | Other(3) (4) | Total |
|---|---|---|---|---|
| Balance at June 30, 2024 | $3,555 | — | $1,170 | $4,725 |
| Goodwill acquired, net of purchase price adjustments | 4,389 | — | 578 | 4,967 |
| Foreign currency translation adjustments and other | (1) | — | — | (1) |
| Balance at June 30, 2025 | $7,943 | $— | $1,748 | $9,691 |
| Goodwill acquired, net of purchase price adjustments | 1,936 | — | (1) | 1,935 |
| Foreign currency translation adjustments and other | — | — | — | — |
| Goodwill Impairment | (184) | — | — | (184) |
| Balance at June 30, 2026 | $9,695 | $— | $1,747 | $11,442 |
(1) At June 30, 2026, the Pharma segment accumulated goodwill impairment loss was $184 million related to the Navista & ION reporting unit.
(2) At June 30, 2026 and 2025, the GMPD segment accumulated goodwill impairment loss was $5.4 billion.
(3) Comprised of the remaining operating segments, Nuclear and Precision Health Solutions, at-Home Solutions, and OptiFreight® Logistics.
(4) At June 30, 2026 and 2025, the Nuclear and Precision Health Solutions accumulated goodwill impairment loss was $829 million.
Goodwill increased in fiscal 2026 primarily due to the acquisition of Solaris Health within the Pharma segment. Goodwill recognized in connection with the acquisition primarily represents the anticipated
benefits from the expected growth from new customers, the assembled workforce of the acquired entities and synergies of integrating these businesses. Substantially all of the goodwill recorded is expected to be non-deductible for income tax purposes.
We performed interim quantitative goodwill impairment testing for the Navista & ION reporting unit during the three months ended March 31, 2026, which resulted in pre-tax impairment charges of $184 million. The impairment charge was primarily due to changes in the risk profile of the business plans, resulting in an increase in the discount rate. These changes reflect business model updates and base operational performance.
We performed interim quantitative goodwill impairment testing for GMPD during fiscal 2024, which resulted in pre-tax goodwill impairment charges of $675 million, which was included in impairments and (gain)/loss on disposal of assets, net in our consolidated statements of earnings. GMPD had no goodwill balance remaining as of March 31, 2024.
Other Intangible Assets
The following tables summarize other intangible assets by class at June 30:
| 2026 | ||||
|---|---|---|---|---|
| (in millions) | GrossIntangible | AccumulatedAmortization | NetIntangible | Weighted- Average Remaining Amortization Period (Years) |
| Indefinite-life intangibles: | ||||
| Trademarks and patents | $24 | $— | $24 | N/A |
| Total indefinite-life intangibles | 24 | — | 24 | N/A |
| Definite-life intangibles: | ||||
| Customer intangibles | 3,625 | 2,814 | 811 | 9 |
| Trademarks, trade names, and patents | 1,583 | 558 | 1,025 | 8 |
| Developed technology and other | 1,030 | 779 | 251 | 5 |
| Non-Competition Agreements | 111 | 33 | 78 | 4 |
| Total definite-life intangibles | 6,349 | 4,184 | 2,165 | 8 |
| Total other intangible assets | $6,373 | $4,184 | $2,189 | N/A |
Notes to Financial Statements
| 2025 | |||
|---|---|---|---|
| (in millions) | GrossIntangible | AccumulatedAmortization | NetIntangible |
| Indefinite-life intangibles: | |||
| Trademarks and patents | $13 | $— | $13 |
| Total indefinite-life intangibles | 13 | — | 13 |
| Definite-life intangibles: | |||
| Customer intangibles | 3,876 | 2,639 | 1,237 |
| Trademarks, trade names, and patents | 1,340 | 459 | 881 |
| Developed technology and other | 1,030 | 726 | 304 |
| Non-Competition Agreements | 72 | 21 | 51 |
| Total definite-life intangibles | 6,318 | 3,845 | 2,473 |
| Total other intangible assets | $6,331 | $3,845 | $2,486 |
The increase in gross definite-life intangibles is primarily due to the Solaris acquisition. Total amortization of intangible assets was $361 million, $303 million, and $264 million for fiscal 2026, 2025, and 2024, respectively.
The following table summarizes the estimated annual amortization for intangible assets for fiscal 2027 through fiscal 2031:
| (in millions) | Estimated Amortization Expense |
|---|---|
| 2027 | $384 |
| 2028 | 349 |
| 2029 | 327 |
| 2030 | 306 |
| 2031 | 253 |
- Leases
The following table summarizes the components of lease cost:
| (in millions) | 2026 | 2025 | 2024 |
|---|---|---|---|
| Operating lease cost | $234 | $157 | $120 |
| Finance lease cost | 57 | 51 | 39 |
| Variable lease cost | 62 | 43 | 31 |
| Total lease cost | $353 | $251 | $190 |
Variable lease cost primarily includes payments for property taxes, maintenance, and insurance.
The following table summarizes supplemental balance sheet and other information related to leases at June 30:
| (in millions) | 2026 (1) | 2025 | |
|---|---|---|---|
| Operating Leases | |||
| Operating lease right-of-use assets | $991 | $758 | |
| Current portion of operating lease liabilities | 201 | 164 | |
| Long-term operating lease liabilities | 861 | 654 | |
| Total operating lease liabilities | 1,062 | 818 | |
| Finance Leases | |||
| Finance lease right-of-use assets | 175 | 192 | |
| Current portion of finance lease liabilities | 45 | 44 | |
| Long-term finance lease liabilities | 140 | 157 | |
| Total finance lease liabilities | $185 | $201 | |
| Weighted-average remaining lease term (years) | |||
| Operating leases | 6.7 years | 5.9 years | |
| Finance leases | 5.8 years | 6.3 years | |
| Weighted-average discount rate | |||
| Operating leases | 5.7% | 3.9% | |
| Finance leases | 4.6% | 4.6% | |
(1) Increases in the right-of-use asset and liability balances are primarily due to acquisitions.
Operating leases are included in other assets, other accrued liabilities, and deferred income taxes and other liabilities in our consolidated balance sheets. Finance leases are included in property and equipment, net, current portion of long-term obligations and other short-term borrowings, and long-term obligations, less current portion in our consolidated balance sheets.
The following table summarizes supplemental cash flow information related to leases:
| (in millions) | 2026 | 2025 | 2024 |
|---|---|---|---|
| Cash paid for lease liabilities: | |||
| Operating cash flows paid for operating leases | $231 | $167 | $124 |
| Financing cash flows paid for finance leases | 57 | 53 | 36 |
| Non-cash right-of-use assets obtained in exchange for lease obligations: | |||
| New operating leases | 289 | 130 | 143 |
| New finance leases | 32 | 107 | 55 |
Notes to Financial Statements
Future lease payments under non-cancellable leases as of June 30, 2026 were as follows:
| (in millions) | Operating Leases | Finance Leases | Total |
|---|---|---|---|
| 2027 | $233 | $53 | $286 |
| 2028 | 220 | 43 | 263 |
| 2029 | 185 | 32 | 217 |
| 2030 | 166 | 25 | 191 |
| 2031 | 122 | 17 | 139 |
| Thereafter | 354 | 43 | 397 |
| Total future lease payments | 1,280 | 213 | 1,493 |
| Less: imputed interest | 218 | 28 | 246 |
| Total lease liabilities | $1,062 | $185 | $1,247 |
- Long-Term Obligations and Other Short-Term Borrowings
The following table summarizes long-term obligations and other short-term borrowings at June 30:
| (in millions) (1) | 2026 | 2025 |
|---|---|---|
| 3.75% Notes due 2025 | $— | $501 |
| 4.7% Notes due 2026 | 499 | 498 |
| 3.41% Notes due 2027 | 1,212 | 1,206 |
| 5.125% Notes due 2029 | 646 | 645 |
| 5.0% Notes due 2029 | 746 | 745 |
| 4.5% Notes due 2030 | 593 | — |
| 5.45% Notes due 2034 | 496 | 501 |
| 5.35% Notes due 2034 | 990 | 989 |
| 5.15% Notes due 2035 | 388 | — |
| 4.6% Notes due 2043 | 325 | 323 |
| 4.5% Notes due 2044 | 336 | 338 |
| 4.9% Notes due 2045 | 432 | 438 |
| 4.368% Notes due 2047 | 563 | 566 |
| 5.75% Notes due 2054 | 641 | 641 |
| 7.0% Debentures due 2026 | 124 | 124 |
| Floating Rate Term Loan due 2028 | 699 | 799 |
| Other Obligations | 196 | 213 |
| Total | 8,886 | 8,527 |
| Less: current portion of long-term obligations and other short-term borrowings | 1,882 | 550 |
| Long-term obligations, less current portion | $7,004 | $7,977 |
(1) Maturities are presented on a calendar year basis.
Maturities of existing long-term obligations and other short-term borrowings for fiscal 2027 through 2031 and thereafter are as follows:
| (in millions) | Debt maturities |
|---|---|
| 2027 | $1,882 |
| 2028 | 741 |
| 2029 | 678 |
| 2030 | 771 |
| 2031 | 611 |
| Thereafter | 4,203 |
| Total debt and finance lease obligations | $8,886 |
Long-Term Debt
All the notes represent unsecured obligations of Cardinal Health, Inc. and rank equally in right of payment with all of our existing and future unsecured and unsubordinated indebtedness. The 7.0% Debentures represent unsecured obligations of Allegiance Corporation (a wholly-owned subsidiary), which Cardinal Health, Inc. has guaranteed. None of these obligations are subject to a sinking fund and the Allegiance Corporation obligations are not redeemable prior to maturity. Interest is paid pursuant to the terms of the obligations. These notes are effectively subordinated to the liabilities of our subsidiaries, including trade payables of $38.3 billion and $34.7 billion at June 30, 2026 and 2025, respectively.
During fiscal 2026, we issued additional debt, with the aggregate principal amount of $1.0 billion, to fund a portion of the consideration payable in connection with the Solaris Health acquisition and for general purposes. The notes issued are $600 million aggregate principal amount of 4.5% Notes that mature on September 15, 2030 and $400 million aggregate principal amount of 5.15% Notes that mature on September 15, 2035. The proceeds of the notes issued, net of discounts, premiums, and debt issuance costs, were approximately $1.0 billion.
During fiscal 2026, we made a partial principal payment of $100 million for the Floating Rate Term Loan due 2028 with available cash and repaid the full principal of $500 million of the 3.75% Notes due 2025 at maturity with available cash.
During fiscal 2025, we issued additional debt, with the aggregate principal amount of $2.9 billion, to fund a portion of the consideration payable in connection with the GIA and ADS acquisitions and for general purposes. The notes issued are $500 million aggregate principal amount of 4.7% Notes that mature on November 15, 2026, $750 million aggregate principal amount of 5.0% Notes that mature on November 15, 2029, $1.0 billion aggregate principal amount of 5.35% Notes that mature on November 15, 2034, and$650 million aggregate principal amount of 5.75% Notes that mature on November 15, 2054. The proceeds of the notes issued, net of discounts, premiums, and debt issuance costs, were $2.9 billion.
During fiscal 2025, we repaid the full principal of $400 million of the 3.5% Notes due 2024 at maturity with proceeds from the debt issuance in fiscal 2024.
If we undergo a change of control, as defined in the notes, and if the notes receive specified ratings below investment grade by
Notes to Financial Statements
each of Standard & Poor's Ratings Services, Moody’s Investors Services and Fitch Ratings, any holder of the notes, excluding the debentures, can require with respect to the notes owned by such holder, or we can offer, to repurchase the notes at 101% of the principal amount plus accrued and unpaid interest.
Other Financing Arrangements
In addition to cash and equivalents and operating cash flow, other sources of liquidity include a $3.0 billion commercial paper program backed by a $2.0 billion revolving credit facility that expires in February 2028 and a $1.0 billion 364-Day revolving credit facility that expires in October 2026. We also had a $1.0 billion committed receivables sales facility through September 2028.
In September 2025, we renewed our committed receivables sales facility program through Cardinal Health 23 Funding, LLC (“CHF”) through September 28, 2028.
In October 2025, we renewed the 364-Day revolving credit facility, under which we have access to $1.0 billion of committed liquidity through October 6, 2026.
On August 7, 2026, we entered into a consolidated $4.0 billion 5-year revolving credit facility that expires in August 2031, in conjunction with the terminations of the existing $2.0 billion revolving credit facility, the $1.0 billion 364-Day revolving credit facility, and the $1.0 billion committed receivables sales facility.
On December 5, 2024, we entered into a term loan credit agreement that, among other things, provides commitments for a Floating Rate Term Loan facility in an aggregate amount of up to $1.0 billion. On April 1, 2025, we closed on our acquisition of ADS and borrowed $800 million under this term loan facility. The loan provided under this term loan credit agreement will mature in April 2028 and allows for prepayment, which may be accelerated pursuant to certain conditions specified in the credit agreement. Interest rates on borrowings will be based on prevailing interest rates, benchmarked based on Term SOFR and subject to our credit ratings.
In November 2024, we also obtained a commitment letter from a financial institution for a $2.9 billion unsecured bridge term loan facility that could have been used to complete the acquisition of GIA. We incurred fees related to the facility, which are included in interest expense, net. The unsecured bridge term loan facility was never entered into and we terminated the commitment letter on November 22, 2024.
Our revolving credit and committed receivables sales facilities require us to maintain a consolidated net leverage ratio of no more than 3.75-to-1. As of June 30, 2026, we were in compliance with this financial covenant.
At June 30, 2026 and 2025, we hadno amounts outstanding under the revolving credit facility; however, availability was reduced by outstanding letters of credit of $1 million at both June 30, 2026 and 2025.
During fiscal 2026, borrowings under our commercial paper program and our committed receivables program were limited to the third quarter, during which the maximum combined daily
amount outstanding was approximately $2.0 billion. The average combined daily amount outstanding for fiscal 2026 was $44 million.
We hadno amounts outstanding as of June 30, 2026 under the committed receivables sales facility program; however, availability was reduced by outstanding standby letters of credit of $43 million and $31 million at June 30, 2026 and 2025, respectively.
We hadno amounts outstanding under the commercial paper program as of June 30, 2026 and 2025.
The $196 million and $213 million balance of other obligations at June 30, 2026 and 2025, respectively, consisted of finance leases and short-term borrowings.
- Commitments, Contingent Liabilities, and Litigation
Commitments
Generic Sourcing Venture with CVS Health
In July 2014, we established Red Oak Sourcing, LLC ("Red Oak Sourcing"), a U.S.-based generic pharmaceutical sourcing venture with CVS Health for an initial term of 10 years. Red Oak Sourcing negotiates generic pharmaceutical supply contracts on behalf of its participants. In August 2021, we amended our agreement to extend the term through June 2029. We are required to make quarterly payments to CVS Health for the term of the arrangement.
Contingencies
New York Opioid Stewardship Act
In 2018, the State of New York adopted the Opioid Stewardship Act (the "OSA"), which created an aggregate $100 million annual assessment on all manufacturers and distributors that was assessed based on each manufacturer or distributor's share of the total morphine milligram equivalents sold or distributed in New York, the applicability of which was ultimately limited to two years (2017 and 2018).
Since fiscal 2021, we have made certain payments to New York State for our portion of the assessment. However, we, and other distributors, challenged the OSA as unconstitutional. In May 2024, the New York Appellate Division held that the 2017 assessment was unconstitutionally retroactive, directing a refund of assessments paid for calendar year 2017, but upheld the 2018 assessment. In fiscal 2025, both parties agreed to a final settlement and in December 2025, we received payment and recognized a gain of $17 million in SG&A expenses in our consolidated statements of earnings.
We become involved from time to time in disputes, litigation, and regulatory matters.
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 take appropriate 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
Notes to Financial Statements
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.
In 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.
We recognize income from the favorable outcome of litigation when we receive the associated cash or assets.
We recognize estimated loss contingencies for certain litigation and regulatory matters and income from favorable resolution of litigation in litigation (recoveries)/charges, net in our consolidated statements of earnings; however, losses and recoveries of lost profits from certain disputes that occur in the ordinary course of business are included within segment profit.
Opioid Lawsuits and Investigations
As of June 30, 2026, we have $4.3 billion accrued for the opioid-related matters described below, of which $468 million is included
in other accrued liabilities and the remainder is included in deferred income taxes and other liabilities in our consolidated balance sheets. During fiscal 2026 and 2025, we made payments totaling $417 million and $798 million, respectively, which included our annual payments under the agreement to settle the vast majority of the opioid lawsuits filed by states and local governmental entities and payments related to the settlement agreement with the City of Baltimore and classes of third-party payors and acute care hospitals in fiscal 2025.
During fiscal 2026 and 2025, there were no material expenses recognized for these matters.
States & Political Subdivisions
We have now resolved, without admitting liability, the opioid-related claims of all 50 states, the District of Columbia, and 5 U.S. territories. The NOSA also resulted in the resolution of the opioid-related claims of over 99 percent of political subdivisions (together, the "Settling Governmental Entities").
Through July 2026, we have paid the Settling Governmental Entities approximately $2.6 billion and we expect to pay Settling Governmental Entities additional amounts up to $3.7 billion through 2038.
In July 2022, a judgment in favor of the Distributors was entered in a bench trial before a federal judge in West Virginia in a case brought by Cabell County and City of Huntington. In October 2025, the United States Court of Appeals for the Fourth Circuit vacated the district court's judgment and remanded the case for further proceedings. In May 2026, the parties submitted additional briefing to the district court and a ruling is pending. We intend to continue to vigorously defend ourselves in this matter.
Private Plaintiffs
The NOSA does not address claims by private parties, which includes unions and other health and welfare funds, hospital systems and other healthcare providers, businesses, and individuals alleging personal injury. To date, there are approximately 73 lawsuits brought by private plaintiffs pending. Of these, approximately 13 are purported class actions. The causes of action asserted by these plaintiffs are similar to those asserted by public plaintiffs. We are vigorously defending ourselves in all these matters.
Following resolution discussions with certain private plaintiffs during the six months ended December 31, 2024, Distributors finalized agreements with classes of third-party payors and acute care hospitals. Our portion of these settlements totaled $213 million. The settlement with the class of third-party payors was approved by the court in January 2025 and was finalized in August 2025. The settlement with the class of acute care hospitals was approved by the court in March 2025 and became final in April 2025.
Insurance Litigation
We are involved in ongoing legal proceedings with insurers related to their obligations to reimburse us for defense and indemnity costs in connection with the lawsuits described above, including a matter that is currently pending in Ohio state court. An unfavorable
Notes to Financial Statements
outcome in this matter may result in a change in loss reserves related to opioid litigation recorded by our captive insurance company, which would negatively impact cash flow.
During fiscal 2026, we received $5 million insurance recoveries related to opioid matters, which were recorded in the Pharma segment. During fiscal 2025, we received $25 million in insurance recoveries related to opioid matters, $12 million of the recoveries from our insurers were recorded in the Pharma segment. We have not recorded a receivable for any additional recoveries related to these insurance litigation matters as of June 30, 2026.
Department of Justice Civil Investigative Demand
In November 2023, we received a Civil Investigative Demand ("CID") from the Department of Justice focused on potential violations of the Anti-Kickback Statute and False Claims Act in connection with a 2022 transaction in which we purchased a minority ownership interest in a rheumatology managed services organization and a group purchasing organization. We are cooperating with this investigation.
Cordis IVC Filter Matters
We have been named as a defendant in product liability lawsuits involving claims by plaintiffs that allege personal injuries associated with the use of IVC filter products. These lawsuits sought a variety of remedies, including unspecified monetary damages.
We have entered into settlement agreements resolving the claims of approximately 6,845 implantees, representing the vast majority of IVC product liability claims, for $448 million in total. These settlements did not resolve all current or possible IVC filter product liability claims. As of August 6, there arenine pending claims outstanding, and it is possible that additional claims will be filed in the future. We intend to continue to vigorously defend ourselves in the remaining lawsuits.
At June 30, 2026, we have a total of $29 million accrued for losses and legal defense costs, included in the qualified settlement fund, related to the IVC filter product liability lawsuits in our consolidated balance sheets.
Tax Contingencies
Net Operating Loss Carryback
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. However, the ultimate outcome is uncertain. If the IRS prevails, the assessed tax would impact our financial results and cash flow.
Patient Recovery Restructuring
In February 2026, we received a NOPA from the IRS, as part of our ongoing audits of fiscal years 2015-2020, related to a restructuring in connection with our July 2017 acquisition of the Patient Recovery business. The IRS is asserting that the transaction should be recharacterized in a manner that could create additional federal income tax liability of approximately $160 million, plus interest. We routinely assess the likelihood of adverse outcomes resulting from audits and examinations to determine the adequacy of our tax reserves and we believe we have adequate reserves for all tax matters; however, the ultimate outcome of disputes of this nature is uncertain and if the IRS were to prevail on its assertions in connection with this matter, the assessed tax and deficiency interest would impact our financial results and cash flow.
Antitrust Litigation Proceeds
We recognized income for net recoveries in class action antitrust lawsuits in which we were a class member or plaintiff of $24 million, $171 million, and $117 million during fiscal 2026, 2025, and 2024, respectively.
- Income Taxes
Earnings before Income Taxes and Provision for Income Taxes
The following table summarizes earnings before income taxes:
| (in millions) | 2026 | 2025 | 2024 |
|---|---|---|---|
| U.S. operations | $1,753 | $1,715 | $892 |
| Foreign operations | 421 | 386 | 309 |
| Earnings before income taxes | $2,174 | $2,101 | $1,201 |
The following table summarizes the components of the provision for income taxes:
| (in millions) | 2026 | 2025 | 2024 |
|---|---|---|---|
| Current: | |||
| U.S. federal | $164 | $135 | $305 |
| U.S. state and local | 123 | 72 | 68 |
| Foreign | 91 | 82 | 79 |
| Total current | $378 | $289 | $452 |
| Deferred: | |||
| U.S. federal | $104 | $205 | $(89) |
| U.S. state and local | (15) | 39 | 12 |
| Foreign | 2 | (1) | (27) |
| Total deferred | $91 | $243 | $(104) |
| Provision for income taxes | $469 | $532 | $348 |
Notes to Financial Statements
Effective Tax Rate
The following tables present reconciliations of the U.S. federal statutory income tax provision and rate to our effective income tax provision and rate, reflecting our prospective adoption of ASU 2023-09:
| 2026 | ||
|---|---|---|
| Amount | Percent | |
| Federal statutory income tax provision and rate | $457 | 21.0% |
| State and local income taxes (1) | 75 | 3.5 |
| Foreign tax effects | 5 | 0.2 |
| Effect of cross border tax laws | ||
| Foreign-derived deduction-eligible income | (156) | (7.1) |
| Other effect of cross border tax laws | 1 | — |
| Tax credits | (18) | (0.8) |
| Changes in valuation allowances | 24 | 1.1 |
| Nontaxable or nondeductible items | ||
| Specialty Alliance share-based compensation | 50 | 2.3 |
| Other nontaxable or nondeductible items | 20 | 0.9 |
| Changes in unrecognized tax benefits | 11 | 0.5 |
| Effective income tax provision and rate | $469 | 21.6% |
| 2025 | 2024 | |
|---|---|---|
| Federal statutory income tax rate | 21.0% | 21.0% |
| State and local income taxes, net of federal benefit | 4.0 | 3.1 |
| Tax effect of foreign operations | 0.2 | (1.6) |
| Nondeductible or nontaxable items | 0.7 | (0.1) |
| Withholding taxes | 0.3 | 1.0 |
| Change in valuation allowances | 0.1 | (1.1) |
| US taxes on foreign income (2) | (1.3) | (2.1) |
| Impact of resolutions with IRS and other related matters | (0.1) | 0.4 |
| Opioid litigation | 0.2 | 1.0 |
| Goodwill impairment | — | 8.7 |
| Specialty Alliance share-based compensation | 1.4 | — |
| Other | (1.2) | (1.4) |
| Effective income tax rate | 25.3% | 28.9% |
(1) The state and local taxes that contribute to the majority (greater than 50%) of the tax effect in this category include New York, Oregon, California, and New Jersey.
(2) Includes the tax impact of the Foreign-Derived Intangible Income deduction offset by Global Intangible Low-Taxed Income tax, and other foreign income that is taxable under the U.S. tax code.
The income tax rate was 21.6%,25.3%, and 28.9% in fiscal 2026, 2025, and 2024, respectively. Included in the effective tax rate for fiscal 2026 and 2025 were non-deductible share-based compensation costs for The Specialty Alliance and non-deductible transaction costs. Additionally, laws governing insurance coverage vary by state and some state courts have interpreted laws and insurance policies in ways that may impact our self-insurance loss, which could negatively impact our financial position.
Our effective tax rate has benefits from negotiated lower than statutory tax rates in select foreign jurisdictions which individually are not material to our effective tax rate but in aggregate had a favorable tax impact of approximately $14 million and $17 million during fiscal 2026 and 2025, respectively.
During fiscal 2026, we recognized a pre-tax goodwill impairment charge of $184 million related to the Navista & ION reporting unit within the Pharma segment. During fiscal 2024, we recognized cumulative pre-tax goodwill impairment charges of $675 million related to the GMPD segment. The net tax benefits related to these charges were $23 million and $58 million for fiscal 2026 and 2024, respectively.
As of June 30, 2026, foreign earnings of approximately $1.0 billion are considered indefinitely reinvested for working capital and other offshore investment needs. The computation of tax required if those earnings are repatriated is not practicable. For amounts not considered indefinitely reinvested, we have recorded an immaterial amount of income tax expense in our consolidated financial statements in fiscal 2026.
Deferred Income Taxes
Deferred income taxes arise from temporary differences between financial reporting and tax reporting bases of assets and liabilities and operating loss and tax credit carryforwards for tax purposes.
The following table presents the components of the deferred income tax assets and liabilities at June 30:
| (in millions) | 2026 | 2025 |
|---|---|---|
| Deferred income tax assets: | ||
| Receivable basis difference | $35 | $26 |
| Accrued liabilities | 700 | 651 |
| Share-based compensation | 24 | 23 |
| Loss and tax credit carryforwards | 426 | 386 |
| Deferred tax assets related to uncertain tax positions | 51 | 47 |
| Other | 96 | 97 |
| Total deferred income tax assets | 1,332 | 1,230 |
| Valuation allowance for deferred income tax assets | (257) | (254) |
| Net deferred income tax assets | $1,075 | $976 |
| Deferred income tax liabilities: | ||
| Inventory basis differences | $(1,075) | $(1,103) |
| Property-related | (488) | (358) |
| Goodwill and other intangibles | (826) | (834) |
| Self-Insurance | (993) | (981) |
| Total deferred income tax liabilities | (3,382) | (3,276) |
| Net deferred income tax liability | $(2,307) | $(2,300) |
Deferred income tax assets and liabilities in the preceding table, after netting by taxing jurisdiction and for uncertain tax positions, are in the following captions in the consolidated balance sheets at June 30:
| (in millions) | 2026 | 2025 |
|---|---|---|
| Non-current deferred income tax asset (1) | $63 | $64 |
| Non-current deferred income tax liability (2) | (2,370) | (2,364) |
| Net non-current deferred income tax liability | $(2,307) | $(2,300) |
(1)Included in other assets in the consolidated balance sheets.
(2)Included in deferred income taxes and other liabilities in the consolidated balance sheets.
Notes to Financial Statements
At June 30, 2026 we had gross federal, state, and international loss and credit carryforwards of $378 million, $12.2 billion, and $1.0 billion, respectively, the tax effect of which is an aggregate deferred tax asset of $426 million. Substantially all of these carryforwards are available for at least three years. Approximately $218 million of the valuation allowance at June 30, 2026 applies to certain federal, state, and international loss carryforwards that, in our opinion, are more likely than not to expire unutilized. However, to the extent that tax benefits related to these carryforwards are realized in the future, the reduction in the valuation allowance would reduce income tax expense.
Unrecognized Tax Benefits
We had $907 million, $879 million, and $981 million of unrecognized tax benefits at June 30, 2026, 2025, and 2024, respectively. The June 30, 2026, 2025, and 2024 balances include $881 million, $871 million, and $882 million, respectively, of unrecognized tax benefits that, if recognized, would have an impact on the effective tax rate. The remaining unrecognized tax benefits relate to tax positions for which ultimate deductibility is highly certain but for which there is uncertainty as to the timing of such deductibility. Recognition of these tax benefits would not affect our effective tax rate. We include the full amount of unrecognized tax benefits in deferred income taxes and other liabilities in the consolidated balance sheets. The following table presents a reconciliation of the beginning and ending amounts of unrecognized tax benefits:
| (in millions) | 2026 | 2025 | 2024 |
|---|---|---|---|
| Balance at beginning of fiscal year | $879 | $981 | $1,015 |
| Additions for tax positions of the current year | 31 | 8 | 30 |
| Additions for tax positions of prior years | 5 | 15 | 28 |
| Reductions for tax positions of prior years | (7) | (101) | (87) |
| Settlements with tax authorities | — | (22) | (3) |
| Expiration of the statute of limitations | (1) | (2) | (2) |
| Balance at end of fiscal year | $907 | $879 | $981 |
It is reasonably possible that there could be a change in the amount of unrecognized tax benefits within the next 12 months due to activities of the IRS or other taxing authorities, possible settlement of IRS and other audit issues, reassessment of existing unrecognized tax benefits, or the expiration of statutes of limitations.
We recognize accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes. At June 30, 2026, 2025, and 2024, we had $75 million, $65 million, and $65 million, respectively, accrued for the payment of interest and penalties. These balances are gross amounts before any tax benefits and are included in deferred income taxes and other liabilities in the consolidated balance sheets. As a result of our IRS audit settlements and carryback claim, an immaterial amount of interest was recorded in fiscal 2026, 2025, and 2024.
Income Taxes Paid, Net of Refunds
The following table summarizes the cash paid for income taxes, net of refunds, disaggregated by jurisdiction:
| (in millions) | 2026 |
|---|---|
| U.S. federal | $155 |
| U.S. state and local | 119 |
| Foreign: | |
| Puerto Rico | 23 |
| Other | 41 |
| Total foreign | 64 |
| Total cash paid for income taxes, net of refunds | $338 |
Other Tax Matters
We file income tax returns in the U.S. federal jurisdiction, various U.S. state and local jurisdictions, and various foreign jurisdictions. With few exceptions, we are subject to audit by taxing authorities for fiscal years 2015 through the current fiscal year.
During fiscal 2026, we received two NOPAs from the IRS in connection with their audit of our fiscal years 2015-2020. See Note 7 for additional information regarding these matters.
Expiring or unusable loss and credit carryforwards and the required valuation allowances are adjusted quarterly based on available information. This information may support either an increase or a decrease in the required valuation allowance. After applying the valuation allowances, we do not anticipate any limitations on our use of any of the other net deferred income tax assets described above. We operate in a complex multinational tax environment and are subject to tax treaty arrangements and transfer pricing guidelines for intercompany transactions that are subject to interpretation. Uncertainty in a tax position may arise as tax laws are subject to interpretation.
- Fair Value Measurements
The following tables present the fair values for assets and (liabilities) measured on a recurring basis at June 30:
| 2026 | ||||
|---|---|---|---|---|
| (in millions) | Level 1 | Level 2 | Level 3 | Total |
| Assets: | ||||
| Cash equivalents | $2,299 | $— | $— | $2,299 |
| Other investments (1) | 118 | — | — | 118 |
| Liabilities: | ||||
| Forward contracts (2) | — | (32) | — | (32) |
| Share-based awards (3) | — | — | (1,277) | (1,277) |
Notes to Financial Statements
| 2025 | ||||
|---|---|---|---|---|
| (in millions) | Level 1 | Level 2 | Level 3 | Total |
| Assets: | ||||
| Cash equivalents | $1,672 | $— | $— | $1,672 |
| Other investments (1) | 108 | — | — | 108 |
| Liabilities: | ||||
| Forward contracts (2) | — | (48) | — | (48) |
| Share-based awards (3) | — | — | (843) | (843) |
(1)The other investments balance includes investments in mutual funds, which offset fluctuations in deferred compensation liabilities. These mutual funds invest in the equity securities of companies with both large and small market capitalization and high-quality fixed income debt securities. The fair value of these investments is determined using quoted market prices.
(2)The fair value of interest rate swaps, foreign currency contracts, and net investment hedges is determined based on the present value of expected future cash flows considering the risks involved, including non-performance risk, and using discount rates appropriate for the respective maturities. Observable Level 2 inputs are used to determine the present value of expected future cash flows. The fair value of these derivative contracts, which are subject to master netting arrangements under certain circumstances, is presented on a gross basis in prepaid expenses and other, other assets, other accrued liabilities, and deferred income taxes and other liabilities within the consolidated balance sheets.
(3)The shared-based awards are liability-classified awards, as defined under ASC 718, resulting from acquisitions by The Specialty Alliance. These are presented in deferred income taxes and other liabilities within the consolidated balance sheets. The fair value of The Specialty Alliance Units is determined using the discounted cash flow method which utilizes significant unobservable inputs, including the discount rate of 8.0%. Significant changes to assumptions used in the valuation may have a material impact on the fair value of the Specialty Alliance Units. See Note 14 for additional information.
Changes in Level 3 Recurring Fair Value Measurements
The following table reconciles the changes in fair value for the Specialty Alliance Units classified within Level 3 of the fair value hierarchy:
| (in millions) | 2026 | 2025 |
|---|---|---|
| Balance at beginning of period | $843 | $— |
| Acquisitions | 234 | 739 |
| Vesting (1) | 258 | 82 |
| Fair value adjustment (1) | (13) | 41 |
| Repurchases | (45) | (19) |
| Balance at end of period | $1,277 | $843 |
(1)For fiscal 2026 and 2025, there was $245 million and $123 million of expense, respectively, for the Specialty Alliance Units. Of the total expense recognized during fiscal 2026 and 2025, $238 million and $120 million is included in acquisition-related cash and share-based compensation costs, respectively, and $7 million and $3 million is included in SG&A expenses, respectively, in the consolidated statements of earnings.
- Financial Instruments
We utilize derivative financial instruments to manage exposure to certain risks related to our ongoing operations. The primary risks managed through the use of derivative instruments include interest rate risk and currency exchange risk. We do not use derivative instruments for trading or speculative purposes. While the majority of our derivative instruments are designated as hedging
instruments, we also enter into derivative instruments that are designed to hedge a risk but are not designated as hedging instruments. These derivative instruments are adjusted to current fair value through earnings at the end of each period. We are exposed to counterparty credit risk on all of our derivative instruments. Accordingly, we have established and maintain strict counterparty credit guidelines and only enter into derivative instruments with major financial institutions that are rated investment grade or better. We do not have significant exposure to any one counterparty and we believe the risk of loss is remote. Additionally, we do not require collateral under these agreements.
Interest Rate Risk Management
We are exposed to the impact of interest rate changes. Our objective is to manage the impact of interest rate changes on cash flows and the market value of our borrowings. We utilize a mix of debt maturities on our fixed-rate debt to manage changes in interest rates. In addition, we enter into interest rate swaps to further manage our exposure to interest rate variations related to our borrowings and to lower our overall borrowing costs.
Currency Exchange Risk Management
We conduct business in several major international currencies and are subject to risks associated with changing foreign exchange rates. Our objective is to reduce earnings and cash flow volatility associated with foreign exchange rate changes to allow management to focus its attention on business operations. Accordingly, we enter into various contracts that change in value as foreign exchange rates change to protect the value of existing foreign currency assets and liabilities, commitments, and anticipated foreign currency revenue and expenses.
The following table summarizes the fair value of our assets and liabilities related to derivatives designated as hedging instruments and the respective line items in which they were recorded in the consolidated balance sheets at June 30:
| (in millions) | 2026 | 2025 |
|---|---|---|
| Assets: | ||
| Cross-currency swap | $13 | $— |
| Foreign currency contracts | 9 | 6 |
| Pay-floating interest rate swaps | 3 | 14 |
| Total assets (1) | $25 | $20 |
| Liabilities: | ||
| Cross-currency swap | $4 | $24 |
| Foreign currency contracts | 3 | 1 |
| Pay-floating interest rate swaps | 50 | 43 |
| Total liabilities (2) | $57 | $68 |
(1) Included in other assets in the consolidated balance sheets.
(2) Included in deferred income taxes and other liabilities in the consolidated balance sheets.
Fair Value Hedges
We enter into pay-floating interest rate swaps to hedge the changes in the fair value of fixed-rate debt resulting from fluctuations in interest rates. These contracts are designated and qualify as fair value hedges. Accordingly, the gain or loss recorded
Notes to Financial Statements
on the pay-floating interest rate swaps is directly offset by the change in fair value of the underlying debt. Both the derivative instrument and the underlying debt are adjusted to market value at the end of each period with any resulting gain or loss recorded in interest expense, net in the consolidated statements of earnings. During fiscal 2026, 2025, and 2024 there wereno gains or losses recorded to interest expense as changes in the market value of our derivative instruments offset changes in the market value of the underlying debt.
During fiscal 2026 and 2024, we entered into pay-floating interest rate swaps with total notional amounts of $600 million and $500 million, respectively. We did not enter into any pay-floating interest rate swaps during fiscal 2025. These swaps have been designated as fair value hedges of our fixed rate debt and are included in deferred income taxes and other liabilities in the consolidated balance sheets.
The following table summarizes the outstanding interest rate swaps designated as fair value hedges at June 30, 2026 and 2025:
| 2026 | ||||
|---|---|---|---|---|
| (in millions) · Notional Amount · Maturity Date | ||||
| Pay-floating interest rate swaps | $2,200 | Jun 2027 | - | Jun 2038 |
| 2025 | ||||
|---|---|---|---|---|
| (in millions) · Notional Amount · Maturity Date | ||||
| Pay-floating interest rate swaps | $1,600 | Jun 2027 | - | Feb 2031 |
The following table summarizes the gain/(loss) recognized in earnings for interest rate swaps designated as fair value hedges:
| (in millions) | 2026 | 2025 | 2024 |
|---|---|---|---|
| Pay-floating interest rate swaps (1) | $(18) | $51 | $2 |
| Fixed-rate debt (1) | 18 | (51) | (2) |
(1) Included in interest expense, net in the consolidated statements of earnings.
Cash Flow Hedges
We enter into derivative instruments to hedge our exposure to changes in cash flows attributable to interest rate and foreign currency fluctuations associated with certain forecasted transactions. These derivative instruments are designated and qualify as cash flow hedges. Accordingly, the gain or loss on the derivative instrument is reported as a component of accumulated other comprehensive loss and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period during which the hedged transaction affects earnings.
Gains currently included within accumulated other comprehensive loss associated with our cash flow hedges to be reclassified into net earnings within the next 12 months are $6 million.
We enter into foreign currency contracts to protect the value of anticipated foreign currency revenues and expenses. At June 30, 2026 and 2025, we held contracts to hedge probable, but not firmly committed, revenue and expenses. The principal currencies hedged are the Mexican peso, Canadian dollar, Chinese renminbi, and Thai baht.
The following tables summarize the outstanding cash flow hedges at June 30:
| 2026 | ||||
|---|---|---|---|---|
| (in millions) · Notional Amount · Maturity Date | ||||
| Foreign currency contracts | $418 | Jul 2026 | - | Jun 2027 |
| 2025 | ||||
|---|---|---|---|---|
| (in millions) · Notional Amount · Maturity Date | ||||
| Foreign currency contracts | $381 | Jul 2025 | - | Jun 2026 |
The following table summarizes the pre-tax gain/(loss) included in OCI for derivative instruments designated as cash flow hedges:
| (in millions) | 2026 | 2025 | 2024 |
|---|---|---|---|
| Foreign currency contracts | $— | $11 | $(7) |
The following table summarizes the pre-tax gain/(loss) reclassified from AOCI into earnings for derivative instruments designated as cash flow hedges:
| (in millions) | 2026 | 2025 | 2024 |
|---|---|---|---|
| Foreign currency contracts (1) | $— | $3 | $1 |
| Foreign currency contracts (2) | 16 | (6) | 4 |
| Foreign currency contracts (3) | (1) | (1) | — |
| Forward interest rate swaps (4) | 2 | 2 | 2 |
(1) Included in revenue in the consolidated statements of earnings.
(2) Included in cost of products sold in the consolidated statements of earnings.
(3) Included in SG&A expenses in the consolidated statements of earnings.
(4) Included in interest expense, net in the consolidated statements of earnings.
Net Investment Hedges
We hedge the foreign currency risk associated with certain net investment positions in foreign subsidiaries. To accomplish this, we enter into cross-currency swaps that are designated as hedges of net investments.
In May 2026, we terminated the €50 million ($52 million) cross-currency swaps entered into in February 2025 and paid a settlement in cash of $6 million, recorded in proceeds from/(payments for) net investment hedge terminations in our consolidated statements of cash flows.
In March 2026, we entered into €68 million ($80 million) cross-currency swaps maturing in March 2028.
In March 2026, we terminated the €68 million ($73 million) cross-currency swaps entered into in March 2023 and paid a settlement in cash of $7 million, recorded in proceeds from/(payments for) net investment hedge terminations in our consolidated statements of cash flows.
In December 2025, we partially terminated the €32 million ($37 million) cross-currency swaps entered into in March 2023 and paid a settlement in cash of $3 million, recorded in proceeds from/(payments for) net investment hedge terminations in our consolidated statements of cash flows.
In September 2025, we entered into ¥18 billion ($120 million) cross-currency swaps maturing in September 2027.
In September 2025, we terminated the ¥18 billion ($120 million) cross-currency swaps entered into in September 2023 and
Notes to Financial Statements
received settlement in cash of $3 million, recorded in proceeds from/(payments for) net investment hedge terminations in our consolidated statements of cash flows.
In February 2025, we entered into €100 million ($105 million) cross-currency swaps maturing in February 2027.
In February 2025, we terminated the €100 million ($107 million) cross-currency swaps entered into in March 2023 and received net settlement in cash of $2 million, recorded in proceeds from/(payments for) net investment hedge terminations in our consolidated statements of cash flows.
In June 2024, we terminated the ¥18 billion ($120 million) cross-currency swaps entered into in September 2023, and received net settlements in cash of $6 million, which was recorded in proceeds from/(payments for) net investment hedge terminations in our consolidated statements of cash flows.
In September 2023, we entered into ¥18 billion ($120 million) cross-currency swaps maturing in September 2025 and ¥18 billion ($120 million) cross-currency swaps maturing in June 2027.
In September 2023, we terminated the ¥38 billion ($300 million) cross-currency swaps entered into in January 2023 and received net settlement in cash of $28 million, recorded in proceeds from/(payments for) net investment hedge terminations in our consolidated statements of cash flows.
Cross-currency swaps designated as net investment hedges are marked-to-market using the current spot exchange rate as of the end of the period, with gains and losses included in the foreign currency translation component of accumulated other comprehensive loss until the sale or substantial liquidation of the underlying net investments. To the extent the cross-currency swaps designated as net investment hedges are not highly effective, changes in carrying value attributable to the change in spot rates are recorded in earnings.
Pre-tax gains and losses from net investment hedges recorded in the foreign currency translation component of accumulated other comprehensive loss were a $34 million gain and a $33 million loss during fiscal 2026 and 2025, respectively. Gains and losses recognized in interest expense, net in the consolidated statements of earnings for the portion of the net investment hedges excluded from the assessment of hedge effectiveness were immaterial during both fiscal 2026 and 2025, respectively.
Economic (Non-Designated) Hedges
We enter into foreign currency contracts to manage our foreign exchange exposure related to sales transactions, intercompany financing transactions, and other balance sheet items subject to revaluation that do not meet the requirements for hedge accounting treatment. Accordingly, these derivative instruments are adjusted to current market value at the end of each period through earnings. The gain or loss recorded on these instruments is substantially offset by the remeasurement adjustment on the foreign currency denominated asset or liability. The settlement of the derivative instrument and the remeasurement adjustment on the foreign currency denominated asset or liability are both recorded in other (income)/expense, net in the consolidated
statements of earnings. The principal currencies managed through foreign currency contracts are the Canadian dollar, Chinese renminbi, Mexican peso, Brazilian real, and Singapore dollar.
The following tables summarize the outstanding economic (non-designated) derivative instruments at June 30:
| 2026 | ||
|---|---|---|
| (in millions) | Notional Amount | Maturity Date |
| Foreign currency contracts | $173 | Jul 2026 |
| 2025 | ||
|---|---|---|
| (in millions) | Notional Amount | Maturity Date |
| Foreign currency contracts | $194 | Jul 2025 |
The following table summarizes the gain/(loss) recognized in earnings for economic (non-designated) derivative instruments:
| (in millions) | 2026 | 2025 | 2024 |
|---|---|---|---|
| Foreign currency contracts | $(4) | $(6) | $1 |
Fair Value of Financial Instruments
The carrying amounts of cash and equivalents, trade receivables, net, accounts payable, and other accrued liabilities at June 30, 2026 and 2025 approximate fair value due to their short-term maturities.
The following table summarizes the estimated fair value of our long-term obligations and other short-term borrowings compared to the respective carrying amounts at June 30:
| (in millions) | 2026 | 2025 |
|---|---|---|
| Estimated fair value | $8,783 | $8,388 |
| Carrying amount | 8,886 | 8,527 |
The fair value of our long-term obligations and other short-term borrowings is estimated based on either the quoted market prices for the same or similar issues or other inputs derived from available market information, which represents a Level 2 measurement.
The following table is a summary of the fair value gain/(loss) of our derivative instruments based upon the estimated amount that we would receive (or pay), considering counter-party credit risk, to terminate the contracts at June 30:
| 2026 | 2025 | |||
|---|---|---|---|---|
| (in millions) | NotionalAmount | Fair ValueGain/(Loss) | NotionalAmount | Fair ValueGain/(Loss) |
| Pay-floating interest rate swaps | $2,200 | $(47) | $1,600 | $(29) |
| Foreign currency contracts | 591 | 6 | 575 | 5 |
| Cross-currency swap | 253 | 9 | 332 | (24) |
- Shareholders' Deficit
At June 30, 2026 and 2025, authorized capital shares consisted of the following:750 million Class A common shares, without par value;5 million Class B common shares, without par value; and 500 thousand non-voting preferred shares, without par value. The
Notes to Financial Statements
Class A common shares and Class B common shares are collectively referred to below as “common shares.” Holders of common shares are entitled to share equally in any dividends declared by the Board of Directors and to participate equally in all distributions of assets upon liquidation. Generally, the holders of Class A common shares are entitled toone vote per share, and the holders of Class B common shares are entitled to one-fifth of one vote per share on proposals presented to shareholders for vote. Under certain circumstances, the holders of Class B common shares are entitled to vote as a separate class. Only Class A common shares were outstanding at June 30, 2026 and 2025.
We repurchased $2.9 billion of our common shares, in the aggregate, through share repurchase programs during fiscal 2026,2025, and 2024, as described below. We funded the repurchases with available cash. The common shares repurchased are held in treasury to be used for general corporate purposes.
The following table presents the share repurchase programs executed during fiscal 2026, 2025, and 2024:
| Quarter Entered | Date Concluded | Aggregate Purchase Price(in millions) | Initial Shares (in millions) | Reference Price | Final Shares (in millions) | Weighted Average Price per Common Share |
|---|---|---|---|---|---|---|
| Q4 FY26 | 6/26/2026 | $350 | 1.5 | $182.50 | 0.2 | $206.37 |
| Q3 FY26 | 4/20/2026 | $250 | 0.9 | $215.42 | 0.3 | $209.55 |
| Q2 FY26 | 12/15/2025 | $375 | 1.6 | $190.22 | 0.3 | $200.00 |
| Q1 FY26 | 10/31/2025 | $375 | 2.0 | $148.12 | 0.4 | $151.88 |
| Q3 FY25 | 3/11/2025 | $375 | 2.4 | $125.33 | 0.6 | $125.87 |
| Q1 FY25 | 10/30/2024 | $375 | 2.7 | $109.65 | 0.7 | $110.10 |
| Q2 FY24 | 12/13/2023 | $250 | 2.0 | $101.66 | 0.4 | $103.67 |
| Q1 FY24 | 10/31/2023 | $500 | 4.4 | $90.57 | 1.3 | $88.22 |
During fiscal 2026 and 2025, we paid $8 million and $15 million for excise taxes, respectively, related to the completion of prior ASR programs.
During fiscal 2025, we retired 56 million of common stock shares without par value.
Accumulated Other Comprehensive Loss
The following table summarizes the changes in the balance of accumulated other comprehensive loss by component and in total:
| (in millions) | ForeignCurrencyTranslationAdjustments and Other | UnrealizedGain/(Loss) onDerivatives,net of tax | Accumulated OtherComprehensiveLoss |
|---|---|---|---|
| Balance at June 30, 2024 | $(138) | $(29) | $(167) |
| Other comprehensive income/(loss), before reclassifications | (3) | 13 | 10 |
| Amounts reclassified to earnings | — | 2 | 2 |
| Total other comprehensive income/(loss) attributable to Cardinal Health, Inc., net of tax benefit of $6 million | (3) | 15 | 12 |
| Balance at June 30, 2025 | (141) | (14) | (155) |
| Other comprehensive income, before reclassifications | 1 | 5 | 6 |
| Amounts reclassified to earnings | — | (16) | (16) |
| Total other comprehensive income/(loss) attributable to Cardinal Health, Inc., net of tax expense of $9 million | 1 | (11) | (10) |
| Balance at June 30, 2026 | $(140) | $(25) | $(165) |
- Earnings Per Share Attributable to Cardinal Health, Inc.
The following table reconciles the number of common shares used to compute basic and diluted earnings per share attributable to Cardinal Health, Inc. ("EPS"):
| (in millions, except per share amounts) | 2026 | 2025 | 2024 |
|---|---|---|---|
| Net earnings | $1,705 | $1,569 | $853 |
| Net earnings attributable to noncontrolling interest | 9 | (8) | (1) |
| Net earnings attributable to Cardinal Health, Inc. | $1,714 | $1,561 | $852 |
| Weighted-average common shares–basic | 236 | 241 | 245 |
| Effect of dilutive securities: | |||
| Employee stock options, restricted share units, and performance share units | 1 | 1 | 2 |
| Weighted-average common shares–diluted | 237 | 242 | 247 |
| Basic earnings per common share attributable to Cardinal Health, Inc.: | $7.27 | $6.48 | $3.48 |
| Diluted earnings per common share attributable to Cardinal Health, Inc.: | 7.23 | 6.45 | 3.45 |
The antidilutive restricted share units and performance share units excluded from the computation of diluted EPS were immaterial for fiscal 2026 and 2025, and 1 million for fiscal 2024.
Notes to Financial Statements
- Segment Information
We operate undertwo reportable segments: Pharma and GMPD. 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 Solutions, and OptiFreight®. The factors for determining the reportable segments include the manner in which management evaluates performance for purposes of allocating resources and assessing performance combined with the nature of the individual business activities.
Our Pharma segment distributes branded and generic pharmaceutical, specialty 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; repackages generic pharmaceuticals and over the counter healthcare products; and includes our managed services organization platforms for physician offices.
Our GMPD segment manufactures, sources, and distributes Cardinal Health brand medical, surgical, and laboratory products, which are sold in the United States, Canada, Europe, Asia, and other markets. This segment also distributes a broad range of medical, surgical, and laboratory products known as national brand products to hospitals, ambulatory surgery centers, clinical laboratories, and other healthcare providers in the United States and Canada.
The remaining three non-reportable operating segments included in Other are Nuclear and Precision Health Solutions, at-Home Solutions, and OptiFreight® Logistics. These operating segments respectively operate nuclear pharmacies and radiopharmaceutical manufacturing facilities, distribute medical products to patients' homes in the United States, and provide supply chain services and solutions to our customers.
Revenue
The following table presents revenue for thetwo reportable segments and disaggregated revenue within the remaining operating segments, included in Other, and Corporate:
| (in millions) | 2026 | 2025 | 2024 |
|---|---|---|---|
| Pharmaceutical and Specialty Solutions | $234,833 | $204,644 | $210,019 |
| Global Medical Products and Distribution | 12,719 | 12,636 | 12,381 |
| Nuclear and Precision Health Solutions | 1,851 | 1,578 | 1,369 |
| at-Home Solutions | 4,536 | 3,480 | 2,869 |
| OptiFreight® Logistics | 405 | 324 | 274 |
| Other | 6,792 | 5,382 | 4,512 |
| Total segment revenue | 254,344 | 222,662 | 226,912 |
| Corporate (1) | (96) | (84) | (85) |
| Total revenue | $254,248 | $222,578 | $226,827 |
The following table presents revenue by geographic area:
| (in millions) | 2026 | 2025 | 2024 |
|---|---|---|---|
| United States | $252,639 | $220,993 | $225,231 |
| International | 1,705 | 1,669 | 1,681 |
| Total segment revenue | 254,344 | 222,662 | 226,912 |
| Corporate (1) | (96) | (84) | (85) |
| Total revenue | $254,248 | $222,578 | $226,827 |
Segment Profit
The Company’s Chief Executive Officer, the chief operating decision maker ("CODM"), evaluates segment performance based on segment profit, among other measures. Segment profit is segment revenue less segment cost of products sold, less segment SG&A expenses. Segment SG&A expenses include share-based compensation expense as well as allocated corporate technology and shared functions expenses, including corporate management, corporate finance, financial and customer care shared services, human resources, information technology, and legal and compliance, including certain litigation defense costs. Corporate expenses are allocated to the operating segments based on headcount, level of benefit provided and other ratable allocation methodologies. The results attributable to noncontrolling interests are recorded within segment profit.
We do not allocate the following items to our segments:
last-in first-out, or ("LIFO"), inventory charges/(credits);
state opioid assessment related to prior fiscal years;
restructuring and employee severance;
amortization and other acquisition-related costs;
acquisition-related cash and share-based compensation costs;
impairments and (gain)/loss on disposal of assets, net;
litigation (recoveries)/charges, net;
other (income)/expense, net;
interest expense, net;
impairment of equity interest in Outcomes; or
provision for income taxes
In addition, certain investment spending, certain portions of enterprise-wide incentive compensation, and other spending are not allocated to the segments. Investment spending generally includes the first-year spend for certain projects that require incremental investments in the form of additional operating expenses. Because approval for these projects is dependent on executive management, we retain these expenses at Corporate. Investment spending within Corporate was $68 million, $72 million, and $59 million for fiscal 2026, 2025, and 2024, respectively.
Notes to Financial Statements
The following tables present revenue, expenses, and segment profit for the two reportable segments and the remaining operating segments, included in Other, and Corporate:
| 2026 | |||||
|---|---|---|---|---|---|
| (in millions) · Pharma · GMPD · Other · Total | |||||
| Segment revenue | $234,833 | $12,719 | $6,792 | $254,344 | |
| Cost of products sold | 229,141 | 10,383 | 5,044 | 244,568 | |
| SG&A | 2,909 | 2,078 | 1,041 | 6,028 | |
| Total segment expenses | 232,050 | 12,461 | 6,085 | 250,596 | |
| Segment profit | $2,783 | $258 | $707 | $3,748 | |
| Corporate (1) | (1,135) | ||||
| Consolidated operating earnings | $2,613 | ||||
| 2025 | |||||
|---|---|---|---|---|---|
| (in millions) · Pharma · GMPD · Other · Total | |||||
| Segment revenue | $204,644 | $12,636 | $5,382 | $222,662 | |
| Cost of products sold | 199,999 | 10,470 | 4,023 | 214,492 | |
| SG&A | 2,387 | 2,031 | 843 | 5,261 | |
| Total segment expenses | 202,386 | 12,501 | 4,866 | 219,753 | |
| Segment profit | $2,258 | $135 | $516 | $2,909 | |
| Corporate (1) | (634) | ||||
| Consolidated operating earnings | $2,275 | ||||
| 2024 | |||||
|---|---|---|---|---|---|
| (in millions) · Pharma · GMPD · Other · Total | |||||
| Segment revenue | $210,019 | $12,381 | $4,512 | $226,912 | |
| Cost of products sold | 205,864 | 10,264 | 3,367 | 219,495 | |
| SG&A | 2,140 | 2,025 | 722 | 4,887 | |
| Total segment expenses | 208,004 | 12,289 | 4,089 | 224,382 | |
| Segment profit | $2,015 | $92 | $423 | $2,530 | |
| Corporate (1) | (1,287) | ||||
| Consolidated operating earnings | $1,243 | ||||
(1)Corporate revenue and expenses consists of the elimination of inter-segment revenue and other revenue and expenses not allocated to the segments.
Segment Assets
The following table presents total assets for thetwo reportable segments and the remaining operating segments, included in Other, and Corporate at June 30:
| (in millions) | 2026 | 2025 |
|---|---|---|
| Pharmaceutical and Specialty Solutions | $40,777 | $37,313 |
| Global Medical Products and Distribution | 6,651 | 6,889 |
| Other | 4,098 | 4,045 |
| Corporate | 5,773 | 4,875 |
| Total assets | $57,299 | $53,122 |
The following tables present depreciation and amortization and additions to property and equipment for thetwo reportable segments and the remaining operating segments, included in Other, and Corporate:
| (in millions) | 2026 | 2025 | 2024 |
|---|---|---|---|
| Pharmaceutical and Specialty Solutions | $257 | $185 | $184 |
| Global Medical Products and Distribution | 219 | 212 | 205 |
| Other | 112 | 88 | 79 |
| Corporate | 368 | 305 | 242 |
| Total depreciation and amortization | $956 | $790 | $710 |
| (in millions) | 2026 | 2025 | 2024 |
|---|---|---|---|
| Pharmaceutical and Specialty Solutions | $160 | $118 | $76 |
| Global Medical Products and Distribution | 134 | 133 | 136 |
| Other | 111 | 88 | 81 |
| Corporate | 244 | 208 | 218 |
| Total additions to property and equipment | $649 | $547 | $511 |
The following table presents property and equipment, net by geographic area at June 30:
| (in millions) | 2026 | 2025 |
|---|---|---|
| United States | $2,607 | $2,422 |
| International | 424 | 436 |
| Property and equipment, net | $3,031 | $2,858 |
- Share-Based Compensation
We maintain Cardinal Health, Inc. stock incentive plans (collectively, the “Plans”) for the benefit of certain of our officers, directors, and employees. Upon vesting these units convert to common shares without restrictions or future service requirements. At June 30, 2026,16 million shares remain available for future grants under the Cardinal Health, Inc. 2021 Long-Term Incentive Plan ("2021 LTIP"). Under the 2021 LTIP's fungible share counting provisions, stock options are counted against the plan as one share for every share issued; awards other than stock options are counted against the plan as two and one-half shares for every share issued. This means that only 7 million shares could be issued under awards other than stock options while 16 million shares could be issued under stock options. Shares are issued out of treasury shares when stock options are exercised and when restricted share units and performance share units vest. There wereno stock options granted to employees during fiscal 2026, 2025, or 2024.
During fiscal 2026 and 2024, we modified the equity incentive awards ofsix andfour employees, respectively, to amend provisions over involuntary termination. We recognized incremental share-based compensation expense of $1 million in fiscal 2026 and $9 million in fiscal 2024.
Notes to Financial Statements
The following table provides total share-based compensation expense by type of award:
| (in millions) | 2026 | 2025 | 2024 |
|---|---|---|---|
| Restricted share unit expense | $72 | $71 | $77 |
| Performance share unit expense | 50 | 50 | 44 |
| Total share-based compensation expense | $122 | $121 | $121 |
The total tax benefit related to share-based compensation was $15 million, $14 million, and $16 million for fiscal 2026, 2025, and 2024, respectively. Share-based compensation expense is included in selling, general, and administrative expenses in the consolidated statements of earnings. Our consolidated statements of cash flows present our share-based compensation expense as a reconciling adjustment between net income and net cash provided by operating activities for all periods presented.
Restricted Share Units
Restricted share units granted under the Plans generally vest in equal annual installments over three years. Restricted share units accrue cash dividend equivalents that are payable upon vesting of the awards.
The following table summarizes all transactions related to restricted share units under the Plans:
| (in millions, except per share amounts) | Restricted Share Units | Weighted-AverageGrant Date FairValue per Share |
|---|---|---|
| Nonvested at June 30, 2024 | 1.7 | $70.98 |
| Granted | 0.7 | 108.72 |
| Vested | (0.9) | 72.07 |
| Canceled and forfeited | (0.1) | 94.67 |
| Nonvested at June 30, 2025 | 1.4 | 86.30 |
| Granted | 0.6 | 158.85 |
| Vested | (0.8) | 90.67 |
| Canceled and forfeited | (0.1) | 124.98 |
| Nonvested at June 30, 2026 | 1.1 | $85.89 |
The following table provides additional data related to restricted share unit activity:
| (in millions) | 2026 | 2025 | 2024 |
|---|---|---|---|
| Total compensation cost, net of estimated forfeitures, related to nonvested restricted share and share unit awards not yet recognized, pre-tax | $74 | $64 | $71 |
| Weighted-average period in years over which restricted share and share unit cost is expected to be recognized (in years) | 2 | 2 | 2 |
| Total fair value of shares vested during the year | $60 | $60 | $63 |
Performance Share Units
Performance share units generally vest over athree-year performance period based on achievement of specific performance goals. Based on the extent to which the performance goals are achieved and the Company's TSR relative to the S&P 500 Health Care Index, vested shares may range from zero to 240 percent of the target award amount. Performance share units accrue cash
dividend equivalents that are payable upon vesting of the awards.
The following table summarizes all transactions related to performance share units under the Plans (based on target award amounts):
| (in millions, except per share amounts) | PerformanceShare Units | Weighted-AverageGrant Date FairValue per Share |
|---|---|---|
| Nonvested at June 30, 2024 | 1.3 | $97.03 |
| Granted | 0.5 | 113.88 |
| Vested | (0.3) | 108.79 |
| Canceled and forfeited | — | — |
| Nonvested at June 30, 2025 | 1.5 | 99.45 |
| Granted | 0.5 | 153.66 |
| Vested | (0.7) | 92.71 |
| Canceled and forfeited | (0.1) | 125.34 |
| Nonvested at June 30, 2026 | 1.2 | $117.07 |
The following table provides additional data related to performance share unit activity:
| (in millions) | 2026 | 2025 | 2024 |
|---|---|---|---|
| Total compensation cost, net of estimated forfeitures, related to nonvested performance share units not yet recognized, pre-tax | $49 | $47 | $46 |
| Weighted-average period over which performance share unit cost is expected to be recognized (in years) | 2 | 2 | 2 |
| Total fair value of shares vested during the year | $108 | $49 | $20 |
Employee Retirement Savings Plans
Substantially all of our domestic non-union employees are eligible to be enrolled in our company-sponsored contributory retirement savings plans, which include features under Section 401(k) of the Internal Revenue Code of 1986 and provide for matching and discretionary contributions by us. The total expense for our employee retirement savings plans was $152 million, $89 million, and $65 million for fiscal 2026, 2025, and 2024, respectively.
The Specialty Alliance Share-Based Compensation
The Specialty Alliance, a majority-owned subsidiary of Cardinal Health, maintains standalone share-based compensation plans. Share-based compensation expense associated with these awards of $245 million and $123 million was recognized during fiscal 2026 and 2025, respectively. Of the expense recognized during fiscal 2026 and 2025, $238 million and $120 million is included in acquisition-related cash and share-based compensation costs and $7 million and $3 million is included in SG&A expenses in the consolidated statements of earnings, respectively. The liability and associated future expenses may vary based on the changes in the estimated fair value.
Notes to Financial Statements
The following table summarizes the fair market value of The Specialty Alliance Units as of June 30, 2026:
| (in millions, except per share amounts) | Specialty Alliance Share Units | Fair Valueper Share |
|---|---|---|
| Nonvested at January 30, 2025 | 216 | $1.54 |
| Granted | 47 | 1.46 |
| Vested | (56) | 1.46 |
| Canceled and forfeited | (1) | 1.46 |
| Nonvested at June 30, 2025 | 206 | 1.54 |
| Vested at June 30, 2025 | 548 | 1.54 |
| Granted | 228 | 1.53 |
| Vested | (171) | 1.53 |
| Canceled and forfeited | 3 | 1.53 |
| Nonvested at June 30, 2026 | 266 | $1.53 |
| Vested at June 30, 2026 | 835 | $1.53 |
The total fair value of The Specialty Alliance Units vested during fiscal 2026 and 2025 was $258 million and $82 million, respectively. During fiscal 2026 and 2025, we recognized adjustments to the fair value of the liability, resulting in income of $13 million and expense of $41 million, respectively, related to the vested Specialty Alliance Units, which is recognized in acquisition-related cash and share-based compensation costs.
At June 30, 2026, the total pre-tax compensation cost related to nonvested Specialty Alliance Units not yet recognized was $407 million, which is expected to be recognized over a weighted-average period of approximately four years.
| Schedule II | Valuation and Qualifying Accounts |
|---|
Cardinal Health, Inc. and Subsidiaries
Schedule II - Valuation and Qualifying Accounts
| (in millions) | Balance atBeginning of Period | Charged to Costsand Expenses (1) | Charged toOther Accounts (2) | Deductions (3) | Balance atEnd of Period |
|---|---|---|---|---|---|
| Accounts receivable | $213 | $101 | $1 | $(114) | $201 |
| Finance notes receivable | 2 | 13 | — | (8) | 7 |
| Sales returns and allowances | 447 | 1,797 | — | (1,914) | 330 |
| $662 | $1,911 | $1 | $(2,036) | $538 | |
| Accounts receivable | $233 | $88 | $1 | $(109) | $213 |
| Finance notes receivable | 3 | 3 | — | (4) | 2 |
| Sales returns and allowances | 441 | 2,155 | — | (2,149) | 447 |
| $677 | $2,246 | $1 | $(2,262) | $662 | |
| Accounts receivable | $240 | $108 | $— | $(115) | $233 |
| Finance notes receivable | 6 | 2 | — | (5) | 3 |
| Sales returns and allowances | 474 | 2,207 | — | (2,240) | 441 |
| $720 | $2,317 | $— | $(2,360) | $677 |
(1)Fiscal 2026, 2025, and 2024 accounts receivable operating earnings impacts include $40 million, $38 million, and $74 million, respectively, for reserves related to service charges and customer disputes, excluded from provision for bad debts on the consolidated statements of cash flows and classified as a reduction in revenue in the consolidated statements of earnings.
(2)Recoveries of amounts provided for or written off were immaterial for fiscal 2026, 2025, and 2024.
(3)Write-off of uncollectible accounts or actual sales returns.
The sum of the components may not equal the total due to rounding.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.