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1、Table of ContentsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549Form 10-QQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March 31,2025orTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE

2、 ACT OF 1934For the transition period from.to.Commission File Number:1-11373Cardinal Health,Inc.(Exact name of registrant as specified in its charter)Ohio31-0958666(State or other jurisdiction ofincorporation or organization)(IRS EmployerIdentification No.)7000 Cardinal Place,Dublin,Ohio43017(Addres

3、s of principal executive offices)(Zip Code)(614)757-5000(Registrants telephone number,including area code)Securities registered pursuant to Section 12(b)of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon shares(without par value)CAHNew York Stock ExchangeI

4、ndicate by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of1934 during the preceding 12 months(or for such shorter period that the registrant was required to file such reports),and(2)has been subject tosuch filing

5、requirements for the past 90 days.Yes No oIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period that the r

6、egistrant was required tosubmit such files).Yes No oIndicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reportingcompany,or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“sm

7、aller reporting company”andemerging growth company in Rule 12b-2 of the Exchange Act.Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth companyIf an emerging growth company,indicate by check mark if the registrant has elected not to use the extended

8、 transition period for complying withany new or revised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act.Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes No The number of the registrants common shar

9、es,without par value,outstanding as of April 25,2025,was the following:238,677,005.Cardinal HealthQ3 Fiscal 2025 Form 10-QTable of ContentsPageManagements Discussion and Analysis of Financial Condition and Results of Operations2Explanation and Reconciliation of Non-GAAP Financial Measures15Quantitat

10、ive and Qualitative Disclosures about Market Risk18Controls and Procedures18Legal Proceedings19Risk Factors19Unregistered Sales of Equity Securities and Use of Proceeds20Financial Statements21Exhibits43Form 10-Q Cross Reference Index44Signatures45About Cardinal HealthCardinal Health,Inc.,an Ohio cor

11、poration formed in 1979,is a global healthcare services and products company providing customized solutionsfor hospitals,healthcare systems,pharmacies,ambulatory surgery centers,clinical laboratories,physician offices,and patients in the home.Weprovide pharmaceuticals and medical products and cost-e

12、ffective solutions that enhance supply chain efficiency.We connect patients,providers,payers,pharmacists,and manufacturers for integrated care coordination.We report our financial results in two reportable segments:Pharmaceutical and Specialty Solutions(Pharma)segment and Global MedicalProducts and

13、Distribution(GMPD)segment.All remaining operating segments that are not significant enough to require separate reportablesegment disclosures are included in Other,which is comprised of Nuclear and Precision Health Solutions,at-Home Solutions,and OptiFreightLogistics.As used in this report,“we,”“our,

14、”“us,”and similar pronouns refer to Cardinal Health,Inc.and its majority-owned and consolidatedsubsidiaries,unless the context requires otherwise.Our fiscal year ends on June 30.References to fiscal 2025 and fiscal 2024 and to FY25 andFY24 are to the fiscal years ending or ended June 30,2025 and Jun

15、e 30,2024,respectively.Forward-Looking StatementsThis Quarterly Report on Form 10-Q for the quarter ended March 31,2025(this Form 10-Q)(including information incorporated by reference)includes forward-looking statements addressing expectations,prospects,estimates,and other matters that are dependent

16、 upon future eventsor developments.Many forward-looking statements appear in Managements Discussion and Analysis of Financial Condition and Results ofOperations(MD&A),but there are others in this Form 10-Q,which may be identified by words such as“expect,”“anticipate,”“intend,”“plan,”“believe,”“will,

17、”“should,”“could,”“would,”“project,”“continue,”“likely,”and similar expressions,and include statements reflecting future resultsor guidance,statements of outlook,and expense accruals.These matters are subject to risks and uncertainties that could cause actual results todiffer materially from those m

18、ade,projected,or implied.The most significant of these risks and uncertainties are described in this Form 10-Q,including Exhibit 99.1,and in Risk Factors in our Annual Report on Form 10-K for the fiscal year ended June 30,2024(“2024 Form 10-K”),ourForm 10-Q for the quarters ended September 30,2024 a

19、nd December 31,2024 and other SEC filings made since June 30,2024.Forward-looking statements in this Form 10-Q speak only as of the date of this document.Except to the extent required by applicable law,we undertakeno obligation to update or revise any forward-looking statement.Non-GAAP Financial Mea

20、suresIn the Overview of Consolidated Results section of MD&A,we use financial measures that are derived from our consolidated financial data butare not presented in our condensed consolidated financial statements prepared in accordance with U.S.generally accepted accountingprinciples(GAAP).These mea

21、sures are considered non-GAAP financial measures under the United States Securities and ExchangeCommission(SEC)rules.The reasons we use these non-GAAP financial measures and the reconciliations to their most directly comparableGAAP financial measures are included in the“Explanation and Reconciliatio

22、n of Non-GAAP Financial Measures”section following MD&A in thisForm 10-Q.1Cardinal Health|Q3 Fiscal 2025 Form 10-QMD&AOverviewManagements Discussion and Analysis of Financial Condition andResults of OperationsThe discussion and analysis presented below is concerned with material changes in financial

23、 condition and results of operations,includingamounts and certainty of cash flows from operations and from outside sources,between the periods specified in our condensed consolidatedbalance sheets at March 31,2025 and June 30,2024,and in our condensed consolidated statements of earnings and our cond

24、ensedconsolidated statements of cash flows for the three and nine months ended March 31,2025 and 2024.All comparisons presented are withrespect to the prior-year period,unless stated otherwise.The discussion and analysis in this Form 10-Q should be read in conjunction with theMD&A included in our 20

25、24 Form 10-K.2Cardinal Health|Q3 Fiscal 2025 Form 10-QMD&AOverviewOverview of Consolidated ResultsRevenueRevenue for the three and nine months ended March 31,2025 was flat at$54.9 billion and decreased 3 percent to$162.4 billion,respectively,from the comparative prior-year periods,primarily due to t

26、he expiration of the Pharma segment OptumRx contracts,partially offset by brandedand specialty pharmaceutical sales growth from existing and new customers.GAAP and Non-GAAP Operating EarningsThree Months Ended March 31,Nine Months Ended March 31,(in millions)20252024Change20252024ChangeGAAP operatin

27、g earnings$730$369 98%$1,847$842 N.M.Shareholder cooperation agreement costs 1 1 Restructuring and employee severance28 53 61 106 Amortization and other acquisition-related costs152 80 331 207 Acquisition-related cash and share-based compensation costs20 20 Impairments and(gain)/loss on disposal of

28、assets,net(17)84(15)626 Litigation(recoveries)/charges,net(105)80(176)28 Non-GAAP operating earnings$807$667 21%$2,067$1,809 14%The sum of the components and certain computations may reflect rounding adjustments.For the three and nine months ended March 31,2025,GAAP operating earnings increased to$7

29、30 million and$1.8 billion,respectively,andnon-GAAP operating earnings increased 21 percent to$807 million and 14 percent to$2.1 billion,respectively,from the comparative prior-yearperiods.The increases in both GAAP and non-GAAP operating earnings were driven by the increased contribution from brand

30、ed pharmaceuticaland specialty pharmaceutical products,the beneficial impact of enterprise-wide cost savings measures,and MSO platforms acquisitions,partially offset by the expiration of the OptumRx contracts.The increases to GAAP operating earnings were also driven by the absence of thepre-tax non-

31、cash goodwill impairment charges related to the GMPD segment recorded during the three and nine months ended March 31,2024of$90 million and$675 million,respectively.The increases to GAAP operating earnings were favorably impacted by net recoveries in classaction antitrust litigation in which we were

32、 a class member or plaintiff,for which we recognized$106 million and$165 million during the three andnine months ended March 31,2025,respectively,as compared to$6 million and$77 million during the three and nine months ended March 31,2024,respectively.3Cardinal Health|Q3 Fiscal 2025 Form 10-QMD&AOve

33、rviewGAAP and Non-GAAP Diluted EPSThree Months Ended March 31,Nine Months Ended March 31,($per share)20252024Change20252024ChangeGAAP diluted EPS$2.10$1.07 96%$5.44$2.50 N.M.Restructuring and employee severance0.09 0.16 0.19 0.32 Amortization and other acquisition-related costs0.48 0.24 1.02 0.62 Ac

34、quisition-related cash and share-based compensation costs0.06 0.06 Impairments and(gain)/loss on disposal of assets,net(0.06)0.44(0.04)2.21 Litigation(recoveries)/charges,net(0.32)0.18(0.51)0.04 Non-GAAP diluted EPS$2.35$2.09 13%$6.16$5.69 8%The sum of the components and certain computations may ref

35、lect rounding adjustments.(1)Diluted earnings per share attributable to Cardinal Health,Inc.(diluted EPS).(2)For the three and nine months ended March 31,2024,impairments and(gain)/loss on disposal of assets,net includes pre-tax goodwill impairment charges of$90 million and$675 million,respectively,

36、related to the GMPD segment.This had an adverse impact of$0.44 and$2.36 per share to GAAP diluted EPS for the three and nine months endedMarch 31,2024,respectively.GAAP diluted EPS for the three and nine months ended March 31,2025 increased to$2.10 and$5.44,respectively,from the comparative prior-ye

37、ar periods,primarily due to the factors impacting GAAP operating earnings discussed in the preceding section,partially offset by increasedinterest expense.Non-GAAP diluted EPS for the three and nine months ended March 31,2025 increased 13 percent to$2.35 and 8 percent to$6.16,respectively,from the c

38、omparative prior-year periods,primarily due to the factors impacting non-GAAP operating earnings discussed in the preceding section,partially offset by increased interest expense.Cash and EquivalentsOur cash and equivalents balance was$3.3 billion at March 31,2025 compared to$5.1 billion at June 30,

39、2024.During the nine months endedMarch 31,2025,net cash provided by operating activities was$870 million,which includes the impact of unwinding the negative net workingcapital associated with the OptumRx contracts and the normal timing of payments to vendors,partially offset by the benefit of onboar

40、ding newcustomers.Cash provided by operating activities also includes the impact of payments totaling$797 million related to the opioid litigation.During the nine months ended March 31,2025,we deployed$1.1 billion for the Integrated Oncology Network(ION)acquisition and$2.8 billionto acquire a 73 per

41、cent ownership interest in GI Alliance(GIA).In addition,during the nine months ended March 31,2025,we issued additionallong-term debt and received net proceeds of$2.9 billion to fund a portion of the consideration paid in connection with our acquisitions and forgeneral purposes,and deployed cash of$

42、765 million for share repurchases,$400 million for debt repayment,$374 million for cash dividends,and$315 million for capital expenditures.See Note 2 and Note 6 of the Notes to Condensed Consolidated Financial Statements for additional information on these acquisitions and thedebt issuance,respectiv

43、ely.(1)(2)(1)4Cardinal Health|Q3 Fiscal 2025 Form 10-QMD&AOverviewSignificant Developments in Fiscal 2025 and TrendsAcquisitionsGI Alliance(GIA)On January 30,2025,we completed the acquisition of a 73 percent ownership interest in GIA,a management services organization(MSO)primarily serving gastroent

44、erologists and urologists,for a purchase price of approximately$2.8 billion in cash,subject to certain adjustments.Beginning on the third anniversary of the closing,we have the ability to exercise a call right to purchase up to 100 percent of the remainingoutstanding equity.GIAs MSO provides service

45、s to over 900 physicians across 345 practice locations in 20 states.We consolidate the results ofGIA in our condensed consolidated financial statements and report those consolidated results within our Pharma segment.The portion of GIAnet earnings attributable to noncontrolling interest holders is re

46、ported as a reduction to net earnings in the condensed consolidated statements ofearnings.Additionally,on April 14,2025,we announced that we entered into a definitive agreement to acquire Urology America.This transaction is subjectto the satisfaction of customary closing conditions,including receipt

47、 of required regulatory approvals.Advanced Diabetes Supply Group(ADSG)On April 1,2025,we completed the acquisition of ADSG,a diabetic medical supplies provider,for a purchase price of$1.1 billion in cash,subjectto certain adjustments.ADSG serves approximately 500,000 patients annually providing inno

48、vative diabetes therapies from leadingmanufacturers.ADSG will become part of our at-Home Solutions operating segment and we will report ADSG results in Other.We financed the acquisitions of GIA and ADSG with a combination of cash on hand and cash proceeds from the new debt financing as describedin N

49、ote 6 of the Notes to Condensed Consolidated Financial Statements.We expect the acquisitions of GIA and ADSG to positively impact respective segment revenue and segment profit while increasing amortizationand acquisition-related costs and acquisition-related cash and share-based compensation costs d

50、uring the remainder of fiscal 2025,fiscal 2026,and beyond.See Note 2 of the Notes to Condensed Consolidated Financial Statements for additional information on these acquisitions.TariffsRecent U.S.tariffs imposed or threatened to be imposed on China,Mexico,Canada and other countries and any retaliato

51、ry actions taken bysuch countries could result in us incurring substantial additional costs to source materials,directly and indirectly,from affected countries,andmay require us to raise prices on certain products and seek alternative sources of supply.It is also possible that we could experience su

52、pplydisruptions or shortages as a result of tariffs or other protective measures.We have taken action to reduce the potential impact of tariffs on our costs;however,at this time,the countries which will be subject to tariffs andthe tariff rate that may be imposed on each country is uncertain and we

53、do not expect to be able to establish alternative sources of supply orotherwise mitigate the potential impact of tariffs on all of the products that we source,manufacture or distribute.If we are not able to offset theimpact of tariffs through price increases or otherwise mitigate the impacts,our fin

54、ancial results could be negatively impacted.Additionally,if our competitors do not increase prices,or increase prices to a lesser extent than we do,or are able to offset the impact of tariffsthrough other actions,our competitive and financial position may be adversely affected.Pharmaceutical and Spe

55、cialty Solutions SegmentOptumRx ContractsIn April 2024,we announced that our pharmaceutical distribution contracts with OptumRx would expire at the end of June 2024.Sales toOptumRx generated 17 percent of our consolidated revenue in fiscal 2024;however,due to the class of trade,sales to OptumRx gene

56、rated ameaningfully lower operating margin than the overall Pharma segment.The expiration of the OptumRx contracts and unwinding of the negativenet working capital associated with the contracts adversely impacted our results of operations,including segment profit,financial condition,andcash flows du

57、ring the nine months ended March 31,2025.While we have offset the impact through 5Cardinal Health|Q3 Fiscal 2025 Form 10-QMD&AOverviewa combination of onboarding new customers,growth from existing customers,and cost savings,we expect some adverse impacts to continuethroughout the remainder of fiscal

58、 2025.Branded PharmaceuticalsDuring fiscal 2024,we saw increased demand for GLP-1 pharmaceuticals and our sales increased significantly,despite periodic supplyshortages.These increased sales positively impacted our Pharma segment and consolidated revenue for the fiscal 2024;however,increasedGLP-1 sa

59、les did not meaningfully contribute to segment profit.Future demand and reimbursement for these medications is unpredictable andour ability to meet demand may be impacted by supply constraints.Generics ProgramDuring the three and nine months ended March 31,2025,the performance of our Pharma segment

60、generics program positively impacted theyear-over-year comparison of Pharma segment profit,excluding the impact of the OptumRx contracts expiration.The Pharma segment genericsprogram includes,among other things,the impact of generic pharmaceutical product launches,customer volumes,pricing changes,th

61、e Red OakSourcing,LLC venture(Red Oak Sourcing)with CVS Health Corporation(CVS Health),and generic pharmaceutical contract manufacturingand sourcing costs.The frequency,timing,magnitude,and profit impact of generic pharmaceutical customer volumes,pricing changes,customer contract renewals,generic ph

62、armaceutical manufacturer pricing changes,and generic pharmaceutical contract manufacturing and sourcing costs all impact Pharmasegment profit and are subject to risks and uncertainties.BioPharma SolutionsThe performance of BioPharma Solutions positively impacted the year-over-year comparison of Pha

63、rma segment profit during the three and ninemonths ended March 31,2025.BioPharma Solutions consists of services to biopharmaceutical manufacturers and healthcare providersincluding,among other things,Specialty Networks,third-party logistics(3PL),group purchasing organizations(GPOs),patient access an

64、dsupport programs,regulatory and clinical consulting,and real world data and evidence.The frequency,timing,magnitude,and profit impact of customer demand,new product launches,and our ongoing investments are subject torisks and uncertainties.These risks and uncertainties may impact Pharma segment pro

65、fit and consolidated operating earnings during theremainder of fiscal 2025 and beyond.Management Service Organization PlatformsThe performance of our MSO platforms positively impacted the year-over-year comparison of Pharma segment profit during the three monthsended March 31,2025 due to the acquisi

66、tions of ION and GIA.Our ability to successfully provide physician practice support and managementservices and to receive the value we expect to receive from our recent acquisition of MSO platforms,depends upon a number of factors,including:the ability to develop or acquire and integrate appropriate

67、 practice management and support expertise;the ability to supportrecruitment,integration,and retention of sufficient numbers of local providers and staff;the ability to successfully support negotiations withvendors,suppliers,and payors;the reimbursement environment;and competition from other healthc

68、are organizations with greater depth ofexperience or market knowledge.Global Medical Products and Distribution SegmentVolumesCardinal Health brand medical products sales grew during fiscal 2024 and during the three and nine months ended March 31,2025,and weexpect further growth for the remainder of

69、fiscal 2025 and beyond.The timing,magnitude,and profit impact of this anticipated sales growth issubject to risks and uncertainties and it is possible that sales volume may differ from our expectations and impact GMPD segment profit to agreater or lesser extent than we currently expect.6Cardinal Hea

70、lth|Q3 Fiscal 2025 Form 10-QMD&AResults of OperationsResults of OperationsRevenueThree Months Ended March 31,Nine Months Ended March 31,(in millions)20252024Change20252024ChangePharmaceutical and Specialty Solutions$50,433$50,622%$149,272$154,412(3)%Global Medical Products and Distribution3,160 3,11

71、3 2%9,437 9,272 2%Other1,304 1,154 13%3,773 3,340 13%Total segment revenue54,897 54,889%162,482 167,024(3)%Corporate(19)(21)N.M.(63)(64)N.M.Total revenue$54,878$54,868%$162,419$166,960(3)%Pharmaceutical and Specialty SolutionsPharma segment revenue for the three and nine months ended March 31,2025 w

72、as relatively flat at$50.4 billion and decreased 3 percent to$149.3 billion,respectively,from the comparative prior-year periods,primarily due to the expiration of the OptumRx contracts,partially offset bybranded and specialty pharmaceutical sales growth from existing and new customers.Global Medica

73、l Products and DistributionGMPD segment revenue for the three and nine months ended March 31,2025 increased 2 percent to$3.2 billion and$9.4 billion,respectively,from the comparative prior-year periods,primarily due to higher volumes from existing customers.OtherOther revenue for the three and nine

74、months ended March 31,2025 increased 13 percent to$1.3 billion and$3.8 billion,respectively,from thecomparative prior-year periods,due to growth across the three operating segments:at-Home Solutions,Nuclear and Precision Health Solutions,and OptiFreight Logistics.Cost of Products SoldCost of product

75、s sold for the three and nine months ended March 31,2025 was relatively flat at$52.8 billion and decreased 3 percent to$156.5billion,respectively,from the comparative prior-year periods,primarily due to the factors affecting the changes in revenue and gross margin.7Cardinal Health|Q3 Fiscal 2025 For

76、m 10-QMD&AResults of OperationsGross MarginThree Months Ended March 31,Nine Months Ended March 31,(in millions)20252024Change20252024ChangeGross margin$2,123$1,935 10%$5,966$5,532 8%Gross margin for the three and nine months ended March 31,2025 increased 10 percent to$2.1 billion and 8 percent to$6.

77、0 billion,respectively,from the comparative prior-year periods,primarily due to increased contribution from branded pharmaceutical and specialtypharmaceutical products,MSO platforms acquisitions,and BioPharma Solutions,partially offset by the expiration of the OptumRx contracts.Gross margin rates fo

78、r the three and nine months ended March 31,2025 grew 34 basis points to 3.87 percent and 36 basis points to 3.67percent,respectively,from the comparative prior-year periods,primarily due to favorable changes in the overall product mix for the Pharmasegment,MSO platforms acquisitions,and increased co

79、ntribution from branded pharmaceutical and specialty pharmaceutical products,partiallydriven by the expiration of the OptumRx contracts.Distribution,Selling,General and Administrative(SG&A)ExpensesThree Months Ended March 31,Nine Months Ended March 31,(in millions)20252024Change20252024ChangeSG&A ex

80、penses$1,315$1,269 4%$3,898$3,723 5%SG&A expenses for the three months ended March 31,2025 increased 4 percent to$1.3 billion from the comparative prior-year quarter,primarilydue to MSO platforms acquisitions and higher costs to support sales growth for existing customers,partially offset by the ben

81、eficial impact ofenterprise-wide cost savings measures.SG&A expenses for the nine months ended March 31,2025 increased 5 percent to$3.9 billion from the comparative prior-year period,primarilydue to MSO platforms acquisitions,higher health and welfare costs,and higher costs to support sales growth f

82、or existing customers,partiallyoffset by the beneficial impact of enterprise-wide cost savings measures.8Cardinal Health|Q3 Fiscal 2025 Form 10-QMD&AResults of OperationsSegment ProfitWe evaluate segment performance based on segment profit,among other measures.See Note 13 of the Notes to Condensed C

83、onsolidatedFinancial Statements for additional information on segment profit.Three Months Ended March 31,Nine Months Ended March 31,(in millions)20252024Change20252024ChangePharmaceutical and Specialty Solutions$662$582 14%$1,723$1,533 12%Global Medical Products and Distribution39 22 77%65 45 44%Oth

84、er134 110 22%356 312 14%Total segment profit835 714 17%2,144 1,890 13%Corporate(105)(345)N.M.(297)(1,048)N.M.Total consolidated operating earnings$730$369 98%$1,847$842 N.M.Pharmaceutical and Specialty SolutionsPharma segment profit for the three months ended March 31,2025 increased 14 percent to$66

85、2 million from the comparative prior-year quarter,primarily due to the increased contribution from branded pharmaceutical and specialty pharmaceutical products,MSO platforms acquisitions,BioPharma Solutions,and the performance of our generics program,partially offset by the expiration of the OptumRx

86、 contracts.Pharma segment profit for the nine months ended March 31,2025 increased 12 percent to$1.7 billion from the comparative prior-year period,primarily due to the increased contribution from branded pharmaceutical and specialty pharmaceutical products,BioPharma Solutions,and theperformance of

87、our generics program,partially offset by the expiration of the OptumRx contracts.Global Medical Products and DistributionGMPD segment profit for the three months ended March 31,2025 increased 77 percent to$39 million from the comparative prior-year quarter,primarily due to the beneficial impact of c

88、ost optimization initiatives,partially offset by higher manufacturing costs.GMPD segment profit for the nine months ended March 31,2025 increased 44 percent to$65 million from the comparative prior-year period,primarily due to the beneficial impact of cost optimization initiatives and growth from ex

89、isting customers,partially offset by higher manufacturingcosts.OtherOther segment profit for the three and nine months ended March 31,2025 increased 22 percent to$134 million and 14 percent to$356 million,respectively,from the comparative prior-year periods,primarily due to the performance of OptiFr

90、eight Logistics and at-Home Solutions.CorporateThe changes in Corporate for the three and nine months ended March 31,2025 were due to the factors discussed in the Other Components ofConsolidated Operating Earnings section that follows.9Cardinal Health|Q3 Fiscal 2025 Form 10-QMD&AResults of Operation

91、sOther Components of Consolidated Operating EarningsIn addition to revenue,gross margin,and SG&A expenses discussed previously,consolidated operating earnings were impacted by thefollowing:Three Months Ended March 31,Nine Months Ended March 31,(in millions)2025202420252024Restructuring and employee

92、severance$28$53$61$106 Amortization and other acquisition-related costs152 80 331 207 Acquisition-related cash and share-based compensation costs20$20 Impairments and(gain)/loss on disposal of assets,net(17)84(15)626 Litigation(recoveries)/charges,net(105)80(176)28 Restructuring and Employee Severan

93、ceRestructuring and employee severance costs during the three and nine months ended March 31,2025 were primarily related to certain initiativesto rationalize our manufacturing operations and the implementation of certain enterprise-wide cost-savings measures.Restructuring and employee severance cost

94、s during the three and nine months ended March 31,2024 were primarily due to certain projectsresulting from the review of our strategy portfolio,capital-allocation framework,and operations,and certain initiatives to rationalize ourmanufacturing operations.Amortization and Other Acquisition-Related C

95、ostsAmortization of acquisition-related intangible assets was$77 million and$64 million for the three months ended March 31,2025 and 2024,respectively,and$214 million and$191 million for the nine months ended March 31,2025 and 2024,respectively.Transaction and integration costs associated with acqui

96、sitions were$75 million and$117 million for the three and nine months ended March 31,2025,respectively.Acquisition-related Cash and Share-based Compensation CostsAcquisition-related cash and share-based compensation costs were$20 million for both the three and nine months ended March 31,2025,primari

97、ly resulting from the acquisition of GIA.Impairments and(Gain)/Loss on Disposal of Assets,NetWe recognized pre-tax non-cash goodwill impairment charges of$90 million and$675 million related to the GMPD segment during the three andnine months ended March 31,2024,respectively.Litigation(Recoveries)/Ch

98、arges,NetWe recognized income for net recoveries in class action antitrust litigation in which we were a class member or plaintiff of$106 million and$165 million during the three and nine months ended March 31,2025,respectively,and$6 million and$77 million during the three and ninemonths ended March

99、 31,2024,respectively.We recognized$13 million in opioid-related insurance recoveries during the nine months endedMarch 31,2025.We recognized expense of$88 million and$110 million in connection with opioid-related matters during the three and ninemonths ended March 31,2024,respectively.10Cardinal He

100、alth|Q3 Fiscal 2025 Form 10-QMD&AResults of OperationsEarnings Before Income TaxesIn addition to the items discussed above,earnings before income taxes were impacted by the following:Three Months Ended March 31,Nine Months Ended March 31,(in millions)20252024Change20252024ChangeOther(income)/expense

101、,net$(9)$(1)N.M.$(11)$(10)10%Interest expense,net74 28 N.M.141 42 N.M.Interest Expense,NetInterest expense for the three months ended March 31,2025 increased to$74 million from the comparative prior-year quarter,primarily due tothe new debt financing.Interest expense for the nine months ended March

102、31,2025 increased to$141 million from the comparative prior-yearperiod,primarily due the new debt financing and decreased interest income from cash and equivalents.See Note 6 of the Notes to CondensedConsolidated Financial Statements for additional information on the new debt financing.Provision for

103、 Income TaxesThe effective tax rate was 23.6 percent and 23.3 percent for the three months ended March 31,2025 and 2024,respectively,and 22.8 percentand 23.4 percent for the nine months ended March 31,2025 and 2024,respectively.The prior-year tax rates reflect the impact of the tax effectsof goodwil

104、l impairment charges as well as certain other discrete items.See Note 8 of the Notes to Condensed Consolidated FinancialStatements for additional information.Tax Effects of Goodwill Impairment ChargesDuring the nine months ended March 31,2024,we recognized pre-tax goodwill impairment charges of$675

105、million related to the GMPDsegment.The net tax benefit related to these charges was$56 million for fiscal 2024.Unless an item is considered discrete because it is unusual or infrequent,the tax impact of the item is included in our estimated annual effectivetax rate.When items are recognized through

106、our estimated annual effective tax rate,we apply our estimated annual effective tax rate to theearnings before income taxes for the year-to-date period to compute our impact from income taxes for the current quarter and year-to-dateperiod.The tax impacts of discrete items are recognized in their ent

107、irety in the period in which they occur.The tax effect of the goodwill impairment charges recorded during the nine months ended March 31,2024 was included in our estimated annualeffective tax rate because it was not considered unusual or infrequent,given that we recorded goodwill impairments in prio

108、r fiscal years.Theimpact of the non-deductible goodwill impairment increased the estimated annual effective tax rate for fiscal 2024.Applying the higher tax rate tothe pre-tax income for the nine months ended March 31,2024 resulted in recognizing an incremental interim tax benefit of approximately$3

109、6 million,which impacted the provision for income taxes in the condensed consolidated statements of earnings during the nine months endedMarch 31,2024.The incremental interim tax benefit reversed in the fourth quarter of fiscal 2024.11Cardinal Health|Q3 Fiscal 2025 Form 10-QMD&ALiquidity and Capital

110、 ResourcesLiquidity and Capital ResourcesWe currently believe that,based on available capital resources and projected operating cash flow,we have adequate capital resources to fundour operations and expected future cash needs as described below.In addition to those disclosed,if we decide to engage i

111、n one or moreacquisitions,depending on the size and timing of such transactions,we may need to access capital markets for additional financing.Cash and EquivalentsOur cash and equivalents balance was$3.3 billion at March 31,2025compared to$5.1 billion at June 30,2024.During the nine months ended Mar

112、ch 31,2025,net cash provided byoperating activities was$870 million,which includes the impact ofunwinding the negative net working capital associated with theOptumRx contracts and the normal timing of payments to vendors,partially offset by the benefit of onboarding new customers.Cashprovided by ope

113、rating activities also includes the impact of paymentstotaling$797 million related to the opioid litigation.During the nine months ended March 31,2025,we deployed$1.1 billion for the ION acquisition and$2.8 billion to acquire a 73percent ownership interest in GIA.In addition,during the nine monthsen

114、ded March 31,2025,we issued additional long-term debt andreceived net proceeds of$2.9 billion to fund a portion of theconsideration paid in connection with our acquisitions and for generalpurposes,and deployed cash of$765 million for sharerepurchases,$400 million for debt repayment,$374 million for

115、cashdividends,and$315 million for capital expenditures.At March 31,2025,our cash and equivalents were held in cashdepository accounts with major banks or invested in high quality,short-term liquid investments.Changes in working capital,which impact operating cash flow,canvary significantly depending

116、 on factors such as the timing of customerpayments,inventory purchases,payments to vendors,and taxpayments in the regular course of business,as well as fluctuatingworking capital needs driven by customer and product mix.The cash and equivalents balance at March 31,2025 includes$602million of cash he

117、ld by subsidiaries outside of the United States.Other Financing Arrangements and Financial InstrumentsCredit Facilities and Commercial PaperIn addition to cash and equivalents and operating cash flow,othersources of liquidity at March 31,2025 include a$3.0 billioncommercial paper program,backed by a

118、$2.0 billion revolving creditfacility and a$1.0 billion 364-Day revolving credit facility that expiresin October 2025.We also have a$1.0 billion committed receivablessales facility through September 2025.At March 31,2025,we had noamounts outstanding under our commercial paper program,revolvingcredit

119、 facilities,or our committed receivables sales facility.On December 5,2024,we entered into a term loan credit agreementthat,among other things,provides commitments for a term loanfacility in an aggregate amount of up to$1.0 billion.No amounts wereborrowed from this agreement as of March 31,2025.Howe

120、ver,onApril 1,2025,we closed on our acquisition of ADSG and borrowed$800 million under this term loan facility.The loan provided under thisterm loan credit agreement will mature three years from the date ofborrowing and allows for prepayment,which may be acceleratedpursuant to certain conditions spe

121、cified 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.Our term loan credit agreement,revolving credit,and committedreceivables sales facilities require us to maintain a consolidatednet l

122、everage ratio of no more than 3.75-to-1.As of March 31,2025,we were in compliance with this financial covenant.Long-Term Debt and Other Short-Term BorrowingsWe had total long-term obligations,including the current portion andother short-term borrowings,of$7.7 billion and$5.1 billion atMarch 31,2025

123、and June 30,2024,respectively.In November 2024,we issued additional debt with the aggregateprincipal amount of$2.9 billion to fund a portion of the considerationpayable in connection with the GIA and ADSG acquisitions,and forgeneral purposes.The notes issued are$500 million aggregateprincipal amount

124、 of 4.7%Notes that mature on November 15,2026,$750 million aggregate principal amount of 5.0%Notes that matureon November 15,2029,$1.0 billion aggregate principal amount of5.35%Notes that mature on November 15,2034,and$650 millionaggregate principal amount of 5.75%Notes that mature on November15,205

125、4.The proceeds of the notes issued,net of discounts,premiums,and debt issuance costs were$2.9 billion.We alsoobtained a commitment letter on November 11,2024 from a financialinstitution for a$2.9 billion unsecured bridge term loan facility thatcould have been used to complete the acquisition of GIA.

126、Weincurred fees related to the facility,which are included in interestexpense,net.The unsecured bridge term loan facility was neverentered into and we terminated the commitment letter on November22,2024.12Cardinal Health|Q3 Fiscal 2025 Form 10-QMD&ALiquidity and Capital ResourcesDuring the nine mont

127、hs ended March 31,2025,we repaid the fullprincipal of$400 million of the 3.5%Notes due 2024 at maturity withproceeds from the debt issuance in fiscal 2024,$200 million of whichwere invested in short-term time deposits and classifiedas prepaid expenses and other in our condensed consolidatedbalance s

128、heets at June 30,2024.As of March 31,2025,all short-termtime deposits related to the debt issuance in fiscal 2024 havematured.Capital DeploymentOpioid Litigation Settlement AgreementWe had$4.9 billion accrued at March 31,2025 related to certainnational opioid litigation settlements,as further descri

129、bed within Note7 of the Notes to Condensed Consolidated Financial Statements.We expect the majority of the remaining payment amounts to occurthrough 2038.During the nine months ended March 31,2025,wemade payments totaling$797 million,which included our fourthannual payment under the agreement to set

130、tle the vast majority of theopioid lawsuits filed by states and local governmental entities(theNational Opioid Settlement Agreement)and payments related to thesettlement agreements with the City of Baltimore and a national classof private acute care hospitals.The amounts of future annualpayments und

131、er the National Opioid Settlement Agreement may differfrom the payments that we have already made.Capital ExpendituresCapital expenditures during the nine months ended March 31,2025and 2024 were$315 million and$318 million,respectively.DividendsOn each of May 7,2024,August 15,2024,November 5,2024 an

132、dFebruary 3,2025,our Board of Directors approved a quarterlydividend of$0.5056 per share,or$2.02 per share on an annualizedbasis,which were paid on July 15,2024,October 15,2024,January15,2025,and April 15,2025 to shareholders of record on July 1,2024,October 1,2024,January 2,2025,and April 1,2025,re

133、spectively.Share RepurchasesDuring the nine months ended March 31,2025,we deployed$750 million for repurchases of our common shares underaccelerated share repurchase(ASR)programs.We funded therepurchases with available cash.See Note 11 of the Notes toCondensed Consolidated Financial Statements for a

134、dditionalinformation.During the nine months ended March 31,2025,we paid$15 millionfor excise taxes related to the completion of prior ASR programs.As of March 31,2025,we had$2.7 billion remaining under ourexisting share repurchase authorization.AcquisitionsOn January 30,2025,we completed the acquisi

135、tion of a 73 percentownership interest in GIA,a gastroenterology management servicesorganization supporting more than 900 physicians across 345practice locations in 20 states,for a purchase price of approximately$2.8 billion in cash,subject to certain adjustments.On December 2,2024,we completed the

136、acquisition of ION,amanagement services organization that supports more than 50practice sites in 10 states representing more than 100 providers,for apurchase price of$1.1 billion in cash,subject to certain adjustments.On April 1,2025,we completed the acquisition of ADSG,a diabeticmedical supplies pr

137、ovider serving approximately 500,000 patientsannually by providing the latest innovations in diabetes therapies fromleading manufacturers,for a purchase price of approximately$1.1billion in cash,subject to certain adjustments.In November 2024,we issued additional debt with the aggregateprincipal amo

138、unt of$2.9 billion to fund a portion of the considerationpayable in connection with the GIA and ADSG acquisitions and forgeneral purposes.See Note 2 and Note 6 of the Notes toCondensed Consolidated Financial Statements for additionalinformation.13Cardinal Health|Q3 Fiscal 2025 Form 10-QMD&AOther Ite

139、msOther ItemsThe MD&A in the 2024 Form 10-K addresses our contractual obligations and cash requirements,as of and for the fiscal year ended June 30,2024.Other than the considerations noted above in connection with acquisitions and our debt issuance,there have been no subsequent materialchanges outsi

140、de of the ordinary course of business to those items.See Note 2 and Note 6 of the Notes to Condensed Consolidated FinancialStatements for additional information.Critical Accounting Policies and Sensitive Accounting EstimatesThe discussion and analysis presented below is a supplemental disclosure to

141、the critical accounting policies and sensitive accounting estimatesspecified in our consolidated balance sheet at June 30,2024.This discussion and analysis should be read in conjunction with the CriticalAccounting Policies and Sensitive Accounting Estimates included in our 2024 Form 10-K and our For

142、m 10-Q for the quarters ended September30,2024 and December 31,2024.Critical accounting policies are those accounting policies that(i)can have a significant impact on our financial condition and results of operationsand(ii)require the use of complex and subjective estimates based upon past experienc

143、e and managements judgment.Other people applyingreasonable judgment to the same facts and circumstances could develop different estimates.Because estimates are inherently uncertain,actualresults may differ,including due to the risks discussed in Risk Factors and other risks discussed in our 2024 For

144、m 10-K and our other filingswith the SEC since June 30,2024.GoodwillPurchased goodwill is tested for impairment annually or whenindicators of impairment exist.Goodwill impairment testing involves acomparison of the estimated fair value of reporting units to therespective carrying amount,which may be

145、 performed utilizing either aqualitative or quantitative assessment.Qualitative factors are firstassessed to determine if it is more likely than not that the fair value ofa reporting unit is less than its carrying amount.If it is determined thatit is more likely than not that the fair value does not

146、 exceed thecarrying amount,then a quantitative test is performed.Thequantitative goodwill impairment test involves a comparison of theestimated fair value of the reporting unit to the respective carryingamount.A reporting unit is defined as an operating segment or onelevel below an operating segment

147、(also known as a component).Our reporting units are:Pharmaceutical and Specialty Solutions(excluding Navista&ION and GIA),Navista&ION,GIA,GMPD,Nuclear and Precision Health Solutions,at-Home Solutions,andOptiFreight Logistics.Goodwill impairment testing involves judgment,including theidentification o

148、f reporting units,qualitative evaluation of events andcircumstances to determine if it is more likely than not that animpairment exists,and,if necessary,the estimation of the fair value ofthe applicable reporting unit.Our qualitative evaluation considers theweight of evidence and significance of all

149、 identified events andcircumstances and most relevant drivers of fair value,both positiveand negative,in determining whether it is more likely than not that thefair value of a reporting unit is less than its carrying amount.at-Home Solutions GoodwillDuring our fiscal 2024 annual impairment test,the

150、fair value of our at-Home Solutions reporting unit exceeded its carrying amount by lessthan 1 percent.A decrease in future cash flows,an increase in thediscount rate or a decrease in the terminal growth rate,among otherthings,could result in a goodwill impairment for at-Home Solutions.During the thr

151、ee months ended March 31,2025,there were noindicators of goodwill impairment for the at-Home Solutions reportingunit.Global Medical Products and Distribution GoodwillDuring fiscal 2024,we recorded$675 million of goodwill impairmentcharges related to our GMPD reporting unit.GMPD goodwill was fullyimp

152、aired during the third quarter of fiscal 2024.14Cardinal Health|Q3 Fiscal 2025 Form 10-QExplanation and Reconciliation of Non-GAAP Financial MeasuresExplanation and Reconciliation of Non-GAAP Financial MeasuresThe Overview of Consolidated Results section within MD&A in this Form 10-Q contains financ

153、ial measures that are not calculated inaccordance with GAAP.In addition to analyzing our business based on financial information prepared in accordance with GAAP,we use these non-GAAP financialmeasures internally to evaluate our performance,engage in financial and operational planning,and determine

154、incentive compensation becausewe believe that these measures provide additional perspective on and,in some circumstances are more closely correlated to,the performanceof our underlying,ongoing business.We provide these non-GAAP financial measures to investors as supplemental metrics to assist reader

155、s inassessing the effects of items and events on our financial and operating results on a year-over-year basis and in comparing our performance tothat of our competitors.However,the non-GAAP financial measures that we use may be calculated differently from,and therefore may not becomparable to,simil

156、arly titled measures used by other companies.The non-GAAP financial measures disclosed by us should not be considereda substitute for,or superior to,financial measures calculated in accordance with GAAP,and the financial results calculated in accordance withGAAP and reconciliations to those financia

157、l statements set forth below should be carefully evaluated.Exclusions from Non-GAAP Financial MeasuresManagement believes it is useful to exclude the following items from the non-GAAP measures presented in this report for its own and forinvestors assessment of the business for the reasons identified

158、 below:LIFO charges and credits are excluded because the factors that drive last-in first-out(LIFO)inventory charges or credits,such aspharmaceutical manufacturer price appreciation or deflation and year-end inventory levels(which can be meaningfully influenced bycustomer buying behavior immediately

159、 preceding our fiscal year-end),are largely out of our control and cannot be accurately predicted.The exclusion of LIFO charges and credits from non-GAAP metrics facilitates comparison of our current financial results to our historicalfinancial results and to our peer group companies financial resul

160、ts.We did not recognize any LIFO charges or credits during the periodspresented.State opioid assessments related to prior fiscal years is the portion of state assessments for prescription opioid medications that weresold or distributed in periods prior to the period in which the expense is incurred.

161、This portion is excluded from non-GAAP financialmeasures because it is retrospectively applied to sales in prior fiscal years and inclusion would obscure analysis of the current fiscalyear results of our underlying,ongoing business.Additionally,while states laws may require us to make payments on an

162、 ongoing basis,the portion of the assessment related to sales in prior periods are contemplated to be one-time,nonrecurring items.Income from stateopioid assessments related to prior fiscal years represents reversals of accruals due to changes in estimates or when the underlyingassessments were inva

163、lidated by a Court or reimbursed by manufacturers.Shareholder cooperation agreement costs includes costs such as legal,consulting and other expenses incurred in relation to theagreement(the Cooperation Agreement)entered into among Elliott Associates,L.P.,Elliott International,L.P.(together,Elliott)a

164、ndCardinal Health.These include costs incurred to negotiate and finalize the Cooperation Agreement and costs incurred by the BusinessReview Committee of the Board of Directors,formed under this Cooperation Agreement,tasked with undertaking a comprehensivereview of our strategy,portfolio,capital allo

165、cation framework,and operations.We have excluded these costs from our non-GAAP metricsbecause they do not occur in or reflect the ordinary course of our ongoing business operations and may obscure analysis of trends andfinancial performance.The Cooperation Agreement expired in the second quarter of

166、fiscal 2025.Restructuring and employee severance costs are excluded because they are not part of the ongoing operations of our underlyingbusiness and include,but are not limited to,costs related to divestitures,closing and consolidating facilities,changing the way wemanufacture or distribute our pro

167、ducts,moving manufacturing of a product to another location,changes in production or businessprocess outsourcing or insourcing,employee severance and realigning operations.Amortization and other acquisition-related costs,which include transaction costs,integration costs,and changes in the fair value

168、 ofcontingent consideration obligations,are excluded because they are not part of the ongoing operations of our underlying business and tofacilitate comparison of our current financial results to our historical financial results and to our peer group companies financial results.Additionally,costs fo

169、r amortization of acquisition-related intangible assets and amortization as a result of basis differences in equitymethod investments are non-cash amounts,which are variable in amount and frequency and are significantly impacted by the timingand size of acquisitions,so their exclusion facilitates co

170、mparison of historical,current and forecasted financial results.We also excludeother acquisition-related costs,which are directly related to an acquisition but do 15Cardinal Health|Q3 Fiscal 2025 Form 10-QExplanation and Reconciliation of Non-GAAP Financial Measuresnot meet the criteria to be recogn

171、ized on the acquired entitys initial balance sheet as part of the purchase price allocation.These costsare also significantly impacted by the timing,complexity and size of acquisitions.Acquisition-related cash and share-based compensation costs are incurred in connection with contingent cash payment

172、s or the issuanceof share-based payment awards,which include service requirements,as a part of certain physician practice acquisitions.These costsare excluded because they are unrelated to the underlying operating results of our business and to facilitate comparison of our currentfinancial results t

173、o our historical financial results and to our peer group companies financial results.In addition,the magnitude of theseexpenses is significantly impacted by the timing and size of the acquisitions of physician practices.Impairments and gain or loss on disposal of assets,net are excluded because they

174、 do not occur in or reflect the ordinary course of ourongoing business operations and are inherently unpredictable in timing and amount,and in the case of impairments,are non-cashamounts,so their exclusion facilitates comparison of historical,current and forecasted financial results.Litigation recov

175、eries or charges,net are excluded because they often relate to events that may have occurred in prior or multipleperiods,do not occur in or reflect the ordinary course of our business and are inherently unpredictable in timing and amount.Loss on early extinguishment of debt is excluded because it do

176、es not typically occur in the normal course of business and may obscureanalysis of trends and financial performance.Additionally,the amount and frequency of this type of charge is not consistent and issignificantly impacted by the timing and size of debt extinguishment transactions.The tax effect fo

177、r each of the items listed above is determined using the tax rate and other tax attributes applicable to the item and thejurisdiction(s)in which the item is recorded.The gross,tax and net impact of each item are presented with our GAAP to non-GAAPreconciliations.DefinitionsGrowth rate calculation:gr

178、owth rates in this report are determined by dividing the difference between current-period results and prior-periodresults by prior-period results.Non-GAAP operating earnings:operating earnings excluding(1)LIFO charges/(credits),(2)state opioid assessment related to prior fiscalyears,(3)shareholder

179、cooperation agreement costs,(4)restructuring and employee severance,(5)amortization and other acquisition-relatedcosts,(6)acquisition-related cash and share-based compensation costs,(7)impairments and(gain)/loss on disposal of assets,net and(8)litigation(recoveries)/charges,net.Non-GAAP earnings bef

180、ore income taxes:earnings before income taxes excluding(1)LIFO charges/(credits),(2)state opioid assessmentrelated to prior fiscal years,(3)shareholder cooperation agreement costs,(4)restructuring and employee severance,(5)amortization and otheracquisition-related costs,(6)acquisition-related cash a

181、nd share-based compensation costs,(7)impairments and(gain)/loss on disposal ofassets,net,(8)litigation(recoveries)/charges,net and(9)loss on early extinguishment of debt.Non-GAAP net earnings attributable to non-controlling interests:net earnings attributable to non-controlling interests excluding(1

182、)LIFOcharges/(credits),(2)state opioid assessment related to prior fiscal years,(3)shareholder cooperation agreement costs,(4)restructuring andemployee severance,(5)amortization and other acquisition-related costs,(6)acquisition-related cash and share-based compensation costs,(7)impairments and(gain

183、)/loss on disposal of assets,net,(8)litigation(recoveries)/charges,net and(9)loss on early extinguishment of debt,eachnet of tax.Non-GAAP net earnings attributable to Cardinal Health,Inc.:net earnings attributable to Cardinal Health,Inc.excluding(1)LIFOcharges/(credits),(2)state opioid assessment re

184、lated to prior fiscal years,(3)shareholder cooperation agreement costs,(4)restructuring andemployee severance,(5)amortization and other acquisition-related costs,(6)acquisition-related cash and share-based compensation costs,(7)impairments and(gain)/loss on disposal of assets,net,(8)litigation(recov

185、eries)/charges,net and(9)loss on early extinguishment of debt,eachnet of tax.Non-GAAP effective tax rate:provision for income taxes adjusted for the tax impacts of(1)LIFO charges/(credits),(2)state opioid assessmentrelated to prior fiscal years,(3)shareholder cooperation agreement costs,(4)restructu

186、ring and employee severance,(5)amortization and otheracquisition-related costs,(6)acquisition-related cash and share-based compensation costs,(7)impairments and(gain)/loss on disposal ofassets,net,(8)litigation(recoveries)/charges,net and(9)loss on early extinguishment of debt divided by(earnings be

187、fore income taxesadjusted for the items above).Non-GAAP diluted earnings per share attributable to Cardinal Health,Inc.:non-GAAP net earnings attributable to Cardinal Health,Inc.divided by diluted weighted-average shares outstanding.16Cardinal Health|Q3 Fiscal 2025 Form 10-QExplanation and Reconcili

188、ation of Non-GAAP Financial MeasuresGAAP to Non-GAAP Reconciliation(in millions,except per common share amounts)OperatingEarningsOperatingEarningsGrowth RateEarningsBeforeIncomeTaxesProvisionfor IncomeTaxesNet EarningsAttributableto Non-controllingInterestsNetEarningsNetEarningsGrowth RateDilutedEPS

189、DilutedEPSGrowthRateThree Months Ended March 31,2025GAAP$730 98%$665$157$(2)$506 94%$2.10 96%Restructuring and employee severance28 28 7 21 0.09 Amortization and other acquisition-related costs152 152 34(2)116 0.48 Acquisition-related cash and share-based compensationcosts20 20 1(4)15 0.06 Impairmen

190、ts and(gain)/loss on disposal of assets,net(17)(17)(4)(13)(0.06)Litigation(recoveries)/charges,net(105)(105)(27)(78)(0.32)Non-GAAP$807 21%$741$166$(7)$568 11%$2.35 13%Three Months Ended March 31,2024GAAP$369(39)%$342$80$(1)$261(28)%$1.07(24)%Shareholder cooperation agreement costs1 1 1 Restructuring

191、 and employee severance53 53 14 39 0.16 Amortization and other acquisition-related costs80 80 21 59 0.24 Impairments and(gain)/loss on disposal of assets,net 84 84(21)105 0.44 Litigation(recoveries)/charges,net80 80 34 46 0.18 Non-GAAP$667 5%$640$128$(1)$511 8%$2.09 14%Nine Months Ended March 31,202

192、5GAAP$1,847 N.M.$1,717$391$(4)$1,322 N.M.$5.44 N.M.Restructuring and employee severance61 61 15 46 0.19 Amortization and other acquisition-related costs331 331 81(2)248 1.02 Acquisition-related cash and share-based compensationcosts20 20 1(4)15 0.06 Impairments and(gain)/loss on disposal of assets,n

193、et(15)(15)(4)(11)(0.04)Litigation(recoveries)/charges,net(176)(176)(51)(125)(0.51)Non-GAAP$2,067 14%$1,937$431$(10)$1,495 6%$6.16 8%Nine Months Ended March 31,2024GAAP$842 31%$810$190$(3)$617 60%$2.50 71%Shareholder cooperation agreement costs1 1 1 Restructuring and employee severance106 106 28 78 0

194、.32 Amortization and other acquisition-related costs207 207 55 152 0.62 Impairments and(gain)/loss on disposal of assets,net 626 626 79 547 2.21 Litigation(recoveries)/charges,net28 28 17 11 0.04 Non-GAAP$1,809 17%$1,777$369$(3)$1,405 20%$5.69 29%Attributable to Cardinal Health,Inc.For the three and

195、 nine months ended March 31,2024,impairments and(gain)/loss on disposal of assets,net included pre-tax goodwill impairment charges of$90 million and$675 million,respectively,related to the GMPD segment.For fiscal 2024,the net tax benefit related to these charges was$56 million andwas included in the

196、 annual effective tax rate.As a result,the amount of tax benefit increased by an incremental$36 million for the nine months ended March31,2024 and reversed in the fourth quarter of fiscal 2024.The sum of the components and certain computations may reflect rounding adjustments.We apply varying tax ra

197、tes depending on the items nature and tax jurisdiction where it is incurred.1111221 2 17Cardinal Health|Q3 Fiscal 2025 Form 10-QOtherQuantitative and Qualitative Disclosures About Market RiskThere have been no material changes in the quantitative and qualitative market risk disclosures included in t

198、he 2024 Form 10-K since the end offiscal 2024 through March 31,2025.Controls and ProceduresEvaluation of Disclosure Controls and ProceduresWe evaluated,with the participation of our principal executive officer and principal financial officer,the effectiveness of our disclosure controlsand procedures

199、(as defined in Rule 13a-15(e)under the Securities Exchange Act of 1934(the Exchange Act)as of March 31,2025.Based onthis evaluation,our principal executive officer and principal financial officer have concluded that as of March 31,2025,our disclosure controlsand procedures were effective to provide

200、reasonable assurance that information required to be disclosed in our reports under the Exchange Actis recorded,processed,summarized,and reported within the time periods specified in the SEC rules and forms and that such information isaccumulated and communicated to management as appropriate to allo

201、w timely decisions regarding required disclosure.Changes in Internal Control Over Financial ReportingThere were no changes in our internal control over financial reporting during the quarter ended March 31,2025 that have materially affected,orare reasonably likely to materially affect,our internal c

202、ontrol over financial reporting.18Cardinal Health|Q3 Fiscal 2025 Form 10-QOtherLegal ProceedingsThe legal proceedings described in Note 7 of the Notes to Condensed Consolidated Financial Statements are incorporated in this LegalProceedings section by reference.Risk FactorsYou should carefully consid

203、er the information in this Form 10-Q and the risk factors discussed in Risk Factors and other risks discussed in the2024 Form 10-K,our Form 10-Q for the quarters ended September 30,2024 and December 31,2024,and our other filings with the SEC sinceJune 30,2024.These risks could materially and adverse

204、ly affect our results of operations,financial condition,liquidity,and cash flows.Ourbusiness also could be affected by risks that we are not presently aware of or that we currently consider immaterial to our operations.Our ability to manage and complete acquisitions could impact our strategic object

205、ives and financial condition.From time to time,we look to acquire other businesses that expand or complement our existing businesses or enable our entry into new lines ofbusiness.Completion of such acquisitions,including our recently announced acquisitions,and the integration of acquired businesses

206、involve anumber of risks,including the following:we may overpay for a business or fail to realize the synergies,financial,strategic and other benefits weexpect from the acquisition;our managements attention may be diverted to integration efforts;we may fail to retain key personnel of theacquired bus

207、iness;future developments may impair the value of our purchased goodwill or intangible assets;we may face difficulties or delaysestablishing,integrating or combining operations and systems,including manufacturing facilities;we may assume liabilities related to legalproceedings involving the acquired

208、 business;we may face challenges retaining the customers of the acquired business;we may requirefinancing that may not be available on favorable terms;we may not receive regulatory approval necessary to timely complete an acquisition;orwe may encounter unforeseen internal control,regulatory or compl

209、iance issues.Additional debt or the use of a significant portion of our cashmay have an adverse impact on our access to liquidity,limit our flexibility in responding to other business opportunities,and increase exposureto adverse economic and industry conditions.Any of the foregoing may impact our a

210、bility to achieve anticipated benefits of an acquisition,whichmight have an adverse impact on results of operations and financial conditions.Our results of operations and financial condition may be adversely affected by risks associated with entering new lines of business.As a result of our recently

211、 announced acquisitions,we are entering into new lines of business,including providing physician practice support andmanagement services,that complement our pre-existing businesses.Such new lines of business involve numerous risks and uncertainties thatmay be different from or more significant than

212、the risks and uncertainties facing our legacy businesses,including risks arising under or related tofraud,waste and abuse laws,direct or indirect ownership of provider practices and closer ties to the practice of medicine,litigation involvingphysicians,and risks from regulatory or legislative change

213、s that may limit direct or indirect ownership of provider practices or our ability toprovide physician practice support and management services.Additionally,our ability to successfully execute on providing physician practicesupport and management services,including through direct or indirect ownersh

214、ip of provider practices as permitted by applicable law,dependsupon a number of factors,including:the ability to develop or acquire and integrate appropriate practice management and support expertise;theability to support recruitment,integration,and retention of sufficient numbers of local providers

215、 and staff;the ability to successfully supportnegotiations with vendors,suppliers,and payors;the reimbursement environment;and competition from other healthcare organizations withgreater depth of experience or market knowledge.Changes or uncertainty in U.S.or international trade policies and exposur

216、e to economic,political and currency and other risks coulddisrupt our global operations or negatively impact our financial results.We conduct our operations in various regions of the world outside of the United States,including Europe,Asia and Latin America.Globaldevelopments can affect our business

217、 in many ways.Our global operations are affected by local economic environments,including inflation,recession and competition.Additionally,divergent or unfamiliar regulatory systems and labor markets can increase the risks and burdens ofoperating in numerous countries.For example,recent U.S.tariffs

218、imposed or threatened to be imposed on China,Mexico,Canada,and other countries and any retaliatory actionstaken by such countries could result in us incurring substantial additional costs to source materials,directly and indirectly,from affectedcountries,and may require us to raise prices on certain

219、 products and seek alternative sources of supply.If our competitors do not increaseprices,or increase prices to a lesser extent than we do,or are able to offset the impact of tariffs through other actions,our competitive andfinancial position may be adversely affected.Additionally,if we are not able

220、 to find adequate alternate sources of supply,we may experiencesupply shortages or disruptions.Additionally,in certain circumstances,including in our Cardinal Health at-Home 19Cardinal Health|Q3 Fiscal 2025 Form 10-QOtherSolutions operating segment,we may not receive increased reimbursement commensu

221、rate with the increase in costs,which will negativelyimpact our results of operations.In addition,we conduct our business in U.S.dollars and various functional currencies of our foreign subsidiaries.Changes in foreign currencyexchange rates could adversely affect our financial results,which are repo

222、rted in U.S.dollars.We may not be able to hedge to protect us againstthese exposures,and any hedges may not successfully mitigate these exposures.Unregistered Sales of Equity Securities and Use of ProceedsIssuer Purchases of Equity SecuritiesPeriodTotal Numberof SharesPurchased(1)Average Price Paid

223、per Share(2)Total Number of SharesPurchasedas Part of Publicly AnnouncedPrograms(2,3)ApproximateDollar Value ofShares That MayYet be PurchasedUnder the Program(3)(in millions)January 202555$119.53$3,118 February 20252,393,685 125.33 2,393,681 2,818 March 2025585,521 128.09 585,510 2,743 Total2,979,2

224、61$125.87 2,979,191$2,743(1)Reflects 55,4,and 11 common shares purchased in January,February,and March 2025,respectively,through a rabbi trust as investments of participants in our DeferredCompensation Plan.(2)On February 3,2025,we entered into an ASR program to purchase common shares for an aggrega

225、te purchase price of$375 million and received an initial delivery of 2.4million common shares using a reference price of$125.33.The ASR program concluded on March 11,2025 at a volume weighted average price per common share of$125.87resulting in a final delivery of 0.6 million common shares.See Note

226、11 of the Notes to Condensed Consolidated Financial Statements for additional information.(3)On June 7,2023,our Board of Directors approved a new$3.5 billion share repurchase program,which will expire on December 31,2027.As of March 31,2025,we had$2.7 billion authorized for share repurchases remaini

227、ng under this program.Other InformationRule 10b5-1 Plan Adoptions and ModificationsDuring the three months ended March 31,2025,no director or officer adopted,modified or terminated a Rule 10b5-1 trading arrangement ornon-Rule10b5-1 trading arrangement as each term is defined in Section 408(a)of Regu

228、lation S-K under the Exchange Act.20Cardinal Health|Q3 Fiscal 2025 Form 10-QFinancial StatementsCondensed Consolidated Statements of Earnings(Unaudited)Three Months Ended March 31,Nine Months Ended March 31,(in millions,except per common share amounts)2025202420252024Revenue$54,878$54,868$162,419$16

229、6,960 Cost of products sold52,755 52,933 156,453 161,428 Gross margin2,123 1,935 5,966 5,532 Operating expenses:Distribution,selling,general and administrative expenses1,315 1,269 3,898 3,723 Restructuring and employee severance28 53 61 106 Amortization and other acquisition-related costs152 80 331

230、207 Acquisition-related cash and share-based compensation costs20 20 Impairments and(gain)/loss on disposal of assets,net(17)84(15)626 Litigation(recoveries)/charges,net(105)80(176)28 Operating earnings730 369 1,847 842 Other(income)/expense,net(9)(1)(11)(10)Interest expense,net74 28 141 42 Earnings

231、 before income taxes665 342 1,717 810 Provision for income taxes157 80 391 190 Net earnings508 262 1,326 620 Less:Net earnings attributable to noncontrolling interests(2)(1)(4)(3)Net earnings attributable to Cardinal Health,Inc.$506$261$1,322$617 Earnings per common share attributable to Cardinal He

232、alth,Inc.:Basic$2.11$1.07$5.47$2.51 Diluted2.10 1.07 5.44 2.50 Weighted-average number of common shares outstanding:Basic240243242245Diluted241245243247Cash dividends declared per common share$0.5056$0.5006$1.5168$1.5018 See notes to condensed consolidated financial statements.21Cardinal Health|Q3 F

233、iscal 2025 Form 10-QFinancial StatementsCondensed Consolidated Statements of Comprehensive Income(Unaudited)Three Months Ended March 31,Nine Months Ended March 31,(in millions)2025202420252024Net earnings$508$262$1,326$620 Other comprehensive income/(loss):Foreign currency translation adjustments an

234、d other(2)1(13)(4)Net unrealized gain/(loss)on derivative instruments,net of tax6(6)4(5)Total other comprehensive income/(loss),net of tax4(5)(9)(9)Total comprehensive income512 257 1,317 611 Less:comprehensive income attributable to noncontrolling interests(2)(1)(4)(3)Total comprehensive income att

235、ributable to Cardinal Health,Inc.$510$256$1,313$608 See notes to condensed consolidated financial statements.22Cardinal Health|Q3 Fiscal 2025 Form 10-QFinancial StatementsCondensed Consolidated Balance Sheets(in millions)March 31,2025June 30,2024(Unaudited)AssetsCurrent assets:Cash and equivalents$3

236、,326$5,133 Trade receivables,net12,666 12,084 Inventories,net16,158 14,957 Prepaid expenses and other2,398 2,663 Assets held for sale47 47 Total current assets34,595 34,884 Property and equipment,net2,664 2,529 Goodwill and other intangibles,net11,014 6,450 Other assets1,598 1,258 Total assets$49,87

237、1$45,121 Liabilities and Shareholders DeficitCurrent liabilities:Accounts payable$32,812$31,759 Current portion of long-term obligations and other short-term borrowings543 434 Other accrued liabilities3,307 3,447 Total current liabilities36,662 35,640 Long-term obligations,less current portion7,136

238、4,658 Deferred income taxes and other liabilities7,971 8,035 Shareholders deficit:Preferred shares,without par value:Authorized500 thousand shares,Issuednone Common shares,without par value:Authorized755 million shares,Issued271 million shares and 327 million shares at March 31,2025 and June 30,2024

239、,respectively2,946 2,917 Retained earnings/(accumulated deficit)664(286)Common shares in treasury,at cost:32 million shares and 83 million shares at March 31,2025 and June 30,2024,respectively(6,382)(5,677)Accumulated other comprehensive loss(176)(167)Total Cardinal Health,Inc.shareholders deficit(2

240、,948)(3,213)Noncontrolling interests1,050 1 Total shareholders deficit(1,898)(3,212)Total liabilities and shareholders deficit$49,871$45,121 See notes to condensed consolidated financial statements.23Cardinal Health|Q3 Fiscal 2025 Form 10-QFinancial StatementsCondensed Consolidated Statements of Sha

241、reholders Deficit(Unaudited)Common SharesRetainedEarnings/(AccumulatedDeficit)Treasury SharesAccumulatedOtherComprehensiveLossNoncontrollingInterestsTotalShareholdersDeficit(in millions)SharesIssuedAmountSharesAmountThree Months Ended March 31,2025Balance at December 31,2024271$2,932$283(29)$(6,026)

242、$(180)$70$(2,921)Net earnings506 2 508 Other comprehensive income,net of tax4 4 Acquisitions963 963 Vesting of noncontrolling units17 17 Employee stock plans activity,net of shareswithheld for employee taxes 13 22 35 Share repurchase program activity(3)(378)(378)Dividends declared(123)(123)Payments

243、to noncontrolling interests(3)(3)Other 1(2)1 Balance at March 31,2025271$2,946$664(32)$(6,382)$(176)$1,050$(1,898)Three Months Ended March 31,2024Balance at December 31,2023327$2,855$(535)(83)$(5,714)$(155)$2$(3,547)Net earnings261 1 262 Other comprehensive loss,net of tax(5)(5)Employee stock plans

244、activity,net of shares withheldfor employee taxes 32 21 53 Dividends declared(123)(123)Other 1 1 Balance at March 31,2024327$2,887$(396)(83)$(5,693)$(160)$3$(3,359)Nine Months Ended March 31,2025Balance at June 30,2024327$2,917$(286)(83)$(5,677)$(167)$1$(3,212)Net earnings1,322 4 1,326 Other compreh

245、ensive loss,net of tax(9)(9)Acquisitions1,035 1,035 Vesting of noncontrolling units17 17 Employee stock plans activity,net of shares withheldfor employee taxes 28 1 52 80 Share repurchase program activity(6)(757)(757)Retirement of treasury stock(56)56 Dividends declared(370)(370)Payments to noncontr

246、olling interests(7)(7)Other 1(2)(1)Balance at March 31,2025271$2,946$664(32)$(6,382)$(176)$1,050$(1,898)Nine Months Ended March 31,2024Balance at June 30,2023327$2,746$(642)(76)$(4,911)$(151)$1$(2,957)Net earnings617 3 620 Other comprehensive loss,net of tax(9)(9)Employee stock plans activity,net of

247、 shares withheldfor employee taxes 41 1 77 118 Share repurchase program activity 100(9)(859)(759)Dividends declared(372)(372)Other 1 1(1)Balance at March 31,2024327$2,887$(396)(83)$(5,693)$(160)$3$(3,359)See notes to condensed consolidated financial statements.24Cardinal Health|Q3 Fiscal 2025 Form 1

248、0-QFinancial StatementsCondensed Consolidated Statements of Cash Flows(Unaudited)Nine Months Ended March 31,(in millions)20252024Cash flows from operating activities:Net earnings$1,326$620 Adjustments to reconcile net earnings to net cash provided by operating activities:Depreciation and amortizatio

249、n581 524 Impairments and loss on sale of other investments2 Impairments and(gain)/loss on disposal of assets,net(15)626 Share-based compensation91 88 Provision for bad debts41 28 Change in operating assets and liabilities,net of effects from acquisitions and divestitures:Increase in trade receivable

250、s(367)(223)Increase in inventories(1,209)(1,258)Increase in accounts payable954 2,118 Other accrued liabilities and operating items,net(534)(843)Net cash provided by operating activities870 1,680 Cash flows from investing activities:Acquisition of subsidiaries,net of cash acquired(3,855)(1,192)Proce

251、eds from divestitures,net of cash sold2 9 Additions to property and equipment(315)(318)Proceeds from disposal of property and equipment3 10 Purchases of investments(6)(3)Proceeds from investments7 1 Proceeds from net investment hedge terminations2 28 Purchase of short-term time deposits(550)Proceeds

252、 from short-term investment in time deposit200 Net cash used in investing activities(3,962)(2,015)Cash flows from financing activities:Proceeds from long-term obligations,net of issuance costs2,869 1,139 Reduction of long-term obligations(434)(23)Net tax proceeds/(withholding)from share-based compen

253、sation(12)23 Dividends on common shares(374)(377)Purchase of treasury shares,net(765)(750)Net cash provided by financing activities1,284 12 Effect of exchange rate changes on cash and equivalents1(7)Net decrease in cash and equivalents(1,807)(330)Cash and equivalents at beginning of period5,133 4,07

254、6 Cash and equivalents at end of period$3,326$3,746 See notes to condensed consolidated financial statements.25Cardinal Health|Q3 Fiscal 2025 Form 10-QNotes to Financial StatementsNotes to Condensed Consolidated Financial Statements1.Basis of Presentation and Summary ofSignificant Accounting Policie

255、sBasis of PresentationOur condensed consolidated financial statements include theaccounts of all majority-owned or consolidated subsidiaries,and allsignificant intercompany transactions and amounts have beeneliminated.The results of businesses acquired or disposed of areincluded in the condensed con

256、solidated financial statements from thedate of the acquisition or up to the date of disposal,respectively.We report our financial results in two reportable segments:Pharmaceutical and Specialty Solutions(Pharma)segment andGlobal Medical Products and Distribution(GMPD)segment.Allremaining operating s

257、egments that are not significant enough torequire separate reportable segment disclosures are included inOther,which is comprised of Nuclear and Precision Health Solutions,at-Home Solutions,and OptiFreight Logistics.References to we,our,and similar pronouns in this Quarterly Report on Form 10-Q fort

258、he quarter ended March 31,2025(this Form 10-Q)are to CardinalHealth,Inc.and its majority-owned or consolidated subsidiariesunless the context requires otherwise.Our fiscal year ends on June 30.References to fiscal 2025 and 2024in these condensed consolidated financial statements are to the fiscalyea

259、rs ending or ended June 30,2025 and June 30,2024,respectively.Our condensed consolidated financial statements have beenprepared in accordance with the U.S.Securities and ExchangeCommission(SEC)instructions to Quarterly Reports on Form 10-Qand include the information and disclosures required by accou

260、ntingprinciples generally accepted in the United States(GAAP)forinterim financial reporting.The preparation of financial statements inconformity with GAAP requires us to make estimates,judgments andassumptions that affect amounts reported in the condensedconsolidated financial statements and accompa

261、nying notes.Actualamounts may differ from these estimated amounts.In our opinion,all adjustments necessary for a fair presentation of thecondensed consolidated financial statements have been included.Except as disclosed elsewhere in this Form 10-Q,all suchadjustments are of a normal and recurring na

262、ture.In addition,financial results presented for this fiscal 2025 interim period are notnecessarily indicative of the results that may be expected for the fullfiscal year ending June 30,2025.These condensed consolidatedfinancial statements are unaudited and,accordingly,should be readin conjunction w

263、ith the audited consolidated financial statements andrelated notes contained in our Annual Report on Form 10-K for thefiscal year ended June 30,2024(our 2024 Form 10-K).Revision of Prior Period Consolidated FinancialStatementsAs previously disclosed in the 2024 Form 10-K,we revised our priorperiod f

264、inancial statements to correct for an accounting error relatedto the at-Home Solutions operating segment that was not material,individually or in the aggregate,to our previously issued ConsolidatedFinancial Statements,as well as other unrelated immaterial errors.The appropriate revisions to our hist

265、orical condensed consolidatedfinancial statements and the notes thereto are reflected herein.SeeNote 1 and Note 16 to the Consolidated Financial Statements in the2024 Form 10-K for additional information.Major CustomersOn April 22,2024,we announced that our pharmaceutical distributioncontracts with

266、OptumRx,which expired at the end of June 2024,would not be renewed.Sales to OptumRx generated 17 percent ofour consolidated revenue in fiscal 2024.Variable Interest EntitiesWe evaluate our ownership,contractual,and other interests inentities to determine if they are a variable interest entity(“VIE”)

267、,if wehave a variable interest in those entities,and the nature and extent ofthose interests.These evaluations may involve managementjudgment and the use of estimates and assumptions based onavailable historical information,among other factors.Based on ourevaluations,if we determine we are the prima

268、ry beneficiary of suchVIEs,we consolidate such entities into our financial statements.Consolidated Variable Interest EntitiesWe consolidate a VIE when we have the power to direct the activitiesthat most significantly impact the VIEs economic performance andthe obligation to absorb losses or the righ

269、t to receive benefits of theVIE and,as a result,are considered the primary beneficiary of theVIE.On January 1,2020,GI Alliance(GIA)entered into a managementservices arrangement with Texas Digestive Disease Consultants,PLLC(“TDDC”)that authorized GIA to perform certain managementservices in the manne

270、r that it deemed reasonably appropriate to meetthe day-to-day business needs of TDDC.In exchange for themanagement services provided,GIA is entitled to receive an annualmanagement fee equal to a percentage of TDDCs net operatingincome.The agreement has a 15 year term with two successive 5year terms

271、set to renew automatically.Based on thesedeterminations,we concluded that TDDC is a VIE and that GIA is theprimary beneficiary.The VIE does not have a material impact on our condensedconsolidated statements of earnings or condensed consolidatedstatements of cash flows.Total assets and liabilities in

272、cluded in theconsolidated balance sheets for the VIE were$524 million and$249million,respectively,as of March 31,2025.26Cardinal Health|Q3 Fiscal 2025 Form 10-QNotes to Financial StatementsNoncontrolling InterestsNoncontrolling interests represent the portion of net earnings,comprehensive income and

273、 net assets that is not attributable toCardinal Health.Noncontrolling interests as of March 31,2025primarily represents third-party equity interests in GIA and ION.Thenet earnings attributable to noncontrolling interests in GIA containcertain call and put rights,however,the exercise of these options

274、 isfully within the control of Cardinal Health.and the associatednoncontrolling interest has therefore been determined to benonredeemable and classified within permanent equity.The fair valuewas estimated using the implied enterprise value based on thepurchase price paid for the controlling interest

275、.See Note 2,foradditional information on the acquisition of GIA.Recently Issued Financial Accounting Standardsand Disclosure Rules Not Yet AdoptedWe assess the adoption impacts of recently issued accountingstandards by the Financial Accounting Standards Board(FASB)onour condensed consolidated financ

276、ial statements as well as materialupdates to previous assessments,if any,from our fiscal 2024 Form10-K.Segment ReportingIn November 2023,the FASB issued Accounting Standards Update(ASU)2023-07 Segment Reporting(Topic 280):Improvements toReportable Segment Disclosures,which enhances reportablesegment

277、 disclosure requirements,primarily through disclosures ofsignificant segment expenses.This guidance will be effective for us inour fiscal 2025 Form 10-K and the guidance must be appliedretrospectively to all prior periods presented.We have evaluated theimpact of adoption of this guidance on our disc

278、losures and this will bereflected in our fiscal 2025 Form 10-K.Income Tax DisclosureIn December 2023,the FASB issued ASU 2023-09 Income Taxes(Topic 740):Improvements to Income Tax Disclosures,whichenhances income tax disclosures primarily related to the ratereconciliation and income taxes paid infor

279、mation.This guidance alsoincludes certain other amendments to improve the effectiveness ofincome tax disclosures.This guidance will be effective for us in fiscal2026 Form 10-K and should be applied on a prospective basis,withretrospective application permitted.We are currently evaluating theimpact o

280、f adoption of this guidance on our disclosures.Disaggregation of Income Statement ExpensesIn November 2024,the FASB issued ASU 2024-03 Income Statement-Reporting Comprehensive Income-Expense DisaggregationDisclosures(Subtopic 220-40),which requires disaggregateddisclosures of certain categories of e

281、xpenses which are included inany relevant income statement expense caption on an annual andinterim basis.Additionally,the guidance requires the disclosure oftotal selling expenses and,in annual reporting periods,an entitysdefinition of selling expenses.This guidancewill be effective for us in fiscal

282、 2028 Form 10-K and should be appliedon a prospective basis,with retrospective application permitted.Weare currently evaluating the impact of adoption of this guidance onour disclosures.Recently Adopted Financial Accounting StandardsThere were no new material accounting standards adopted during then

283、ine months ended March 31,2025.2.AcquisitionsIntegrated Oncology Network(ION)On December 2,2024,we completed the acquisition of ION,aphysician-led independent community oncology network,for apurchase price of$1.1 billion in cash,subject to certain adjustments.ION is a management services organizatio

284、n that supports more than50 practice sites in 10 states representing more than 100 providers.ION supports a continuum of care across its member sites includingmedical oncology,radiation oncology,urology diagnostic testing andother ancillary services.As part of the transaction,ION practices willbe in

285、tegrated into Navista,our managed services organizationintended to enhance efficiency for providers and patients,enableadditional capabilities,and increase practice profitability ofindependent community oncologists.We report ION results within ourPharma segment.The portion of ION net earnings attrib

286、utable tononcontrolling interest holders is reported as a reduction to netearnings in the condensed consolidated statements of earnings.Theacquisition was funded with available cash on hand.Transaction and integration costs associated with the ION acquisitionwere$6 million and$25 million during the

287、three and nine monthsended March 31,2025,respectively,and are included in amortizationand other acquisition-related costs in the condensed consolidatedstatements of earnings.GI Alliance(GIA)On January 30,2025,we completed the acquisition of 73 percentownership interest in GIA,a gastroenterology mana

288、gement servicesorganization,for a purchase price of approximately$2.8 billion incash,subject to certain adjustments.Beginning on the thirdanniversary of the closing,we have the ability to exercise a call rightto purchase up to 100 percent of the remaining outstanding equity.GIAs management services

289、organization platform includes over 900physicians across 345 practice locations in 20 states and has theability to further expand both geographically and in other keytherapeutic areas.We have accounted for the acquisition of the ownership interest inGIA as a business combination in accordance with A

290、SC 805.Weconsolidate the results of GIA in our condensed consolidated financialstatements and report those consolidated results within our Pharmasegment.The portion of GIA net earnings attributable tononcontrolling interest holders is reported as a reduction to netearnings in the condensed consolida

291、ted statements of earnings.27Cardinal Health|Q3 Fiscal 2025 Form 10-QNotes to Financial StatementsTransaction and integration costs associated with the GIA acquisitionwere$59 million and$69 million during the three and nine monthsended March 31,2025,respectively,and are included in amortizationand o

292、ther acquisition-related costs in the condensed consolidatedstatements of earnings.On April 14,2025,we announced that we entered into a definitiveagreement to acquire Urology America.This transaction is subject tothe satisfaction of customary closing conditions,including receipt ofrequired regulator

293、y approvals.Advanced Diabetes Supply Group(ADSG)On April 1,2025,we completed the acquisition of ADSG,one of thecountrys leading diabetic medical supplies providers,for a purchaseprice of approximately$1.1 billion in cash,subject to certainadjustments.ADSG serves approximately 500,000 patients annual

294、lyby providing the latest innovations in diabetes therapies from leadingmanufacturers.ADSG will become part of our at-Home Solutionsoperating segment and we will report ADSG results in Other.We financed the acquisition of ADSG with a combination of cash onhand and cash proceeds from new debt financi

295、ng as described inNote 6.Specialty NetworksOn March 18,2024,we completed the acquisition of SpecialtyNetworks for a purchase price of$1.2 billion in cash.SpecialtyNetworks creates clinical and economic value for providers andpartners across multiple specialty group purchasing organizations(GPOs):Uro

296、GPO,Gastrologix and GastroGPO,and UnitedRheumatology.Specialty Networks results are reflected within ourPharma segment.Transaction and integration costs associated with the SpecialtyNetwork acquisition were$2 million and$6 million during the threeand nine months ended March 31,2025,respectively and

297、transactioncosts were$15 million during the three and nine months endedMarch 31,2024.These are included in amortization and otheracquisition-related costs in the condensed consolidated statements ofearnings.Fair Value of Assets Acquired and LiabilitiesAssumedThe allocation of the purchase price for

298、the acquisitions of ION andGIA are not yet finalized and are subject to adjustment as wecomplete the valuation analysis of these acquisitions.The purchaseprices are also subject to adjustment based on working capitalrequirements as set forth in the acquisition agreements.The proforma results of oper

299、ations and the results of operations for theseacquisitions have not been separately disclosed because the effectswere not significant compared to the consolidated financialstatements.The following table summarizes the estimated fair values of theassets acquired and liabilities assumed as of the acqu

300、isition date forION and GIA:(in millions)IONGIAIdentifiable intangible assets:Customer contracts(1)$235$Trademarks(2)78 256 Non-competition agreements(3)24 Total identifiable intangible assets acquired313 280 Identifiable net assets/(liabilities):Cash and equivalents8 76 Trade receivables,net59 195

301、Inventories4 21 Prepaid expenses and other5 13 Property and equipment,net32 67 Other assets45 287 Accounts payable(10)(89)Current portion of long-term obligations and othershort-term borrowings(3)(1)Other accrued liabilities(38)(171)Long-term obligations,less current portion(14)(15)Deferred income t

302、axes and other liabilities(88)(209)Total identifiable net assets/(liabilities)acquired313 454 Noncontrolling interest(151)(884)Goodwill908 3,241 Total net assets acquired$1,070$2,811(1)The weighted-average useful life of customer contracts is 20 years.(2)The weighted-average useful life of trademark

303、s is 10 years.(3)The weighted-average useful life of non-competition agreements is 4 years.The valuation of identifiable intangible assets utilizes significantunobservable inputs and thus represents a Level 3 nonrecurring fairvalue measurement.The discount rates used to arrive at the presentvalues o

304、f the identifiable intangible assets were 9.5 percent and 10.0percent for ION and GIA,respectively,and reflect their internal ratesof return and uncertainty in the cash flow projections,which isreflective of market participant assumptions.The estimated fair value of ION customer contracts were deter

305、minedusing an income-based approach,which includes market participantexpectations of the cash flows that an asset 28Cardinal Health|Q3 Fiscal 2025 Form 10-QNotes to Financial Statementscould generate over its remaining useful life,discounted back topresent value using an appropriate rate of return.T

306、he fair value of the ION and GIA trademark intangible assets weredetermined utilizing the relief from royalty method,an income-basedapproach.Under this method,a royalty rate based on observedmarket royalties is applied to projected revenue supporting thetrademarks and discounted to present value usi

307、ng an appropriatediscount rate.The fair value of the non-compete intangibles acquired from GIA weredetermined by applying the differential cash flow method whichcompares the present value of cash flows with and without the non-compete agreements in place.The noncontrolling interests were recognized

308、at their acquisition-datefair values of$151 million and$884 million for ION and GIA,respectively.For GIA,the fair value was determined based on the fairvalue of GIAs common units.The allocation of the fair value of assets acquired and liabilitiesassumed for the Specialty Networks acquisition was fin

309、alized duringthe nine months ended March 31,2025,resulting in goodwill of$784 million.There were no significant adjustments to the allocationof the fair value of assets acquired and liabilities assumed for theSpecialty Networks acquisition from those disclosed in our fiscal 2024Form 10-K.3.Divestitu

310、resOn June 5,2023 we signed a definitive agreement to contribute theOutcomes business to TDS,a portfolio company of BlackRockLong Term Private Capital and GTCR,in exchange for a 16 percentequity interest in the combined entity.The transaction closed on July10,2023 and we recognized a pre-tax gain of

311、$53 million during thethree months ended September 30,2023,which was included inimpairments and(gain)/loss on disposal of assets,net in ourcondensed consolidated statements of earnings/(loss).This gainincludes our initial recognition of an equity method investment in thecombined entity for$147 milli

312、on,which was recorded in other assetsin our condensed consolidated balance sheets.We determined that the divestiture of the Outcomesbusiness didnot meet the criteria to be classified as discontinued operations.TheOutcomes business operated within our former Pharmaceuticalsegment and its results befo

313、re the divestiture are reflected within thePharma segment.4.Restructuring and Employee SeveranceThe following tables summarize restructuring and employeeseverance costs:Three Months Ended March 31,(in millions)20252024Employee-related$22$36 Facility exit and other6 17 Total restructuring and employe

314、eseverance$28$53 Nine Months Ended March 31,(in millions)20252024Employee-related$41$51 Facility exit and other20 55 Total restructuring and employeeseverance$61$106 Employee-related costs primarily consist of termination benefitsprovided to employees who have been involuntarily terminated,duplicate

315、 payroll costs,and retention bonuses incurred duringtransition periods.Facility exit and other costs primarily consist ofproject consulting fees,accelerated depreciation,professional projectmanagement,and costs associated with vacant facilities.Restructuring and employee severance costs during the t

316、hree andnine months ended March 31,2025 were primarily related to certaininitiatives to rationalize our manufacturing operations and theimplementation of certain enterprise-wide cost-savings measures.Restructuring and employee severance costs during the three andnine months ended March 31,2024 were

317、primarily due to certainprojects resulting from the review of our strategy portfolio,capital-allocation framework,and operations,and certain initiatives torationalize our manufacturing operations.The following table summarizes activity related to liabilitiesassociated with restructuring and employee

318、 severance:(in millions)Employee-Related CostsFacility Exitand OtherCostsTotalBalance at June 30,2024$92$5$97 Additions32 32 Payments and other adjustments(42)(5)(47)Balance at March 31,2025$82$82 TMTM TM 29Cardinal Health|Q3 Fiscal 2025 Form 10-QNotes to Financial Statements5.Goodwill and Other Int

319、angible AssetsGoodwillThe following table summarizes the changes in the carrying amountof goodwill by segment and in total:(in millions)Pharmaceuticaland SpecialtySolutionsGlobalMedicalProducts andDistributionOther(1)TotalBalance at June 30,2024$3,555$1,170$4,725 Goodwill acquired,net ofpurchase pri

320、ceadjustments4,181 4,181 Balance at March 31,2025$7,736$1,170$8,906(1)Comprised of the remaining operating segments,Nuclear and Precision HealthSolutions,at-Home Solutions and OptiFreight Logistics.The increase in the Pharma segment goodwill is due to the ION andGIA acquisitions that occurred during

321、 the nine months ended March31,2025.Goodwill recognized in connection with these acquisitionsprimarily represent the expected benefits from the expected growthfrom new customers,the assembled workforce of the acquiredentities and synergies of integrating these businesses.Substantiallyall of the good

322、will recorded is expected to be nondeductible forincome tax purposes.During the nine months ended March 31,2025,we did not identifyany indicators of impairment within our reporting units.We performed interim quantitative goodwill impairment testing forGMPD at September 30,2023 and March 31,2024,whic

323、h resulted inpre-tax goodwill impairment charges of$585 million and$90 million,respectively.GMPD goodwill was fully impaired during the thirdquarter of fiscal 2024.Other Intangible AssetsThe following tables summarize other intangible assets by class at:March 31,2025(in millions)GrossIntangibleAccum

324、ulatedAmortizationNetIntangibleWeighted-AverageRemainingAmortizationPeriod(Years)Indefinite-lifeintangibles:Trademarks andpatents$13$13 N/ATotal indefinite-lifeintangibles13 13 N/ADefinite-lifeintangibles:Customerrelationships3,640 2,574 1,066 11Trademarks,tradenames and patents896 439 457 8Customer

325、 contracts235 4 231 16Developedtechnology andother1,027 711 316 7Non-CompetitionAgreements44 19 25 4Total definite-lifeintangibles5,842 3,747 2,095 10Total otherintangibleassets$5,855$3,747$2,108 N/AJune 30,2024(in millions)GrossIntangibleAccumulatedAmortizationNetIntangibleIndefinite-life intangibl

326、es:Trademarks and patents$12$12 Total indefinite-life intangibles12 12 Definite-life intangibles:Customer relationships3,628 2,431 1,197 Trademarks,trade names andpatents561 408 153 Developed technology and other1,047 684 363 Total definite-life intangibles5,236 3,523 1,713 Total other intangible as

327、sets$5,248$3,523$1,725 30Cardinal Health|Q3 Fiscal 2025 Form 10-QNotes to Financial StatementsThe increase in definite-life intangibles is due to the acquisitions ofION and GIA.See Note 2,for additional information on theacquisitions of ION and GIA.Total amortization of intangible assetswas$77 milli

328、on and$64 million for the three months ended March 31,2025 and 2024,respectively,and$214 million and$191 million forthe nine months ended March 31,2025 and 2024,respectively.Estimated annual amortization of intangible assets for the remainderof fiscal 2025 through 2029 is as follows:$82 million,$308

329、 million,$285 million,$256 million and$249 million.6.Long-Term Obligations and Other Short-TermBorrowingsThe following table summarizes long-term obligations and othershort-term borrowings at:(in millions)(1)March 31,2025June 30,20243.5%Notes due 2024$401 3.75%Notes due 2025503 507 4.7%Notes due 202

330、6497 3.41%Notes due 20271,205 1,191 5.125%Notes due 2029645 644 5.0%Notes due 2029744 5.45%Notes due 2034499 491 5.35%Notes due 2034989 4.6%Notes due 2043322 308 4.5%Notes due 2044335 330 4.9%Notes due 2045435 423 4.368%Notes due 2047565 563 5.75%Notes due 2054641 7.0%Debentures due 2026124 124 Othe

331、r Obligations175 110 Total7,679 5,092 Less:current portion of long-termobligations and other short-termborrowings543 434 Long-term obligations,less currentportion$7,136$4,658(1)Maturities are presented on a calendar year basis.Maturities of existing long-term obligations and other short-termborrowin

332、gs for the remainder of fiscal 2025 through fiscal 2029 andthereafter are as follows:$12 million,$548 million,$1.9 billion,$27 million,$663 million and$4.6 billion.Long-Term DebtWe had total long-term obligations,including the current portion andother short-term borrowings,of$7.7 billion and$5.1 bil

333、lion atMarch 31,2025 and June 30,2024,respectively.All the notesrepresent unsecured obligations of Cardinal Health,Inc.and rankequally in right of payment with all of our existing and futureunsecured and unsubordinated indebtedness.Interest is paidpursuant to the terms of the obligations.These notes are effectivelysubordinated to the liabilities of our subsidiaries,including tradepayables of$32.8