diff --git "a/data_for_fine_tuning/test_dataset.json" "b/data_for_fine_tuning/test_dataset.json" new file mode 100644--- /dev/null +++ "b/data_for_fine_tuning/test_dataset.json" @@ -0,0 +1,5007 @@ +{ + "queries": { + "c9e90bcb-8737-49f2-b6f9-915380466adc": "What is the fiscal year end date for Builders FirstSource, Inc. as reported in the document?", + "ea8df7b1-8d6a-44da-bfc7-47d306850f24": "Which stock exchange is Builders FirstSource, Inc. listed on, and what is its trading symbol?", + "685faa96-daf5-43be-b0ba-f42aecaa1bcf": "What is the registered address of Builders FirstSource, Inc. as mentioned in the filing?", + "82c8980f-2d8f-4533-a2ac-48669a41b571": "Does Builders FirstSource, Inc. qualify as a well-known seasoned issuer according to the document?", + "1d514b75-db37-48db-8244-04a6aded5aa3": "Has Builders FirstSource, Inc. submitted electronically every Interactive Data File required during the preceding 12 months?", + "4c7f62f4-13bb-4ceb-bada-7b32c76d02da": "What is the aggregate market value of the registrant's common stock held by non-affiliates as of June 30, 2023?", + "481bdc5b-c7f9-46b2-93c0-dc34d732cbb2": "As of February 15, 2024, how many shares of the registrant's common stock were outstanding?", + "c957b77c-eee1-4f19-a92c-2f2be2efc897": "Does the registrant qualify as a shell company according to Rule 12b-2 of the Act?", + "b98349e0-27a2-4670-9ee6-d83f78c8339a": "What date is the registrant's annual meeting of stockholders scheduled for, as mentioned in the document?", + "f9e9ee47-9479-4e2e-8b26-dab829a8f95d": "Are there any error corrections in the financial statements that required a recovery analysis of incentive-based compensation for executive officers?", + "d36ebd99-c1a5-40e7-8111-060db6374acd": "What is the purpose of Item 1A in the Form 10-K for Builders FirstSource, Inc.?", + "c3a2b324-3647-4a6c-89a5-51340b45466f": "Which section of the Form 10-K discusses the company's cybersecurity measures?", + "8b738c17-ae93-4d8a-a352-fbbba6a4147e": "In which part of the Form 10-K can you find information about the management's discussion and analysis of financial condition?", + "6c7a4d00-f558-4eff-b9e8-32ab89439d35": "What information is covered under Item 11 of the Form 10-K for Builders FirstSource, Inc.?", + "c4e150e0-a6cd-4edd-bd74-0d6e2f1443e7": "How many pages does the Form 10-K document allocate to the section on legal proceedings?", + "f27b60bc-4abe-49c5-ab91-57fdef295b82": "What are the primary customer segments served by Builders FirstSource, Inc. in the U.S. residential building products supply market?", + "5c65b665-0c4c-4317-a4bf-321a8d3df7d4": "What factors could potentially affect the forward-looking statements made by Builders FirstSource, Inc. regarding its financial performance?", + "875aec0b-977b-4077-8244-b823f9cbe662": "How does Builders FirstSource, Inc. differentiate its offerings in the building materials industry?", + "e47121d2-843d-48bd-bcd8-1ea9c4b5cef8": "What are some of the key drivers of growth in the U.S. residential building products industry mentioned in the document?", + "7274e616-a71f-4260-91a0-1b69138dfea9": "In what year was Builders FirstSource, Inc. formed, and what was its original name?", + "7e370edb-8aa1-42e1-b271-fdb197999ff1": "What are the key trends currently shaping the residential building products industry as described in the document?", + "23bcd410-26cc-4521-8f13-4cd88013b449": "How do prefabricated components contribute to the efficiency of the construction process compared to conventional construction methods?", + "13577e24-41a0-4910-b796-821ed20473c8": "What percentage of net sales do the top 10 customers account for, and who is the largest customer mentioned in the document?", + "f6e0ca64-06e4-4dc1-a03f-502dfe7060dc": "In what ways are homebuilders seeking to consolidate their supplier base, according to the document?", + "e9546482-d74f-4dcc-818d-5576cf3e058f": "What are the four product categories into which the building products and services are grouped?", + "99c2f081-51d3-479b-bae1-9bb8a08e5e9c": "What are the four product categories mentioned in the document related to building products and services?", + "50f09d87-44d7-4bb9-a2aa-98e51552bde9": "How does the sales team collaborate with designers to ensure timely delivery of products to building sites?", + "55ebd827-ea2c-4104-b7a7-9f5430b856e8": "What is the purpose of the proprietary whole-house framing solution, Ready-Frame\u00ae?", + "feb55065-a64f-4233-b5b6-48a73b6dab2b": "Why are lumber and lumber sheet goods particularly sensitive to market price fluctuations?", + "736a4314-be8e-4090-a0a1-6ff857c02b56": "How does servicing a broad range of homebuilders help manage market conditions according to the document?", + "5ff01498-9be8-4f08-a71d-f7e180c35b94": "What advantages do engineered wood beams offer compared to conventional framing materials in home construction?", + "5cde348f-1809-4bdf-9b75-dc6d717fe31c": "How does the manufacturing of windows and doors in Houston, Texas, contribute to cost competitiveness for builders in that market?", + "d39e2868-2edb-4373-b058-a8cc03d4947a": "What services are included in the specialty building products and services category that assist homebuilders in improving efficiency?", + "a705f4d8-460a-4bf5-a9b0-3fb37ce59dc1": "Describe the two-step process involved in the production of trusses and wall panels as mentioned in the document.", + "79063812-e194-42a0-95b5-bd72882611e9": "In what ways does the integration of digital solutions through the Paradigm subsidiary benefit homebuilders and the homebuilding industry?", + "9493eecd-712c-4d16-8df8-1f08475a1087": "What manufacturing technologies are utilized in the production of trusses and wall panels according to the document?", + "95ef9a6a-ef9f-49aa-a2f9-578e62f2c9cc": "How does the design process differ between production builders and custom builders for manufactured products?", + "f2c06b68-018f-4330-9a55-785e9acb91d6": "What is the purpose of the Ready-Frame\u00ae framing system mentioned in the document?", + "1c9f9ab0-4fb9-4683-b5d7-f3e0d3a88e1d": "What steps are involved in the production of engineered wood components as described in the document?", + "a101b6a0-cfa7-408d-b36f-7a9e4d91e693": "How does the company aim to address labor shortages and sourcing challenges in the manufacturing process?", + "4d577364-9420-4506-b26e-9effda0e341d": "What types of products does the company manufacture in its Houston, Texas facility, and what is the primary material used for these products?", + "0bb4b4f2-b91b-4f5f-a5ce-13c0b33b9f7b": "How does the company plan to achieve organic growth in its value-added products and services?", + "b04994c3-2e99-4c91-a960-2b5f4ee25a00": "What are the key components included in the pre-hung door systems manufactured by the company?", + "75a60035-530b-459a-96de-f2a5f5a86f44": "What competitive strengths does the company intend to leverage to expand its market share in the housing sector?", + "f5ea88f7-5b40-46e2-b7d1-74b7631a16fe": "How does the company differentiate itself from competitors in the homebuilding and remodel industries according to the document?", + "a3dce2d4-d327-4577-b5d7-cd25212190ef": "What key factors do customers prioritize when selecting building products suppliers according to the document?", + "2bf728cd-f9de-47e1-b0de-b26dd8294e08": "How does the company plan to enhance its operational efficiency and customer service?", + "ae5cef5d-a382-41bd-abce-ad5176bc8a37": "In which market segments has the company expanded its operational footprint to drive growth?", + "f1d16cd9-1259-4360-86aa-9799afaffed4": "What advantages does the company's delivery fleet and inventory management provide to homebuilders?", + "ac17619a-772f-4d37-86a4-31813c518292": "What initiatives are being implemented to optimize the company's cost structure and improve operational excellence?", + "378a9bd8-c0dc-4767-a883-cc851298283a": "What strategies does the company employ to enhance employee development and retention within its high-performing culture?", + "d98c959c-2c1a-40a4-9cdc-36dafe287a9d": "How does the company prioritize environmental sustainability in its product offerings and operations?", + "11aac9f0-1d60-43e8-a716-de65734293d4": "What is the company's approach to pursuing strategic acquisitions in the U.S. residential new construction building products supply market?", + "8a697f54-0140-4165-8ce3-6506a906415f": "How does the company differentiate its sales strategy from traditional marketing methods to attract and retain customers?", + "dc15fbb3-4bc4-4d43-ac46-0382b2ee0b39": "What are the key components of the company's disciplined capital allocation priorities?", + "b8bbbf52-3303-4773-bded-5724b28eb123": "What is the primary focus of the strategy described in the document regarding customer relationships in the homebuilding industry?", + "dde82ecf-e023-49ce-92c6-9b85d03c2f61": "How does the sales team support homebuilders in terms of project management and product delivery?", + "f648218f-017d-465c-9e76-ade0f29933d5": "What are some of the specific areas where the sales team advises homebuilders to improve their projects?", + "e091812c-0403-49da-ac09-4ab6fa0365fa": "How many sales representatives were employed by the company as of December 31, 2023?", + "4870caa7-1220-4339-b520-ba33a722b0b3": "What advantages does the company claim to provide to homebuilders through its sales strategy?", + "fe43be54-73cc-44bb-a5fa-0b9345c7b7bb": "What are the key materials purchased by the company for distribution and manufacturing purposes?", + "b5887dba-174d-4a61-886b-c40387cd22cb": "How does the company manage its supplier relationships to maximize purchasing leverage and reduce dependence on any single supplier?", + "69def368-8f19-4548-9f12-64f557424db5": "What competitive advantages does the company believe it has over its competitors in the Pro Segment of the building supply market?", + "423fc020-fe76-453b-bd9a-af33065b47a0": "How many employees did the company have as of December 31, 2023, and what is the status of collective bargaining agreements among its workforce?", + "85eec958-8e79-476e-803c-10e0cc0eba47": "What strategies does the company employ to enhance employee retention and engagement within its workforce?", + "9f8cf988-5f2e-4a21-a1b9-070a2a169a4a": "What initiatives has the Company implemented to promote workplace safety and reduce employee injuries in 2023?", + "94ee6569-a75c-4c5d-b66e-f987635d4f43": "How does the Company ensure a respectful and inclusive culture among its team members?", + "a374f673-65d1-4795-954e-ed312dd5039f": "What types of training programs are offered to employees for their ongoing learning and development?", + "4461d5f7-ea7f-411d-8fa8-3b8e6378d92c": "How does the Company utilize its information technology systems to manage operations and track customer orders?", + "88fedb41-e9a5-46a5-a0fb-576a492c7414": "What key priorities were identified through the employee survey regarding the Company's efforts to enhance inclusion and engagement?", + "26cae210-33e6-4b80-83d7-21464c69b158": "What are the primary functions of the proprietary program developed for use in the component plants mentioned in the document?", + "6ea31ca1-87d3-4088-a8e1-b7496148f27c": "How does seasonality affect the company's financial performance, particularly in the first and fourth quarters?", + "1f8a191a-ec1d-4dc8-aed0-7ffa3eee853b": "What factors contribute to fluctuations in the company's quarterly results as outlined in the document?", + "f98188b6-e095-40b0-9f02-71f2f503f312": "What is the significance of the company's decision to move to a new ERP system, and what are the expected outcomes of this transition?", + "8bb9e1f6-4f7d-40a3-a7ef-0ef276067d6a": "Where can investors find the company's reports and filings with the SEC, and what types of documents are included in these filings?", + "02253080-8a40-43a8-ae61-33ac41ae9a0b": "What factors influence the demand for building products in the residential homebuilding industry according to the document?", + "25b87faf-caf2-4797-80e5-cfb3a19105be": "How do fluctuations in lumber prices impact the financial condition and operating results of companies in the building products industry?", + "37dc8440-9e4f-4949-85d1-12f2b68e9fac": "What are some regulatory challenges mentioned that could affect the availability of building lots for customers in the building supply industry?", + "a8872986-e1c8-4fc3-af59-8de25e4233dc": "In what ways does the competitive landscape of the building products supply industry pose challenges for companies operating within it?", + "37010906-38bc-4240-846d-07bcc2f50b17": "What are the potential consequences of an economic downturn in the homebuilding industry as outlined in the document?", + "fd6cb9dd-8c0e-4c7b-a3f3-38d332908554": "What factors contribute to the competitive pressure faced by companies in the building products supply industry?", + "5abf4c15-73ae-4652-aa0b-91a13276b879": "How might the entry of new competitors impact the market dynamics for building materials?", + "02144446-f88b-48a1-8e8e-a160b375fb59": "In what ways can competitors develop stronger relationships with local homebuilders or commercial builders?", + "758187d1-b9a0-4517-b885-8711885bf3ab": "What strategies have home center retailers adopted to target professional homebuilders in recent years?", + "1cc5596f-8c99-4077-938e-7590775897fa": "How could the consolidation of production homebuilders or commercial builders affect competition in the building products supply industry?", + "79f5de50-bdb9-46d6-a4cf-467b5ad13f49": "What factors influence home affordability and how do they affect demand for housing products according to the document?", + "f02be3f9-c1cf-4812-9411-d66eb91828db": "What are some of the operational and strategic risks mentioned that could impact the company's growth strategy?", + "1f89b264-c6ab-4f36-b432-1f3363abb4ad": "How does the variability in quarterly revenues, earnings, and cash flows affect the company's financial condition?", + "c01db430-947c-4e8c-a572-a327557b844c": "What initiatives does the company plan to implement to increase operational efficiency and improve margins?", + "7b6025c3-7070-4923-b5b4-962753e22402": "What challenges might the company face in pursuing strategic acquisitions as part of its growth strategy?", + "753431f6-57d3-436e-9ce5-6ab0c402aec1": "What risks are associated with the strategic acquisitions mentioned in the document?", + "a6f2e8be-346f-4dd2-b1a4-1e895761a902": "How might the adoption of competing technology solutions impact the company's market share?", + "bd424a9c-b8d7-4cf0-b2e1-0aa6179c1ea0": "What are the anticipated benefits of the strategic acquisitions as part of the company's growth strategy?", + "7c866e6c-1ad7-4238-a011-92cd366d323c": "What uncertainties are involved in assessing the viability of strategic acquisitions according to the document?", + "7d405410-457a-48ba-ad25-017b2bdb9003": "How could the inability to realize the benefits of strategic acquisitions affect the company's financial condition?", + "e41d3c5d-6793-4bb3-852a-881fc3902c3b": "What challenges might the company face when attempting to integrate an acquired business into its existing operations?", + "fefccb71-6e43-4f59-87bf-e1a9bf286767": "How could increased competition from other acquirers affect the company's ability to consummate acquisitions on favorable terms?", + "b34edf62-9e8c-41a3-bcfe-44811ee70573": "What are the potential consequences of losing a significant customer for the company's financial health?", + "c1b6202b-c357-4e30-8d17-8f9041f0ab21": "In what ways might economic downturns impact the pricing pressures faced by the company from its customers?", + "b1a08a2c-6af7-4b74-93e0-4e97b5942c65": "What risks are associated with the company's strategy of pursuing acquisitions, particularly regarding regulatory approvals and integration challenges?", + "27e644ef-86f4-4373-b2e5-1e28c2ab61b2": "What percentage of net sales was generated by the ten largest customers for the year ended December 31, 2023?", + "ecbd64ac-9662-4e41-992b-84a09e3577d1": "What potential actions might homebuilder customers take that could impact the company's sales?", + "df6c98a4-0e64-44e6-97ef-1a7fdcb60f4b": "How could the consolidation among production homebuilders affect the company's customer relationships?", + "470c6894-1525-4c05-876e-2e0cc978f10c": "What are the implications of customers not being required to purchase a minimum amount of products from the company?", + "caae88c2-ba2b-46bf-ab79-2ebd9be87e97": "What could be the consequences of a significant decrease in product purchases by customers on the company's financial condition?", + "7cb4e7f6-99b6-4476-a5a1-7218630e8d19": "How could the loss of key suppliers impact the company's financial condition and operating results?", + "99980f23-e17d-4d00-90f0-58e8ce264889": "What challenges does the company face in attracting and retaining qualified personnel, and how might this affect its business strategies?", + "d824da26-45e0-4115-85cb-fd405b8b559f": "In what ways could disruptions in the company's information technology systems affect its operations and customer relationships?", + "2e67d136-aa6f-498e-ab8b-76d9b0bb3194": "How does the company manage fluctuations in material costs, and what consequences might arise from its inability to pass these costs on to customers?", + "2a087135-46fb-4d00-952e-db9885f86cc2": "What potential risks are associated with the company's dependence on third-party suppliers and manufacturers for product availability?", + "836730c4-403b-4c79-930f-fa7ce13d376e": "How do disruptions in information technology systems potentially impact customer service and relationships according to the document?", + "6072d1b5-8a33-431d-b4dc-5938cbebfcb9": "What are the primary functions that the company's information technology systems support?", + "bd9fc99e-fc2a-4cec-ad3f-bb70340a3bb8": "What types of events could lead to damage or interruption of the company's information technology systems as mentioned in the document?", + "45650514-8bfb-4d6c-9b70-f68f16864a95": "How does the reliance on third-party service providers affect the company's operational effectiveness?", + "e960f14e-24b1-4588-a66c-af9a53ad5491": "What are the consequences of a substantial disruption in the company's information technology systems for financial and operational information generation?", + "13f15984-290a-4999-9e0b-8a4c3c75bd5c": "What potential risks are associated with cybersecurity breaches as mentioned in the document, and how could they impact the company's financial condition?", + "2ae71ca5-5552-4a2f-bfcd-aabcd666a076": "How does the sales mix between different customer types affect the company's gross margins according to the document?", + "314a9af7-d8bd-4db5-adcd-1c4f3f2af4e5": "What are the anticipated challenges related to the integration and updating of the company's information technology systems, including the new ERP system?", + "c6623b75-eadb-4725-8b0c-53e94ea943c2": "In what ways could advances in technology complicate the company's operational environment, as described in the document?", + "6342b78a-0849-4e5c-8414-c57d49b791a3": "What measures has the company implemented to mitigate cybersecurity risks, and why might these measures be insufficient?", + "d81b8517-2c55-4025-9ea2-707cf1e2aeb4": "What factors contribute to higher gross margins in the company's product offerings according to the document?", + "14a03f3a-c9aa-4023-83e4-7dc71e3e3df2": "How might a shift in sales mix towards lumber and lumber sheet goods affect the company's financial performance?", + "01d069d9-a37c-4e0f-ad94-2240ec63ad2c": "What are the potential risks associated with the implementation of supply chain and technology initiatives mentioned in the document?", + "7aee7138-3ec1-4e3c-a87a-c16f2e53b47a": "What are the anticipated benefits of the company's investments in supply chain and technology initiatives?", + "5f240112-27ee-4293-b3a2-cdc98da62c28": "What challenges might the company face in maintaining operational efficiency as it continues to grow?", + "9f84942c-b3e4-4501-8ed4-7653b9a5f3a7": "What challenges does the company face in keeping pace with technology development in the home-building industry?", + "d966550f-ce7d-4db0-bde3-bbe9589dba02": "How might delays in implementing the new ERP system affect the company's operations and financial reporting?", + "03044840-d81e-4f25-81b0-a39eaf16d79d": "What are the potential consequences of closing or idling a facility under long-term non-cancelable leases?", + "f597d512-93ea-4840-bbd1-836e63bcc5fe": "In what ways does the company plan to leverage automation and process efficiency through the new ERP system?", + "df482ce5-3598-499f-b2e5-92dc03fda0fb": "What risks are associated with the company's reliance on its network infrastructure and software-as-a-service providers?", + "10fe8281-47f4-484e-8b0a-bbfa2882f481": "What potential impact could the closure or idling of facilities have on the company's business and operations according to the document?", + "c1e7cbd4-b302-4b60-96fe-d5ee34acd7af": "As of December 31, 2023, what is the total amount of the company's debt, and how much of that is attributed to finance leases and other finance obligations?", + "8c2ced7d-bb27-4244-8e2d-7194bd0b7c51": "What are the risks associated with the company's level of indebtedness as mentioned in the document?", + "570d5cd8-1f32-4d63-8687-72717c848f64": "What is the maturity date of the company's revolving credit facility, and how much was outstanding in borrowings as of December 31, 2023?", + "77ea349e-6796-4466-9dd3-3d2ef574b00a": "What challenges might the company face if it is unable to renew its facility leases at the end of the lease term?", + "6e3a9347-ff05-455e-a0c8-3236d29b113b": "What are the potential consequences of high levels of indebtedness as outlined in the document?", + "3bccc139-e0d1-458e-91f1-bd2994803b0b": "How could cross-default provisions in debt instruments impact the company's financial obligations?", + "dad68b8c-3b41-4a64-bd12-20e15a72d1ba": "What factors may constrain the company's ability to secure additional financing according to the document?", + "751081d1-e4a8-4df6-94e6-2a911841b508": "What measures might the company be forced to take if its cash flows and capital resources are insufficient to meet debt service obligations?", + "c296a271-61e7-4c8f-9e6a-9650f037055d": "How does the company's reliance on cash and borrowing availability under the Revolving facility affect its working capital requirements?", + "e9b0639f-65b0-4ef1-a3a2-96a7bc9b4cb0": "What are the potential consequences of breaching the covenants in the debt instruments mentioned in the document?", + "ac4b7729-74ae-4e9f-843a-4a12b25ff3d7": "How does a 1.0% increase in interest rates on the Revolving facility impact the company's annual interest expense?", + "5ae8bfb3-37d6-4406-8a9f-dbdabf61f8b1": "What specific restrictions do the financing arrangements impose on the company's ability to operate its business?", + "5a63837d-e691-4af2-91fe-a83c63d04519": "What factors could affect the company's ability to comply with the agreements governing its debt instruments?", + "d1a3b127-b289-4fe0-a18c-77ed4f527147": "How might a decline in the housing market influence the company's financial results and operational decisions?", + "e4ea21d6-58c1-492e-a9d1-3ddd98bc391f": "What strategies does the company plan to implement to effectively deploy its excess capital in 2023?", + "990c3bba-44bb-4dce-a8f6-2878e678c0c0": "What types of legal claims is the company currently involved in that could adversely affect its financial condition?", + "66a3867b-c22e-41fb-b4e8-690edabc5dce": "How does the company address the risks associated with the quality of products manufactured or supplied by third-party suppliers?", + "3f100520-61c3-467b-bc1d-29adc37762da": "What potential impacts could future changes to tax laws and regulations have on the company's business operations?", + "4d9a2a5c-384e-4c4d-be88-7269e8f1f82e": "What regulatory bodies impose requirements on the company, and how might these regulations affect its financial results?", + "47e693a6-722a-4075-ad00-3c01080a9028": "What potential impacts could more burdensome regulatory requirements have on a company's financial condition and operating results?", + "a3079572-34de-491b-b63b-76566f4dba5e": "How might failure to comply with regulatory requirements affect a company's reputation and financial standing?", + "37cc522f-14fd-4d22-b6e0-8c1910b8590c": "In what ways could future changes to tax laws and regulations influence a company's business operations?", + "f46e82a9-31ec-4e03-b681-50d15b66e226": "What factors are considered when assessing the likely outcome of ongoing tax audits in various jurisdictions?", + "13939e2e-c122-479a-8b85-da65b36ca3fb": "How could changes in a company's operating structure affect its effective tax rate in the future?", + "3c104f9c-c52f-4641-9b44-e9d9c409ed77": "How might future changes in federal and state tax laws impact the demand for homes according to the document?", + "76b5d048-f91f-456a-a6f6-7a752181cbbe": "What potential environmental liabilities does the company face as a result of owning and leasing real property?", + "c5d1ed27-b293-4973-919e-d39e0f832de9": "In what ways could geopolitical conflicts, such as the wars between Russia and Ukraine and Israel and Hamas, affect the company's financial condition and operations?", + "1ec9f7e3-bf5d-4140-ae99-d512e10c5066": "What types of disruptions could adversely affect the company's distribution and manufacturing facilities, as mentioned in the document?", + "5d20c643-3fc4-44d8-99aa-9a299f8dcbab": "How do adverse weather patterns historically influence construction activity in the markets where the company operates?", + "cc0b3f5f-cfb6-4bbb-8335-16113fec6b2b": "How could climate change and adverse weather events impact the company's financial condition and operational results?", + "c17619e2-dc2d-42f4-a3dd-13968ebeb879": "What are the potential reputational risks associated with failing to meet ESG commitments in the company's business operations?", + "33b78d11-0b2a-47c1-88cd-404b8c647714": "What factors could contribute to the volatility of the company's common stock price, as mentioned in the document?", + "8deed1e4-f164-4ed3-a813-a1246af93b4c": "How might governmental regulations related to climate change affect the company's business activities and compliance costs?", + "b4695933-91ac-401b-b8b0-1c08615a3316": "In what ways could investor emphasis on ESG issues influence the company's stock price and overall reputation?", + "144ee68d-1cee-458b-b825-f05ba1981766": "Who leads the Company's cybersecurity program and what is their title?", + "264b6209-e3f7-4093-9ced-cac9890701ba": "What is the purpose of the Company's Security Incident Response Plan?", + "151a1189-0600-407f-ada5-43e9f19e634e": "How does the Company ensure its employees are educated about cybersecurity threats?", + "a3436a29-ffb5-486a-a740-2cbb8c2f8559": "What role does the Audit Committee play in the Company's cybersecurity risk management?", + "473a4bee-87f2-4242-9956-632385179d37": "What measures has the Company taken to monitor its information systems for cybersecurity threats?", + "518ace5e-b030-4fd8-b059-f9dbe276e566": "What certifications do the cybersecurity professionals in the Company\u2019s cybersecurity department hold?", + "fc094116-f081-42f2-b374-6ac76e8a8f33": "How many actively operating facilities does the Company own and lease combined?", + "27486380-f9b8-4e52-9a6d-b402ee41fe68": "What types of products are manufactured at the Company\u2019s manufacturing facilities?", + "b98b3a29-03b8-4b70-be87-b6abf97f04ab": "What are the potential financial implications of the construction defect legal claims faced by the Company?", + "8f0a6006-2286-483c-b5b1-735bcde7f20f": "How does the Company minimize shipping and freight costs while maintaining local market expertise?", + "13c5606a-7c37-4c85-bd34-98221704d41b": "What types of legal claims is the Company currently facing, and how do they relate to construction defects?", + "029495ce-c7b9-45ea-94c3-cb349c8dac68": "How does the Company manage potential financial losses associated with ongoing legal proceedings?", + "873855ba-9559-4225-9b17-e704cb9fc423": "What factors contribute to the uncertainty of estimating potential losses from the Company's legal claims?", + "12e38c83-c648-42ca-8404-beab092accad": "What is the Company's stance on the potential impact of other incidental claims and lawsuits on its financial position?", + "d0f4accc-c183-4bf9-a1a3-82b09273e3fe": "How does the Company\u2019s insurance coverage relate to its self-insured retention in the context of legal claims?", + "e878214a-d2cf-4976-a22b-4585c840082f": "What is the company's stance on compliance with federal, state, and local environmental regulations as mentioned in the document?", + "d76c6b46-ce9c-4f9b-90f7-ffadb2cd859d": "What potential liabilities do the owners and lessees of real property face regarding environmental contamination according to the document?", + "b88ea8ff-e0eb-4cec-9d3a-5b9a0f45a73d": "How does the document describe the current expenditures related to environmental investigation and remediation at the company's facilities?", + "41d25f02-4742-449e-9e40-1194cedfd9b3": "What uncertainties does the company acknowledge regarding future environmental remediation efforts?", + "3787be27-4fcc-412e-8496-19e5c8e5128b": "Is there any mention of mine safety disclosures in the document, and if so, what is stated about them?", + "6d2e0e74-04e3-4a2f-b848-47274ed4419e": "What is the trading symbol for Builders FirstSource, Inc. on the NYSE?", + "94c647c2-aab4-4daf-8001-23b4ab5e5ade": "As of February 15, 2024, how many stockholders of record does Builders FirstSource, Inc. have?", + "2d3184e3-35b2-42bd-8cda-d2b6857c0916": "What factors will influence the future determination of dividend policy for Builders FirstSource, Inc.?", + "68a3dfde-160f-47a3-a407-c4cda808d617": "When did Builders FirstSource, Inc. join the S&P 500, and what additional index was included in their 5-Year cumulative total returns comparison?", + "0e24e972-10cd-4f92-ae35-cdfcc354567e": "What does the graph in the annual report compare regarding Builders FirstSource, Inc.'s cumulative total shareholder return?", + "169baeed-0cd0-4f95-b52b-d77f6e61e018": "What was the total number of shares repurchased by Builders FirstSource, Inc. during the fourth quarter of fiscal year 2023?", + "4f57ce54-b5c1-4224-a380-64840d4cea1a": "What was the average price paid per share for the shares purchased by Builders FirstSource, Inc. in November 2023?", + "47b64ff7-ca0c-4519-9038-1f85f40120d5": "How much approximate dollar value of shares may yet be purchased under the share repurchase plans or programs as of December 31, 2023?", + "083abd7d-89a5-4176-8211-d71dde089800": "What is the significance of the stock price performance graph mentioned in the document regarding future stock price performance?", + "0e1179a9-3c59-4a33-b9ea-9422d21a034f": "When is the annual meeting of stockholders for Builders FirstSource, Inc. scheduled to be held?", + "4373da14-f780-47bb-a914-7eb64c200d9d": "What are the four product categories offered by the company as mentioned in the document?", + "d51c7702-6140-485a-b45e-854260d84988": "How does the company organize its geographical locations and what are the names of its three operating segments?", + "37e0439d-4d95-414b-b326-3d3f49a1988c": "What factors influence the company's operating results in the homebuilding industry according to the document?", + "5a7499d9-ee23-4ef2-8084-68affebcc0a9": "What types of services does the company provide in addition to manufacturing building products?", + "1ca3837e-79dd-4a6c-b6d4-05d20c3d7b04": "According to the document, what trends are expected to impact housing demand in the near-term and long-term?", + "a0d3f6de-d858-4140-a085-015932912721": "What factors influence the demand for products in the repair and remodel end market according to the document?", + "36630353-c192-4a57-87e2-94bfcf687a8e": "How are larger homebuilders expected to maintain their market share in the homebuilding industry?", + "d88316e9-cd4c-4e7c-84f7-d39e72d7d88c": "What challenges does the building products supply industry face due to fluctuations in the cost and availability of materials?", + "4ab193f1-b0dc-4c40-9cd4-3958cb65d0b2": "In what ways are prefabricated components impacting the efficiency of homebuilders?", + "b1efc633-e5da-435b-8f32-212b201c6843": "What economic conditions are highlighted as having a significant impact on the financial performance of the homebuilding industry?", + "166c00b1-7b5f-4ce7-b944-154728ef37ae": "What challenges might the company face in passing on increases in in-bound freight costs to its customers?", + "7bfd9dc3-2abe-4d84-8de0-4ff6b34210a9": "How does the company aim to control expenses and maintain its position as a low total-cost building materials supplier?", + "717a35e8-6a1f-4f69-9af7-9c38e8a131a3": "What impact could a decline in customer demand have on the company's operating results?", + "12e23d7a-f066-4985-9ca6-89e867fb9810": "In which markets has the company expanded its operational footprint through recent acquisitions?", + "5a6ed147-f622-4dfe-aa63-efe61c90382e": "What types of products is the company focusing on in the multifamily and light commercial markets?", + "fb4aab12-86f5-483f-82c8-5b4d7ddc0f3d": "What factors does the company consider when optimizing its capital structure according to the document?", + "0e499142-13bb-4d1d-8b05-9f2acc9d8f0e": "How much did the company spend on acquisitions in 2023, and what is the significance of these acquisitions?", + "e8578a9f-41e1-4497-ad06-6b34aceef4a3": "What percentage of the company's total shares outstanding has been repurchased under the share repurchase programs since August 2021?", + "e6d372ab-e721-4ca6-942b-7b2b7489208d": "What changes were made to the Revolving facility on January 17 and April 3, 2023, and what is the new maturity date?", + "6ed099c0-632c-40eb-ae74-d3749dac29d0": "What is the total amount authorized by the Board of Directors for share repurchases as of February 21, 2024?", + "341f6552-efb0-4500-bb36-12fa997b83c8": "What was the percentage decrease in total U.S. housing starts for the year ended December 31, 2023, compared to 2022?", + "f410e4de-7ca8-4441-ae4f-8ac845aa7a11": "How did the gross margin percentage change from 2022 to 2023 according to the financial results presented?", + "c62b0f8b-298e-4312-be1d-0bc3231f210d": "What factors contributed to the decrease in net sales for the year ended December 31, 2023?", + "11ffb2ca-4a9f-4263-b939-ec993ed403c1": "What is the forecast for U.S. single-family housing starts in 2024 compared to 2023, according to third-party sources?", + "ba295e48-1edd-45b1-b696-ec9744035493": "How did selling, general and administrative expenses as a percentage of net sales change from 2022 to 2023?", + "f95ec8cf-7b37-4881-8f76-1811525a7d9c": "What was the total net sales for the year ended December 31, 2023, and how does it compare to the previous year?", + "cc20a983-1a1e-426e-8e32-631320a9143b": "Which product category experienced the largest percentage decrease in net sales from 2022 to 2023?", + "c1c09e22-0a78-4576-9972-7d55f989a73e": "What were the primary factors contributing to the decrease in net sales for the year ended December 31, 2023?", + "06d61cc7-f765-4b82-ad51-0fdbeb8e2bb4": "How much did sales growth from acquisitions contribute to the overall net sales in 2023?", + "737eb66c-b2fc-415a-9db0-72b02ef3df73": "What percentage of net sales did the \"Manufactured products\" category represent in 2023?", + "3449ac43-c13a-4e7c-b6ab-df044d283223": "What was the gross margin amount for the year ended December 31, 2023, and how did it change compared to the previous year?", + 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financial statements document?", + "017f0ed5-dc87-41af-bd95-53f1c922ef14": "For which years are the Consolidated Statements of Operations provided in the document?", + "3486b1e2-1128-4efe-8b2e-1c44076bb21f": "What information can be found in the Consolidated Balance Sheets section of the financial statements?", + "4f847141-1ca6-4ebf-92f6-d5ebb8c0a134": "How many years of data are presented in the Consolidated Statements of Cash Flows?", + "5e40793c-a144-406c-be89-9a98914cdc9c": "What is the purpose of the Notes to Consolidated Financial Statements section in the document?", + "61dd9869-aa52-4b93-84a4-a121f2d6198a": "What is the primary responsibility of the Company's management regarding the consolidated financial statements as mentioned in the report?", + "a24e5b12-557b-434b-85ac-9f746ddb81d6": "According to the report, what criteria were used to assess the effectiveness of the Company's internal control over financial reporting?", + "5283d00e-541b-45f6-ad05-97ff4a02a190": "What are the inherent limitations of internal control over financial reporting as described in the document?", + "d18663a9-529a-41cf-93ea-bd7510028d38": "Which auditing standards did the independent registered public accounting firm follow while conducting their audits for Builders FirstSource, Inc.?", + "6f7e82bf-a855-4992-8877-05f9a5aad864": "What is the opinion of the independent registered public accounting firm regarding the financial position of Builders FirstSource, Inc. as of December 31, 2023?", + "44a3faba-2807-4795-9d62-0eb04dfc450f": "What is the total amount of consolidated net sales recognized by the Company for the year ended December 31, 2023, as mentioned in the document?", + "cc6b4b59-7803-4bbe-8b28-edcc253c90ba": "What are the key procedures performed by the auditors to evaluate revenue recognition for distribution sales?", + "1f9d6a7d-1170-44fc-ad0d-a76caf82c55d": "How does the Company recognize revenue related to distribution sales according to the document?", + 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reported year?", + "ca12afd4-6dcc-45eb-9a38-84288e2ad596": "What non-cash consideration is mentioned for the BMC Merger in the supplemental disclosures?", + "8b6fd646-6838-44be-83cb-013132994a12": "How much was accrued for repurchases of common stock in the most recent period reported?", + "d36e2b6d-c258-4f60-84e0-30a3daf18fb7": "What was the total balance of stockholders' equity for Builders FirstSource, Inc. at the end of 2023?", + "23eab535-22dd-436b-a59e-2731356ac3fd": "How many shares of common stock were repurchased by Builders FirstSource, Inc. during the year ended December 31, 2021?", + "a95ff82c-1c5b-4b8e-b670-2ec123a30555": "What was the net income reported by Builders FirstSource, Inc. for the year ending December 31, 2022?", + "3712327d-bf3c-445f-ba45-15c23a79aa52": "What was the purpose of the stock repurchase program authorized by Builders FirstSource, Inc. in 2021?", + "f8894671-8a4b-4a1a-9cc2-17b8916ed697": "How much stock-based compensation expense was recorded by 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United States?", + "3d1ca2f8-844e-46a0-95cf-a9658b2518d4": "What are the three geographical divisions that Builders FirstSource, Inc. organizes its locations into?", + "2ec72584-3993-4fef-aa91-7413b28fdb66": "What types of products and services does Builders FirstSource, Inc. manufacture and provide to its customers?", + "784402f3-42a9-46e9-bbbf-dfa86fe8e29f": "Who is identified as the chief operating decision maker (CODM) for Builders FirstSource, Inc., and what role do they play in the company's operations?", + "be2f3c53-96fd-45b9-a1f9-261f7f89a735": "How does the Company account for merger and acquisition transactions according to ASC 805, Business Combinations?", + "dfc3f632-8365-43cc-9a80-9e13380fb8da": "What are the two types of revenues classified by the Company, and how is revenue recognized for each type?", + "2ffa5804-a61a-4ce6-aeee-0b0c3002cd4b": "What costs are included in the contract costs recognized by the Company, and how are estimated losses on uncompleted contracts treated?", + "fd93441f-c42d-43b8-8183-50b9053e29cb": "How does the Company handle sales incentives provided to customers in its financial statements?", + "ebe9fcb7-57cd-4b25-bd7a-e6900fef40fb": "What are the components of contract assets and contract liabilities as described in the document?", + "a9d1d0c0-4c2a-46d0-abdd-7333a28310ca": "What were the net sales figures for the Lumber and lumber sheet goods product category in the year ended December 31, 2023?", + "768e2bea-3abc-45cd-bebb-273dfa595244": "How much did the allowance for credit losses change from January 1, 2023, to December 31, 2023?", + "98e5cb4e-5607-4521-894e-bcb360e5b4cd": "What percentage of the Company\u2019s net sales for the year ended December 31, 2023, was accounted for by the top 10 customers?", + "3c904965-82ea-4a57-bbf6-921a76cf6ec8": "What is included in cash and cash equivalents according to the document?", + "785ab805-87a1-4ecd-ac3d-ea12d6b99932": "How did the company classify net sales for the Specialty building products and services product category for the years ended December 31, 2022, and 2021?", + "dda2d16c-4c5f-4c59-ab50-8715ade86a29": "How are inventories valued according to the document, and what method is used to determine their cost?", + "286e0b39-e472-4f39-ba59-212d82f80944": "What factors are considered when estimating provisions for excess inventories, as mentioned in the document?", + "f05861e5-4ab4-4d49-9dc9-abf962090681": "How are vendor rebates accounted for in relation to inventory and cost of sales in the financial statements?", + "ad2f0ae4-8792-407a-90de-871edc83958e": "What is the treatment of shipping and handling costs in the financial statements, and how much did these costs total in 2023?", + "6fab6f2a-3f3d-4dc3-87cb-251e41dce399": "How are debt issuance costs treated in relation to long-term and revolving debt, and what methods are used for their amortization?", + "1e4501e4-49f6-405a-b0e4-7b8d57aa82f3": "What method is used to depreciate property, plant, and 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2023?", + "dcfecd17-5d97-4144-856b-f2460238ff43": "What is the expected dividend yield for the company as stated in the document, and what historical context supports this figure?", + "b7178b41-e18b-4068-a084-f9391dd6d48c": "What recent accounting pronouncement was issued by the FASB in November 2023, and what is its primary purpose?", + "54987ac1-2a03-437e-bb29-7e8735c2a2cc": "How does the company recognize the effect of pre-vesting forfeitures in its stock-based compensation plans?", + "e43a5d16-b6f1-42a6-a0a5-6a2d05cb82c9": "What is the definition of comprehensive income as described in the document, and how does it relate to net income for the years ended December 31, 2023, 2022, and 2021?", + "31cfbfb7-a772-4664-930d-6111c04046c5": "What is the purpose of ASU 2023-07 issued by the FASB, and what specific area of financial reporting does it aim to improve?", + "eef4084d-3c8c-4aa7-a239-e2d8e4a9c450": "When is the effective date for the new segment reporting guidance outlined in ASU 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"e1c9e8c6-49ec-4205-a0e3-cd7f66f7a70a": "How much goodwill was recognized from acquisitions in 2023, and what factors contributed to this increase in goodwill?", + "8ed53c22-93a6-4f87-8781-361bfd179d5f": "What methodology did the company use to evaluate goodwill for impairment as of December 31, 2023, and what key factors are considered in this evaluation?", + "ebeb92db-77b2-44b8-b9bc-375876258483": "What are the implications of the goodwill recognized from acquisitions being tax deductible and amortized over a 15-year period for tax purposes?", + "ec127ad0-320d-423c-b195-fd3d16505d70": "What methodology is used to reflect the risks of ownership and projected future cash flows in the document?", + "acc01592-a4c6-4952-8117-5a7301b4d685": "How much amortization expense was recorded for intangible assets in the year 2022?", + "0079e039-86f2-4d30-9bad-6546559423f9": "What significant assumptions are involved in the discounted cash flow methodology mentioned in the document?", + 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"51a866f4-945d-4765-98dd-ccee5085db1b": "According to the document, what factors are considered when evaluating the need for a valuation allowance against deferred tax assets?", + "adf068fb-e91e-4a3d-b5cb-ae02fe142cef": "What is the balance for uncertain tax positions as of December 31, 2023, and how does it compare to the previous year?", + "59f363cc-304b-48c0-95f5-a36cd5c1fbb7": "How does the Organization for Economic Co-operation and Development's (OECD) Pillar Two rules impact multinational corporations regarding taxation?", + "7c94107f-9c20-491b-bb07-af69ccde7546": "What percentage of employee contributions can participants make to the defined contribution 401(k) plans, and what is the vesting schedule for the company's matching contributions?", + "37f899c3-b04e-4fd1-a990-96b721aa263a": "What are the potential risks associated with the Company's participation in multiemployer retirement plans?", + "42a21ed3-135d-4b9c-886d-d2f5f11e143d": "As of December 31, 2023, what is the total amount of outstanding letters of credit under the Company's Revolving facility, and what purpose do they primarily serve?", + "cca91cec-cb99-4944-863e-984a09b6d089": "What is the total amount of outstanding letters of credit under the Company's Revolving facility as of December 31, 2023?", + "bfecaf0b-8814-4968-9213-3ce70ced66f9": "How does the Company plan to address the known and threatened construction defect legal claims mentioned in the document?", + "8539936a-d124-43d6-8e54-f0b21bccd2ab": "What factors contribute to the uncertainty in estimating potential losses from the construction defect legal claims?", + "c5784592-765d-4406-bb1d-4167708a5dd7": "What is the Company's stance on the potential impact of various claims and lawsuits on its financial position and operations?", + "08296594-1928-4fd5-aa6c-5f25348c0b9d": "How does the Company manage its insurance coverage in relation to self-insured retention and potential liabilities from claims and lawsuits?", + "62e75c1e-7aa2-4d3a-9351-c1481a6a1bc6": "Who was a member of the Company\u2019s board of directors and what was their relationship to Ashton Woods USA, L.L.C. in 2022?", + "1f864af6-7a8a-4c24-bbdc-4c42865620a2": "What percentage of the Company\u2019s total accounts receivable was attributed to Ashton Woods USA, L.L.C. for the year ended December 31, 2022?", + "aa5e7f61-6098-4e52-b0a4-9668257c7909": "How did the net sales to Ashton Woods USA, L.L.C. compare to the Company\u2019s total net sales for the year 2022?", + "94c36aec-e1b3-4b09-8ea6-950265ca284d": "What is the significance of related party transactions in the context of the Company\u2019s financial reporting?", + "df65e176-1284-46a7-8494-2394959012b1": "In what year did the board member's association with Ashton Woods USA, L.L.C. occur?", + "0a013774-116b-4859-b763-f6496fb209a4": "What is the primary purpose of the evaluation conducted by the management, CEO, and CFO regarding disclosure controls and procedures as mentioned in the document?", + "ae502f54-8d8e-4993-8282-dca0c47049f1": "According to the document, what are the inherent limitations of disclosure controls and procedures that may affect their effectiveness?", + "da8c06d6-4885-48db-bacd-30f2039026a7": "What responsibilities does management have concerning internal control over financial reporting as outlined in the document?", + "83da2e33-cb10-4788-af7b-87609786a08e": "How frequently is the evaluation of disclosure controls and procedures performed, and what is the goal of these evaluations?", + "b8c67a19-1c47-4ed6-9016-28f3d45f261d": "What conclusion did the CEO and CFO reach regarding the effectiveness of the company's disclosure controls and procedures as of December 31, 2023?", + "506a3f2a-1468-4667-8e38-351832b857f6": "Who conducted the evaluation of the effectiveness of the internal control over financial reporting as mentioned in the document?", + "d4cfa331-eeea-4d3f-97ff-a0beea092cf5": "What framework was used for the evaluation of the internal control over financial reporting in the document?", + "8a3006b5-9a67-4d78-80d1-ca6556708e89": "Which independent registered public accounting firm audited the effectiveness of the Company\u2019s internal control over financial reporting as of December 31, 2023?", + "298f7c57-66ca-46ec-b570-6b4ccdda9b9d": "Were there any changes in the internal control over financial reporting during the period covered by the report that materially affected its effectiveness?", + "8ac891ad-14e2-4ea9-86e8-ec9e30378552": "What conclusion did the management reach regarding the effectiveness of the internal control over financial reporting as of December 31, 2023?", + "185e22bc-90fc-4903-be92-16d803cbbda3": "What is the purpose of the Code of Business Conduct and Ethics at Builders FirstSource, Inc.?", + "ff9d69d3-462f-48b3-a63e-45daf17ab0dd": "How can employees report suspected violations of laws and unethical business practices according to the document?", + "75ab3289-7dce-4df9-b36c-b4e1ea411c5c": "What specific information will Builders FirstSource, Inc. disclose on their website regarding amendments or waivers to their Code of Business Conduct and Ethics?", + "5e1fabb5-3180-40a6-9c86-89c1e82da5e5": "When is the annual meeting of stockholders for Builders FirstSource, Inc. scheduled to take place in 2024?", + "df01e33c-870e-4f58-b0e2-e7827e92fcf8": "Which sections of the definitive proxy statement contain information about executive compensation for Builders FirstSource, Inc.?", + "2f82233b-437e-4538-93e2-6554976804d5": "What topics are covered under Item 13 in the document regarding director independence and related transactions?", + "730862a4-f020-4910-b99b-52d5113bef37": "When is the annual meeting of stockholders scheduled to take place, as mentioned in the document?", + "81f70791-c258-4a81-be59-cea54b4f8e52": "Which independent registered public accounting firm is referenced in Item 14 for the fees and services provided?", + "a566e7e9-911c-4347-beec-8125905021ce": "Where can one find the information related to the election of directors and management in the document?", + "1a328727-ec00-4e50-9dd1-2cdac23f6da2": "What specific captions in the proxy statement are mentioned for the information related to director independence and related party transactions?", + "2931f6ef-4cfd-4bb3-a746-228832d6b1f8": "What is the date of the Agreement and Plan of Merger mentioned in the document, and which companies are involved in the merger?", + "e2b0d5ce-8ca2-46e4-8333-1537bda7edd4": "Which exhibit number corresponds to the Amended and Restated By-Laws of Builders FirstSource, Inc.?", + "b7e55961-8a4b-4b85-bb8a-0f68f044a34b": "What is the purpose of the financial statement schedules mentioned in Item 15 of the document?", + "db3e6ccf-652e-496b-8823-a8f1ba20a564": "Who is the trustee named in the indentures referenced in the document?", + "890ae975-9a7e-4928-a63c-6849a7f8e7aa": "What type of agreement is described in Exhibit 10.1, and who are the parties involved in that agreement?", + "5819cb98-1f26-4160-8bba-b84a9190fc17": "What is the date of the original Credit Agreement involving Builders FirstSource, Inc. and SunTrust Bank?", + "5d9b9b2d-08cb-44d7-b5f5-266b359060ff": "Who is the administrative agent and collateral agent mentioned in the Amendment No. 2 to the Credit Agreement dated April 24, 2019?", + "f3d0174c-3f24-49ea-9327-cfe068e048b2": "Which financial institution succeeded SunTrust Bank as the administrative agent in the 2019 amendment?", + "1cd76998-a074-49da-a1c3-d7fa559b948a": "How is the Credit Agreement dated March 22, 2017, documented in relation to the Securities and Exchange Commission?", + "f89ddc6c-a752-438b-b1d8-9a41f59c96b2": "What is the significance of the Current Report on Form 8-K filed on April 30, 2019, in relation to the Credit Agreement?", + "545b9d4d-bd55-4e53-a951-9a7473af7c50": "What is the date of Amendment No. 3 to the Credit Agreement involving Builders FirstSource, Inc. and SunTrust Bank?", + "f476c7ee-7c52-48aa-967c-a37b8f3923c8": "Which bank succeeded SunTrust Bank as the administrative agent and collateral agent in the amendments to the Credit Agreement?", + "039e2c6e-1ef4-4e40-9241-cd94622dc957": "How many amendments to the Credit Agreement are listed in the document, and what is the date of the most recent amendment?", + "649ea926-7734-488e-80e7-a820fc10f02c": "What type of document is referenced for each amendment to the Credit Agreement filed with the Securities and Exchange Commission?", + "03e12706-46c6-4b35-8527-0b29239f4c1e": "What is the significance of the ABL/Bond Intercreditor Agreement mentioned in the document, and when was it dated?", + "aefa7623-55e2-4b63-920b-9129c4223c09": "What is the date of the Credit Agreement mentioned in the document, and which bank serves as the administrative agent?", + "8d26f9fd-8d2d-4fb4-b3c7-bfdd9f8acfef": "Which agreement, dated May 29, 2013, involves Builders FirstSource, Inc. and Wilmington Trust, National Association, and what is its primary purpose?", + "0c6b046c-ae01-4c7e-9b6a-597f84ab547c": "What is the significance of the Builders FirstSource, Inc. 2014 Incentive Plan as referenced in the document, and when was it initially filed with the SEC?", + "4cb23084-c7e6-4ce2-9964-00e810e8c991": "Identify the parties involved in the Amended and Restated ABL Guarantee Agreement dated July 31, 2015, and what role does SunTrust Bank play in this agreement?", + "8d1081ad-cbc0-4b42-b97e-716ec4889a17": "What type of document is referenced as the \"2019 Form of Builders FirstSource, Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate,\" and when was it filed with the SEC?", + "e1970325-0fa3-4443-8c43-e2215a8f57e2": "What is the purpose of the Builders FirstSource, Inc. Director Indemnification Agreement mentioned in the document?", + "d96d4461-4378-4dca-a4bf-3c4583ffc0e6": "Which financial information is included in the Inline XBRL format in Builders FirstSource, Inc.\u2019s Form 10-K filed on February 22, 2024?", + "c393b5d7-3cbc-4810-9844-966271c4959f": "Who are the signatories of the certifications pursuant to the Sarbanes-Oxley Act of 2002 mentioned in the document?", + "3d9f43ab-dab0-4a42-9444-cf0839e08295": "What does the asterisk (*) next to certain exhibits indicate in the context of Builders FirstSource, Inc.'s Form 10-K?", + "c8a4eabc-47eb-4627-bd13-d2a661229bb1": "How can stockholders obtain copies of the exhibits listed in Builders FirstSource, Inc.'s Form 10-K?", + "84ed3144-c435-49dc-aab8-03f599306ea9": "Who is the Chief Executive Officer and Director of Builders FirstSource, Inc. as of February 22, 2024?", + "b993f979-e259-4079-8d9a-6b96cfb9e6f2": "What is the purpose of the document signed by Builders FirstSource, Inc. on February 22, 2024?", + "c56f8e6e-d5be-40f9-a25e-9f3f37e3b5c0": "Which individual is appointed as the attorney-in-fact for Builders FirstSource, Inc. in the document?", + "227fce50-6960-46ba-8cd3-1bf7343a43f7": "How many directors signed the report on behalf of Builders FirstSource, Inc. on February 22, 2024?", + "e2d32386-848c-4adc-9456-5815e63ea440": "What are the titles of the individuals who signed the report as Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer?", + "90143973-db2e-415c-b2ef-5ebd6f9fb2ec": "What is the primary vulnerability described in the exploit document?", + "909ffa9e-a3d0-46bc-9288-dcd9e1cbc93e": "Which software or application is affected by the exploit mentioned in the document?", + "20b7b540-be62-42dc-b176-4ecf4bed5998": "What are the potential consequences of the exploit outlined in the document?", + "4c2092d2-637b-473a-a2fe-bd6d26fdc231": "Can you identify any specific components or files that are involved in the exploit?", + "a47f9a0b-f2c6-4d88-8dc7-bc038ac07cea": "What mitigation strategies or recommendations are suggested to address the exploit in the document?", + "cc2d1f30-f022-4136-9546-2394fc327431": "What is the fiscal year end date for Cardinal Health, Inc. as reported in the document?", + "3e651a00-e9f3-48c4-b282-085f20015e94": "What is the trading symbol for Cardinal Health, Inc. on the New York Stock Exchange?", + "59c3a6fc-4d13-43d0-bebe-08a13f717792": "How many common shares of Cardinal Health, Inc. were outstanding as of July 31, 2023?", + "8cdd2bfb-7d01-4804-aa24-73fb707f29b0": "What is the aggregate market value of voting stock held by non-affiliates as of December 31, 2022?", + "594ec4d7-121b-48c6-b76e-bcfab9f8e438": "Is Cardinal Health, Inc. classified as a well-known seasoned issuer according to the document?", + "c9a1e9ce-27c3-4a2f-95ac-c1d0f6cd4a93": "What is the aggregate market value of voting stock held by non-affiliates as of December 31, 2022, according to the document?", + "10a3ece2-aef4-4dd2-8842-dbf47afbb563": "How many common shares of the registrant were outstanding as of July 31, 2023?", + "209d42ba-b230-4b9c-a39e-82e552e12ad0": "Does the document indicate whether the registrant is classified as a shell company under Rule 12b-2 of the Exchange Act?", + "700e74d0-25cd-4454-90fb-6149ce13a8d9": "What sections of the Form 10-K will incorporate portions of the registrant\u2019s Definitive Proxy Statement for the 2023 Annual Meeting of Shareholders?", + "40e83733-bc96-4ef8-ae1c-95b592e8ca92": "Is there any indication in the document regarding the need for a recovery analysis of incentive-based compensation for executive officers during the relevant recovery period?", + "97944fec-acc3-4bdb-8e07-ef167ca81f8a": "What is the primary focus of Cardinal Health's Fiscal 2023 Form 10-K as indicated in the table of contents?", + "2bec2572-6e9a-4e23-acc4-aadc62f4e7f5": "In which section of the document would you find information regarding Cardinal Health's financial performance and operational results?", + "7bb4d6f3-0663-484c-a62c-f0208b400b68": "What type of disclosures can be found in the \"Quantitative and Qualitative Disclosures about Market Risk\" section of the Form 10-K?", + "14012477-9c5d-4732-9268-49c8eeb477da": "Where in the document can one find details about the legal proceedings involving Cardinal Health?", + "30fb3512-66f3-4477-b7c9-90fc42b216da": "What information is likely to be included in the \"Risk Factors\" section of Cardinal Health's Fiscal 2023 Form 10-K?", + "32374377-c202-49db-8841-179f163ff899": "What fiscal year does Cardinal Health's financial reporting end on, and how is this referenced in the document?", + "0b56e5cd-3af3-4fd2-b8b7-e38437b6b68c": "What are non-GAAP financial measures, and why does Cardinal Health use them in their financial reporting?", + "21ec963d-47d9-47cd-a0bc-0ea9a660b6d1": "How does Cardinal Health indicate forward-looking statements in their report, and what are some examples of phrases that signal these statements?", + "5837263f-35cb-4c87-b49f-513f62fce9c0": "Where can investors find Cardinal Health's Annual Report on Form 10-K and other financial reports?", + "cfdea430-a69d-4647-9e8c-3bfc487d9210": "What risks and uncertainties are associated with the forward-looking statements made by Cardinal Health, as mentioned in the document?", + "c76782c1-3674-47f1-9563-83b8a1377d9d": "What are the two main segments in which Cardinal Health manages its business and reports financial results?", + "8fcd9580-4f59-485e-9464-5561f2a57c3f": "In which markets does the Medical segment of Cardinal Health distribute its products?", + "60f96551-185b-4222-a22b-74fe564eaef4": "What types of services does the Pharmaceutical segment provide to healthcare providers and pharmaceutical manufacturers?", + "a2a9fd0b-54e7-4dcf-b7df-a4b15afedc83": "When was Cardinal Health, Inc. formed, and where is it incorporated?", + "adb291e8-8ab2-49b6-90e6-333818264335": "What solutions does Cardinal Health offer to enhance supply chain efficiency for healthcare providers?", + "5f1771f9-002b-4cb2-be4b-1ec2c14b141f": "What was the total revenue for Cardinal Health in fiscal 2023, and how does it compare to the previous year?", + "818cc73e-a329-4cde-a1ac-bedc31c1da0c": "How did the GAAP operating earnings for fiscal 2023 differ from those of fiscal 2022, and what were the main factors influencing this change?", + "b8a40faa-cf65-4256-a945-3e823ba1a28a": "What were the key components that contributed to the non-GAAP operating earnings of $2.1 billion in fiscal 2023?", + "f8b54e23-2b4c-4efe-a37a-dd74df9d1ac0": "How did the goodwill impairment charges related to the Medical segment impact the GAAP diluted EPS for fiscal 2023?", + "cbfb3df7-3d16-47c9-8ac5-7940a148f6a0": "What was the percentage increase in non-GAAP diluted EPS from fiscal 2022 to fiscal 2023, and what factors contributed to this increase?", + "24568a7f-e8ae-4f5c-9338-bc6e04eb5d36": "What was the impact of litigation recoveries on GAAP diluted EPS during fiscal 2023 for Cardinal Health?", + "1280d901-8f0a-424b-bd56-1c50391afbe7": "How much did non-GAAP diluted EPS increase in fiscal 2023, and what were the contributing factors?", + "6597af2a-cb85-4b31-a2fc-84f9172b1597": "What was the cash and equivalents balance for Cardinal Health at June 30, 2023, compared to the previous year?", + "aaee5609-7bd0-4a07-8fdf-aaf162378731": "What were the major uses of cash for Cardinal Health during fiscal 2023 as outlined in the document?", + "7c74d08a-1194-4cb6-a61b-e68f4a4b0554": "How much net cash was provided by operating activities for Cardinal Health in fiscal 2023?", + "0e7e1cf7-cede-4311-8938-454e05645507": "What factors positively impacted the year-over-year comparison of Pharmaceutical segment profit in fiscal 2023?", + "ad42e887-9051-401f-8a5c-da3e4b761df8": "How have inflationary impacts affected the Medical segment profit since fiscal 2022, and what actions have been taken to mitigate these effects?", + "a5d48b9b-7958-488a-8427-7a50dcffa7d7": "What were the cumulative pre-tax charges resulting from goodwill impairment testing for the Medical operating segment during fiscal 2023?", + "011e7aaa-3e39-46da-b72c-48c1f2ca224d": "What changes were made to the Board of Directors as part of the Cooperation Agreement with Elliott Associates, L.P. in September 2022?", + "aede90d6-aaa6-4862-b15e-f825a0e241a1": "What uncertainties are associated with the anticipated sales growth of Cardinal Health branded medical products in fiscal 2024?", + "999f7367-ccfe-4155-bd21-0891059dcec5": "What is the new deadline for the term of the Business Review Committee as mentioned in the document?", + "e165f5e7-8c43-4239-8696-bab0351be3c7": "How much did the company incur in expenses related to the Cooperation Agreement during fiscal 2023?", + "c9615bc6-991c-4891-ab0b-2aeb3f04fe0c": "What potential impacts are mentioned regarding the evaluation and implementation of actions recommended by the Business Review Committee?", + "44cb6423-4dd8-4c37-b86a-f810c774d52b": "What types of additional expenses does the company expect to incur related to the Cooperation Agreement and the Business Review Committee?", + "ac5d92ad-d831-4b99-bdcb-97d83c94d183": "Where can one find more information about the risks associated with the Cooperation Agreement in the document?", + "f5a0f9a8-7732-4a3f-824a-caf929aa8e8a": "What was the percentage change in revenue for the Pharmaceutical segment from fiscal 2022 to fiscal 2023?", + "570324f3-4d6f-4338-a211-3402604603b0": "What factors contributed to the decrease in revenue for the Medical segment in fiscal 2023?", + "ea0af78e-08f5-493c-91d7-57c748b796ec": "How much did the cost of products sold increase in fiscal 2023, and what was the percentage increase?", + "18b99d3d-d5e3-4775-ab35-aebdd0f585fe": "What was the total revenue for the company in fiscal 2023, and how does it compare to fiscal 2022?", + "72914210-8541-45b3-af96-1bce392a3c49": "What specific area within the Medical segment experienced revenue growth in fiscal 2023, and by how much?", + "e76a4381-2c99-49e9-a3b0-287c545f3dfc": "What was the consolidated gross margin for Cardinal Health in fiscal 2023, and how did it compare to fiscal 2022?", + "e7976c23-ebd3-4222-b5a1-ef1d6cfc8c61": "Which segment primarily contributed to the increase in gross margin for Cardinal Health in fiscal 2023?", + "7e7c842e-5a56-410d-a997-4c485a9b11a2": "What were the main factors that led to the increase in SG&A expenses for Cardinal Health in fiscal 2023?", + "e1a2a765-d180-42af-9cf4-3fda1c0e273d": "How did the gross margin rate change in fiscal 2023, and what were the primary reasons for this change?", + "0946eccc-3e1f-4299-b50b-1773051c6330": "What impact did the performance of the Medical segment have on Cardinal Health's overall gross margin in fiscal 2023?", + "12974058-af0d-4ec7-8306-1bb1cbd2aece": "What was the total segment profit for Cardinal Health in fiscal 2023 compared to fiscal 2022?", + "868a58e8-0c22-4e3c-b6ca-5bd0986e15d6": "Which segment experienced a decrease in profit in fiscal 2023, and what were the primary factors contributing to this decline?", + "67749c98-032f-459c-aef8-f5e3195582be": "How did inflationary impacts affect the Pharmaceutical segment profit in fiscal 2023?", + "6a02a50c-be25-4d4e-822a-7b7e133da479": "What was the total consolidated operating earnings for Cardinal Health in fiscal 2023, and how does it compare to the previous fiscal year?", + "f94c308e-7a1a-4843-ab09-77dd4803e1a8": "What contributed to the increase in Pharmaceutical segment profit in fiscal 2023?", + "2bff74f3-e99a-4daf-9074-4dbaa031a45e": "What were the total restructuring and employee severance costs for fiscal 2023 compared to fiscal 2022?", + "3af41e80-f6d9-49d3-9a28-788aee9d4e6e": "How much did the company recognize in pre-tax non-cash goodwill impairment charges for the Medical segment in fiscal 2023?", + "6228683f-e715-4d43-a799-60332429ed35": "What were the primary reasons for the restructuring and employee severance costs incurred during fiscal 2023?", + "e446078a-b053-48ae-97bd-cae89428e30e": "How did the interest expense in fiscal 2023 compare to that of fiscal 2022, and what was the primary reason for the change?", + "3d889e9b-4c96-4c68-a2b7-4dd28ff96153": "What income was recognized in fiscal 2023 related to the settlement of shareholder derivative litigation matters?", + "859f12f3-f348-44cc-a152-481cdabe8016": "What were the primary factors contributing to the fluctuations in the effective tax rates for fiscal 2023 and 2022 as mentioned in the document?", + "39ad9318-45e5-46f0-9a31-2f4604a4b3a7": "How did the goodwill impairment charges related to the Medical segment impact the effective income tax rate in fiscal 2023 and 2022?", + "ea7840fd-823e-4cc2-90d5-4a6819a70281": "What is the effective income tax rate for fiscal 2023, and how does it compare to the effective income tax rate for fiscal 2022?", + "74a43425-acfc-4853-af5d-6ae650643992": "What are some of the specific items listed that affected the reconciliation of the provision based on the federal statutory income tax rate to the effective income tax rate?", + "55bd90d8-3f7a-457d-a577-76a8cdfcf983": "For which fiscal years is the company subject to audit by taxing authorities, and what implications does this have for their effective tax rate or tax payments?", + "b975aa7d-b381-489d-9c17-0664f2d368ca": "What was the cash and equivalents balance of the company at June 30, 2023, and how does it compare to the previous year?", + "9fb6dc15-151c-48c0-b19d-42455ac6654e": "What are the primary uses of cash that the company deployed during fiscal 2023?", + "2aae669b-fa41-41d5-97b4-966d5872d299": "What financial covenant must the company maintain in relation to its revolving credit and committed receivables sales facilities?", + "f310e046-01ac-41d4-b29e-8f4222da8333": "How much cash held by foreign subsidiaries was returned to the U.S. in fiscal 2023?", + "61ce7360-5b12-4583-9149-a6a6fd3d272b": "What was the total amount of long-term obligations reported by the company at June 30, 2023?", + "590823ce-5180-4f30-83a8-6191e83e5894": "What is the maturity date of the extended revolving credit facility mentioned in the document?", + "396842b8-bb11-4337-b588-e46bf1728277": "As of June 30, 2023, what was the total amount of long-term obligations reported by Cardinal Health?", + "15eb388b-32dc-4a82-b248-ed06297d5cc3": "What financial covenant must Cardinal Health maintain regarding its consolidated net leverage ratio?", + "42b6381d-a4f3-453c-8d57-91851bdcaba2": "How much principal of the 3.2% Notes due 2023 did Cardinal Health repay during fiscal 2023?", + "9d9f8040-ffe4-4614-a123-9697839f3835": "What was the recorded loss on the early extinguishment of the 2.616% Notes due 2022?", + "99af4e22-b459-469a-a912-9f1c2b94a786": "What was the total amount accrued for opioid litigation as of June 30, 2023, according to the document?", + "34f8891f-4fe4-489c-8ada-a90a1a81c950": "How much did the company pay in its second annual payment under the National Opioid Settlement Agreement during fiscal 2023?", + "33155f90-151e-4b0c-b0a4-cd2b75ba11ae": "What are the expected capital expenditures for fiscal 2024, and what areas will these expenditures primarily focus on?", + "a6ce30cb-c9a3-4819-b878-d231de2ca00b": "What was the total amount deployed for share repurchases during fiscal 2023, and how does it compare to the amount deployed in fiscal 2022?", + "83a9e329-5f00-4977-b589-b5a8b950275d": "When is the quarterly dividend approved on August 9, 2023, scheduled to be paid, and what is the amount per share?", + "12bdc985-f163-4d7b-a1dd-c827fe8138d2": "What is the total amount of contractual obligations and cash requirements reported by the company as of June 30, 2023?", + "210bc2b2-982e-436e-961e-a77b977edb62": "How much is the company obligated to pay under the opioid litigation settlement agreements in the year 2024?", + "58cd3bf0-2b11-46ee-a7f7-be73e75cc056": "What are the components included in the company's long-term debt and short-term borrowings as of June 30, 2023?", + "41b6894d-2306-4476-a427-f440f5f6789f": "What criteria define a purchase obligation according to the document?", + "f2471bc9-86b8-4c43-8f22-b4169d407bf4": "Why are long-term liabilities such as unrecognized tax benefits excluded from the table of contractual obligations and cash requirements?", + "2c97f19b-3343-445d-89a6-83711b521e46": "What factors are considered when determining the allowance for doubtful accounts in the company's financial statements?", + "817d736b-06b0-4b6a-a99c-86b1aa4b4bcc": "How does the LIFO inventory method impact the cost of products sold in relation to pharmaceutical price changes?", + "d6d16782-7600-4fb2-9bff-4394bb5b6f69": "What was the allowance for doubtful accounts at the end of the fiscal year 2023, and how does it compare to the previous two years?", + "28feeb3f-1057-4223-ba36-6cb6669e23f2": "What percentage of the company's inventories were valued using the LIFO method as of June 30, 2023?", + "af4e7d89-2ae8-4e5c-b111-d74210f1e989": "How does the company evaluate the appropriateness of its reserve for doubtful accounts in light of economic conditions?", + "30385391-add1-4f5e-b37a-1922d7b6ede4": "What is the LIFO reserve and how is it calculated according to the document?", + "e260c628-f27e-462b-b65f-47b1f57947cc": "As of June 30, 2023, how much higher were inventories valued at LIFO cost compared to the average cost value?", + "f607835f-2af8-4e92-8227-067959e162a6": "What inventory valuation method is used for the remaining inventory in the Medical and Pharmaceutical segments, and how is it assessed for lower of cost or net realizable value?", + "fcc784bb-9f46-4b99-9b8f-0a105b1cb75b": "What significant reserve was recorded in fiscal 2021, and what was its primary purpose related to inventory valuation?", + "ed6d6df8-f69d-47ab-8e22-7041b561dee1": "What factors contribute to the uncertainty in estimating selling prices and demand for inventory, as mentioned in the document?", + "062d8216-ef14-46f8-a293-6f51a589416c": "What factors are considered when reserving for inventory obsolescence according to the document?", + "abb75be7-ab70-42a9-974d-c5af68a2be3c": "How does the company determine whether to perform a qualitative or quantitative assessment for goodwill impairment testing?", + "458a494a-1bed-49d3-b66e-8de566c51948": "What are the two operating segments mentioned in the document, and how are they related to the reporting units for goodwill impairment testing?", + "3c3a3021-0dd8-43a8-b3e7-100cd4659ade": "What discount rates were used in the fiscal 2023 fair value estimation for the reporting units, and what do these rates reflect?", + "bbdf4902-730e-4683-adb6-ec5668da55dd": "What changes in long-term financial plan assumptions led to the decision to perform quantitative goodwill impairment testing for the Medical Unit at June 30, 2023?", + "976e798e-5c62-40d3-84bb-df687d31b108": "What was the total pre-tax impairment charge for the Medical Unit in fiscal 2023, including the fourth quarter charge?", + "46d2e3dc-15fa-4268-a9ad-1a678da018b7": "What factors led Cardinal Health to perform quantitative goodwill impairment testing for the Medical Unit in June 2023?", + "20e81ff3-22b5-4aeb-bdff-59ecf2afd7cd": "How much goodwill remained in the carrying value of the Medical Unit after recognizing the impairment charges on June 30, 2023?", + "4d58c373-0db2-41b9-9d03-627e1b5631e4": "What was the primary reason for the fourth quarter impairment charge of $368 million for the Medical Unit?", + "d8a5dc81-44fd-4d7e-9c0a-0e0d2f329823": "In which section of the financial statements are the impairment charges included for Cardinal Health?", + "9292302e-0518-4bd4-9cf0-6c9f80580272": "What were the pre-tax impairment charges for the Medical Unit at December 31, 2022, and September 30, 2022, respectively?", + "3f1aec20-45c0-4940-9de8-fe947da43d3e": "What methods were used to determine the estimated fair value of the Medical Unit, and what weightings were assigned to each method?", + "b4e09d09-d6aa-4b41-819d-ed40bcd02883": "How might an increase in the discount rate or a decrease in the terminal growth rate affect the fair value of the Medical Unit?", + "f2792813-ca18-4bc1-8788-743105038612": "What qualitative factors are considered in the impairment test for indefinite-lived intangibles other than goodwill?", + "3ffaf060-b2b4-4abd-abb2-d9c90d86f0af": "How does the company approach the review of contingencies and self-insurance accruals, and when are adjustments recorded?", + "6db768e3-5c0e-47dc-8f9e-58c22a69c520": "What process is used to evaluate the fair value of indefinite-lived intangible assets in relation to their carrying amounts?", + "2d31858e-84e2-4c10-b45e-4994b202f73c": "How does the company determine the adequacy of its accruals for loss contingencies and self-insurance?", + "ca84a320-14ed-4f91-a14d-9a9c99f5338e": "Under what circumstances does the company accrue for contingencies related to disputes, litigation, and regulatory matters?", + "95f3d3b6-9254-4a1e-a59e-5f5e63a02054": "What factors are considered in the qualitative evaluation of indefinite-lived intangible assets to assess their fair value?", + "ba39b20d-e750-4ef9-8d90-cb4c3b89bf93": "Can you provide examples of the types of lawsuits that may lead to loss contingencies as mentioned in the document?", + "f39e83dd-bc67-4500-a76f-629318b58c25": "What is the total amount agreed upon in the settlement for the IVC filter product liability claims as mentioned in the document?", + "07df18fa-5cb4-4d2c-a2df-6d5e3967e9b6": "How does the company estimate the expected ultimate costs to settle claims for self-insurance purposes?", + "0a34934c-46dd-4690-8f8d-46177c68f0fb": "What were the cumulative pre-tax goodwill impairment charges recognized by the company during fiscal 2023 and 2022 related to the Medical Unit?", + "4786eb8f-d396-4dc8-be5a-59d90c61c2d8": "What factors influence the company's methodology for projecting future IVC claim costs?", + "4dcd37d7-b3de-489f-85be-2e754ff2fb8c": "How does the company assess its deferred tax assets and liabilities, and what is the significance of the valuation allowance mentioned in the document?", + "74b899c5-4b12-4b20-b3c1-9c695283c8ff": "What were the cumulative pre-tax goodwill impairment charges recognized by the company during fiscal 2023 and 2022 related to the Medical Unit?", + "b4354750-3199-45af-b6fc-01deb6b3e179": "How does the company measure the amount recognized for tax benefits that are likely to be realized upon settlement?", + "0bec055d-9324-4a26-b5c8-efea3fe3bb6e": "What is the significance of the resolution with the U.S. Internal Revenue Service regarding the company's tax positions for fiscal years 2008 through 2014?", + "79d18236-0a39-4a1f-9e77-598184e5d48e": "What are the potential impacts of new challenges related to future audits on the company's effective tax rate or tax payments?", + "e585ade3-3ffa-4773-9c3f-22d6a7632a30": "How does the company approach the estimation of valuation allowances against deferred tax assets and unrecognized tax benefits?", + "c270d780-e771-4069-a496-60f892469701": "What are the potential factors that could lead to changes in the estimates for deferred tax assets as mentioned in the document?", + "067496b9-732a-4e41-aeb3-5783c3dd7473": "How does the Tax Act enacted on December 22, 2017, impact the calculation of tax liabilities for the company?", + "5b9e4d50-9f89-4558-b471-3ba95d4d4397": "What role does management judgment play in the estimation of tax liabilities according to the document?", + "8d882a1b-6154-4310-812e-edc5efa5b4b6": "Where can additional information regarding the Provision for Income Taxes be found in the financial statements?", + "013eea40-00e1-4c1a-9e7b-4fd1aca3b88d": "What are the implications of unanticipated market conditions on the company's accounting estimates as discussed in the document?", + "f0c8ddd1-5027-458b-8756-74650af241f7": "What are the reasons management provides for excluding LIFO charges and credits from non-GAAP financial measures in the report?", + "3aba3770-410d-4727-87de-9b3c23a02845": "How do surgical gown recall costs impact the financial metrics presented in the document, and why are they excluded from non-GAAP measures?", + "8e6d78c0-e197-4701-964b-7cbaebff4115": "What is the significance of excluding state opioid assessments related to prior fiscal years from the non-GAAP financial measures?", + "09b28a72-07c4-48b8-bbae-3c4eee05dd66": "What types of costs are included under shareholder cooperation agreement costs, and why are they considered non-recurring in the context of the report?", + "9b23c8b9-9a09-4f64-9e5c-e2854d2dadc6": "How does the document suggest that non-GAAP financial measures can assist investors in evaluating the company's performance compared to its competitors?", + "9820fbaa-1713-4893-8b52-22d43179b4bf": "What types of costs are excluded from Cardinal Health's non-GAAP metrics according to the fiscal 2023 Form 10-K document?", + "98c17ce2-5ec0-427d-abd7-7cea25df1574": "Why are restructuring and employee severance costs excluded from the analysis of Cardinal Health's financial performance?", + "aae80232-edeb-41ae-8c80-a1b8ee1fe29f": "What is the purpose of the Cooperation Agreement mentioned in the document, and who are the parties involved?", + "c47c787a-8464-4b9b-915c-6f1c57d7cec5": "How do changes in estimates related to state opioid assessments affect Cardinal Health's financial reporting?", + "ebea08f2-ad4e-41b2-955c-71854e1bb8b0": "What are the reasons for excluding amortization and other acquisition-related costs from Cardinal Health's ongoing business operations?", + "50064211-b3ee-470f-8134-6cd85041cf83": "What are the reasons for excluding amortization of acquisition-related intangible assets from non-GAAP financial measures?", + "e284f1ad-1620-480c-a08e-730621f15d80": "How does the company define non-GAAP operating earnings, and what specific items are excluded from this calculation?", + "45b566de-2784-4fd2-a872-5ff79b1f9afd": "Why are litigation recoveries or charges, net, excluded from the financial results, and what specific event related to opioid lawsuits is mentioned in the document?", + "0d233e2b-62da-4125-b5d2-3b21bef933af": "What is the significance of excluding gains or losses on the sale of equity interests, such as the one related to naviHealth, from non-GAAP results?", + "c3d3c186-ecfd-46df-a8c1-1325bfeea612": "How is the tax effect for the excluded items in the non-GAAP reconciliation determined according to the document?", + "ea2d5c03-80a7-467f-9822-121b768fb641": "What are the key components excluded from the calculation of non-GAAP operating earnings as described in the document?", + "7a12ca06-98dc-4dff-b4f2-c80049ef5389": "How is the growth rate calculated according to the definitions provided in the document?", + "f5404a39-1b98-49ee-b76a-3f39a72fb7dd": "What specific costs are included in the non-GAAP earnings before income taxes calculation?", + "c5284c0c-a9ee-4ba4-b3bd-2fa9d42a963f": "What is the significance of the tax effect mentioned in relation to the items listed in the document?", + "29de9599-dd17-4741-bf96-5268700345e8": "How does the document define non-GAAP net earnings attributable to Cardinal Health, Inc.?", + "db0cf7d0-d0f3-4b35-b459-39f9cee2534b": "What adjustments are made to calculate the non-GAAP effective tax rate for Cardinal Health, Inc.?", + "1cc089cf-e7e7-421d-a58e-e8df4cc9eebf": "How is non-GAAP diluted earnings per share attributable to Cardinal Health, Inc. determined?", + "e048e89e-6154-42b9-a69c-052eac28e4c2": "What are some of the specific costs and charges that are excluded from the non-GAAP effective tax rate calculation?", + "334edd51-9264-4392-946b-85e155820f0d": "In the context of Cardinal Health, Inc., what does the term \"non-GAAP\" refer to in financial reporting?", + "afe018aa-2d6b-4762-b617-690d383afd1b": "What is the significance of adjusting earnings before income taxes for the ten specified items in the calculation of the non-GAAP effective tax rate?", + "6454c7a8-9c67-4581-b4e0-706919f5f071": "What were the total Non-GAAP operating earnings for fiscal year 2023, and how did they compare to the previous fiscal year?", + "e385c30b-9470-4c81-b8ec-d292b0d7e969": "Which specific costs were included in the GAAP to Non-GAAP reconciliation for fiscal year 2023, and what was the impact of impairments on net earnings?", + "71bfa8ab-4c7a-4678-8991-a37c0a615fea": "How did the effective tax rate change from fiscal year 2022 to fiscal year 2023, and what were the corresponding Non-GAAP net earnings for each year?", + "794e76db-0044-4ca4-8080-b956e5d3d95a": "What was the diluted EPS growth rate for fiscal year 2023 compared to fiscal year 2022, and what were the GAAP diluted EPS figures for both years?", + "8b21c296-525f-45f0-a44e-af05be707b27": "In fiscal year 2021, what were the total GAAP earnings before income taxes, and how did they differ from the Non-GAAP earnings before income taxes for that year?", + "6faed173-246e-4e8c-9aa8-bed0055afad6": "What was the pre-tax goodwill impairment charge recorded by Cardinal Health, Inc. for the Medical segment in fiscal 2023?", + "8787509e-2cb9-4b38-9b20-150bdc69a667": "How many common shares were used to calculate the fiscal 2022 non-GAAP diluted EPS for Cardinal Health, Inc.?", + "a6479131-e638-42d8-8849-8e8a1debb83e": "What was the one-time contingent attorneys' fee recorded during fiscal 2022 related to the National Opioid Settlement Agreement?", + "35fc191a-289f-43ad-acac-e54eccdd2228": "What was the net tax benefit associated with the opioid litigation charges recorded in fiscal 2021?", + "58d370e7-1f91-44eb-90b7-0c498f69abcc": "Did the litigation (recoveries)/charges, net for fiscal 2022 include a judgment for lost profits related to an intellectual property claim? If so, how much was the judgment?", + "0295b51a-e9f6-4eff-a36b-6c9bbf714065": "What was the total benefit from the net operating loss carryback mentioned in the document, and how was it allocated between litigation recoveries and separate tax adjustments?", + "8787076e-0bad-40cb-8473-744ecb7724a8": "How did the Coronavirus Aid, Relief and Economic Security (CARES) Act impact the company's taxable income for fiscal years 2015 to 2018?", + "f610c09c-c97a-45a6-a48a-2860bd8fb294": "What specific amount of the net operating loss benefit was included in the Non-GAAP financial measures, and what was the rationale for this allocation?", + "787cfdac-a8ee-4067-b4f4-cc2ec77132b4": "What varying factors influence the tax rates applied by the company as mentioned in the document?", + "9ea820c4-2545-4eca-b635-d9d863c9f27e": "In the context of the document, what is the significance of the rounding adjustments mentioned in the computations of financial measures?", + "e9a82dd2-a5b6-449c-9cf4-b2f054d736b7": "What are the primary market risks that Cardinal Health is exposed to, as mentioned in the document?", + "55b89e73-fb3a-4e0d-9e6b-bb65e89452b8": "How does Cardinal Health estimate the potential maximum loss in earnings due to transactional exposure for the upcoming fiscal year?", + "095da087-31ad-4271-9d98-abae2aecf33a": "What methodology does Cardinal Health use to assess its foreign exchange rate sensitivity, and what are the estimated potential maximum losses for transactional and translational exposures?", + "b756d985-d5ce-4911-9bd0-b7b872de82d6": "How does Cardinal Health manage its exposure to interest rate fluctuations, and what impact would a 50 basis point change in interest rates have on interest expense and interest income?", + "466a2a57-0787-4f28-a30f-d8a3686a8de7": "Which foreign currencies are identified as the principal drivers of Cardinal Health's foreign exchange exposure?", + "411fb4d5-91ff-4e7a-bada-43c5b5ef45dd": "What commodities is the company directly exposed to in terms of market price changes, as mentioned in the document?", + "5760bf60-9d13-40d3-b320-4502d1bbb395": "How much did the forecasted direct commodity exposure increase from June 30, 2022, to June 30, 2023?", + "3c3ff1b9-c323-4d27-91af-3d5744973e04": "What is the forecasted direct commodity exposure for the upcoming fiscal year as of June 30, 2023?", + "1e82218f-45bc-420e-85ad-34502cbb6c7d": "What is the potential financial impact of a hypothetical 10 percent fluctuation in commodity prices for the upcoming fiscal year?", + "5773f810-c314-4605-84c2-a6d31c501a4e": "Were there any outstanding commodity contracts in the company's hedging program at June 30, 2023?", + "9ab4578c-9ba2-46d4-98e5-6c7b6c9e93b6": "What services does Cardinal Health, Inc. provide to hospitals and healthcare systems through its Pharmaceutical Distribution division?", + "3c328c09-d049-4030-a11b-31b377c71b9c": "How does Cardinal Health's Pharmaceutical Distribution division maintain efficiency and lower costs for its retail and healthcare provider customers?", + "5037fabc-45a9-410d-aae8-874b27df1237": "What types of products are included in Cardinal Health's Specialty pharmaceutical offerings?", + "d3f95fdb-b416-4936-a199-a8f407c5ed84": "What is the purpose of the Red Oak Sourcing venture between Cardinal Health and CVS Health Corporation?", + "eba3aa80-4cb5-4fc6-a88b-fdeaeeff71f4": "How does Cardinal Health generate gross margin from its generic pharmaceutical program?", + "84003f77-c67c-4dbd-8bce-c814b03fbde9": "What types of products are manufactured and sourced by Cardinal Health's Medical segment?", + "fa71c20d-7297-45fd-83a4-10bf54942964": "How does Cardinal Health support healthcare providers in terms of logistics and shipping?", + "06471b1d-7e13-45f5-bef9-15c3ad4d6e74": "What was the financial outcome of the divestiture of the Cordis business in August 2021?", + "893ee284-10ad-4f0d-bd1a-62a31788b693": "Which division of Cardinal Health provides an automated technology platform for inventory management?", + "5caa7319-ffb8-4f91-af54-43670cd463e0": "What strategic areas has Cardinal Health enhanced through its acquisitions over the years?", + "995b7c79-dc56-4b44-aab5-2460aa3cd4b4": "What percentage of fiscal 2023 revenue was generated from the company's five largest customers, including CVS Health and OptumRx?", + "c8de263f-af7a-4724-887b-79e82837f441": "Who are the two largest group purchasing organizations (GPOs) that the company has revenue relationships with, and what percentage of revenue do they collectively account for?", + "c5056e2d-bb5d-42ce-aaef-3a3527f222bf": "In the Pharmaceutical segment, which two companies are mentioned as major competitors to the company?", + "887b71cc-7f09-446c-90b6-f82b11a634db": "As of June 30, 2023, how many employees does the company have globally, and what percentage of them are full-time employees?", + "eecd2d91-1486-4b1e-a1e7-185f4c807826": "What is the role of the Human Resources and Compensation Committee (HRCC) in relation to human capital management strategies and policies?", + "5747a240-8437-4aef-b156-373271e7f603": "What strategies does Cardinal Health employ to manage and develop employee talent within the organization?", + "14a23441-933e-4a6f-b861-0a62feef6b89": "How does Cardinal Health ensure pay equity among its employees, and what factors are considered in this analysis?", + "3230e012-06c9-4bfa-a52d-3b73fa125dea": "What mechanisms does Cardinal Health use to gather employee feedback, and how are the results utilized within the organization?", + "7d0ac285-dbd1-4ede-a77e-5c2bbae947ea": "What initiatives does Cardinal Health have in place to promote diversity, equity, and inclusion among its workforce?", + "fe1ab4fa-e539-4dc5-97ca-8f1df570d612": "How does Cardinal Health prioritize worker health and safety, and what measures are taken to monitor and improve safety standards in the workplace?", + "f3743251-1854-4bd6-9905-2934ef900ec4": "What measures does the company take to protect its intellectual property, according to the document?", + "d9fdade9-e7f7-4290-bdd2-edc57ee43c8b": "How does the company approach updates to safety training modules as its processes evolve?", + "b94e6b76-a98c-47b8-a28b-7f1bab8ff078": "What types of proprietary rights does the company rely on to safeguard its products and services?", + "ff5af76f-82ce-44f5-b16f-6f270e362071": "Is there any assurance provided by the company regarding the enforcement of its proprietary rights against third-party infringements?", + "0c1117e0-61cd-4a01-b985-ff9e7883fce6": "Where can one find more information about the company's human capital management practices?", + "ca46314f-64d8-452b-9d6d-5b5f2807dd9c": "What regulatory agencies are mentioned as overseeing the business operations in the United States and foreign countries?", + "1b578200-d48b-4ef3-9fb1-ded7c1288eee": "What are the potential consequences for failing to comply with the legal or regulatory requirements set by the regulatory agencies?", + "79d31c13-6eee-4aa7-aa52-dbeab6ea51ad": "How does the Controlled Substances Act (CSA) impact the distribution of pharmaceutical and medical products?", + "1c36d54a-fb06-419d-bd72-49bdcc635821": "What are the two primary processes for obtaining authorization to commercially market a medical device in the United States?", + "2b543264-36d6-4231-b22f-8c3ea7ab7c9a": "What specific terms are included in the National Opioid Settlement Agreement regarding the controlled substance anti-diversion programs?", + "aa0e42a6-b499-4835-93ce-b9e26f0a49fa": "What are the two primary processes through which medical devices can receive authorization for commercial marketing in the United States?", + "73ef59b4-d7ae-4e0a-918c-ed36e57e404b": "What is the significance of CE Mark Certification for medical devices marketed in the European Union?", + "abf369ce-8390-4af5-ad78-9665b2087a02": "What challenges might a company face when seeking regulatory approvals for medical devices?", + "e390505b-dea3-4e26-b700-cc32460f3ff6": "How does the new Medical Device Regulation (MDR) that became effective in May 2021 impact the marketing of medical devices in the EU?", + "041584ca-329e-49cc-b7ce-6533436f78a5": "What actions are taken when a product does not meet regulatory requirements or specifications according to the document?", + "aba1e4bc-70a2-477d-9786-24e6973862d1": "What regulatory requirements must the company's nuclear pharmacies and radiopharmaceutical manufacturing facilities comply with according to the document?", + "215b76ee-d638-4720-a71f-dcce54535c2a": "How does the Drug Supply Chain Security Act (DQSA) aim to enhance the integrity of the pharmaceutical distribution supply chain?", + "f0b4d409-7525-4bc7-8543-818f890e83c7": "What are the potential consequences of violating U.S. federal healthcare fraud and abuse laws as mentioned in the document?", + "ae42b550-731e-4305-9cfe-c8b8aef02fda": "Which privacy laws and regulations govern the handling of patient-identifiable health information in the United States?", + "8d4f73af-abbd-4c5f-9cf0-ba6e5ea2ad4d": "What actions might the company need to take in response to adverse regulatory actions that could affect its manufacturing and marketing capabilities?", + "f797e6b1-b24a-4069-886c-a2896fd96585": "What are the potential consequences for businesses that fail to comply with Medicare and Medicaid regulations as described in the document?", + "dcbddeed-74fd-49b6-8ca6-ce8891dac43f": "How much did the company agree to pay to the Department of Justice during fiscal year 2022 in connection with the investigation mentioned?", + "54ea1924-904c-4f24-975c-89fd2b1cc8a8": "What type of agreement did the Specialty Pharmaceutical Distribution business enter into with the Office of Inspector General of the Department of Health and Human Services?", + "466531df-8af6-4ba3-bd64-366d2dae93e2": "What are the implications of failing to adhere to procurement requirements for U.S. federal and state government contracts?", + "94e3379e-87c2-4961-881c-d529b406cf67": "Which federal and state healthcare programs are mentioned as being relevant to the businesses discussed in the document?", + "6ff97675-f8fa-45ee-8ad9-cee3cf111c62": "What environmental regulations impact the use of ethylene oxide (EtO) in the sterilization of medical products according to the document?", + "dfd56df7-4952-4eb6-b1b9-587498fb3af1": "What potential consequences can a company face for violating antitrust laws in the United States?", + "23ca59ee-6e0f-46aa-9b5d-fe4ec0cf96ed": "Which U.S. and foreign laws must the company comply with regarding the import and export of goods and handling of information?", + "f2521f48-b960-472c-a239-a8dfdc8da835": "What are the implications of the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act on the company's foreign operations?", + "47407016-434d-4ba7-96be-54f68217b011": "How do regulatory actions aimed at reducing EtO emissions affect the facilities that sterilize medical products?", + "7927735f-6202-4c6f-a45b-82bf7cbb02bd": "What are the general inventory maintenance requirements for Cardinal Health's distribution businesses according to the document?", + "1d27feb5-559f-4bfa-8a6a-9fc9d9d5b53a": "How do Cardinal Health's customer return policies affect the resale value of returned products?", + "3375f622-75d4-4bc0-b18a-6b94071e8e64": "What specific requirements do certain customer contracts impose regarding inventory levels for emergency demands?", + "98e41761-e0c5-4fa0-ad33-e2de8e954b7a": "Were there any changes to Rule 10b5-1 trading arrangements by directors or officers during the quarter ended June 30, 2023?", + "4e621624-b257-4090-9926-6ebeb6785a24": "What payment terms does Cardinal Health offer to its customers as mentioned in the document?", + "84652085-3ad9-40b6-991a-807a335b4094": "What is the total amount Cardinal Health has agreed to pay under the National Opioid Settlement Agreement, and over what time period will these payments be made?", + "63b71e18-8d8e-4809-b71f-3973b1a50f2e": "What types of entities are involved as plaintiffs in the lawsuits against Cardinal Health related to opioid distribution?", + "934a8ccb-d8a2-484b-8d1e-d6096cadb3b8": "What are the potential consequences for Cardinal Health if it fails to comply with the requirements of the National Opioid Settlement Agreement?", + "5e2a8b62-e50a-4a0a-8240-76832049059a": "How might ongoing unfavorable publicity regarding opioid misuse affect Cardinal Health's business operations?", + "1cc26c4a-820f-4ec8-a98c-e68e30d479fe": "What legal proceedings is Cardinal Health currently involved in concerning insurance coverage related to opioid-related lawsuits?", + "7f2c017d-2edd-4728-a313-2803dc2c9b38": "What potential financial impacts could arise from state-imposed taxes or fees on the sale of opioids for the company mentioned in the document?", + "15e22807-7ca7-4048-95cc-1b269de1a45e": "How might ongoing lawsuits and unfavorable publicity regarding opioid misuse affect the company's reputation and operational results?", + "5a7b8ebf-e372-47c3-992f-61329f6ea504": "What are the consequences of noncompliance with quality and regulatory requirements for the products manufactured or distributed by the company?", + "b4215e0e-1f4b-445e-9651-1834c5129e58": "What challenges does the company face in obtaining regulatory approvals or product registrations for medical devices or other products?", + "c814f88b-8cc1-4e61-b247-36871f13b6bf": "In what ways could proposed legislation conflict with the National Opioid Settlement Agreement as mentioned in the document?", + "dcb3ddb7-5a8b-4f63-8d8a-d2c2c804c96f": "What are the potential consequences of failing to maintain necessary permits and licenses for the company's operations?", + "a4f3c9d3-06c9-4b76-9c34-1dd0877778f8": "How do evolving regulations regarding patient-identifiable health information impact the company's financial condition?", + "0dfe849b-2f07-414a-991f-eab41fab32bc": "What legal challenges could arise from the company's participation in Medicare and Medicaid programs?", + "f2192e5f-6c34-44d3-aa75-cc67a84492d4": "How might restrictions on the 340B drug pricing program by pharmaceutical manufacturers affect the company's customers and overall business?", + "a3c2d8c3-3ab6-44b5-8689-44c7a6dc8644": "What environmental regulatory actions could lead to increased compliance costs for the company, particularly concerning the use of ethylene oxide and PFA compounds?", + "7ffcfb32-a00a-46d8-b12f-9e8439cc36f2": "What regulatory actions have been taken by environmental authorities to address emissions during the sterilization and distribution process mentioned in the document?", + "b8c031e7-c4e3-40be-86aa-890ea7f37450": "How could increased compliance costs with reduced emissions standards impact the Medical segment's profit according to the document?", + "7539d79d-f612-40fe-968d-4d6860eaad70": "What potential consequences does the document outline for failing to comply with government procurement requirements?", + "d0677fcf-1f7f-4d53-94f8-11db2fbc4438": "Which laws and regulations are Cardinal Health's global operations subject to, as mentioned in the document?", + "508bfb96-1ecb-4091-80f5-0a50cf6e64f2": "What challenges might arise from U.S. Customs and Border Protection regarding the determination of the country of origin for products sourced or manufactured outside the United States?", + "81ade001-e744-48cb-8c3c-797dab0a1995": "What potential changes in tax laws could adversely affect the financial position of the multinational corporation described in the document?", + "881983f6-95b7-4a4b-aa61-803bfc2e2a20": "How did the Inflation Reduction Act enacted in August 2022 impact the corporation's tax obligations?", + "3c48c580-8624-47fc-bd1d-8fbe68d24f0a": "What are the implications of the U.S. Tax Cuts and Jobs Act on the corporation's estimates for future tax deductibility related to opioid-related lawsuits?", + "30a6313f-882e-4552-9cbc-e8d2a2dc1981": "What challenges might the corporation face regarding its self-insurance pre-tax net operating loss carryback under the CARES Act?", + "22187e92-252e-4c3b-9d88-2334f4a9576d": "How might changes in the U.S. healthcare environment affect the corporation's operations and financial outcomes?", + "7aed20d3-9c07-48d1-b0ab-84c4e0b3c992": "How might proposed adjustments in ongoing audits impact the effective tax rate or tax payments for the company mentioned in the document?", + "6660d08b-c37c-4ab5-b153-bb48b6de3c43": "What significant changes have occurred in the U.S. healthcare industry over the years, as described in the document?", + "7c1e7d4c-e249-4a1e-a01e-5e54e3cd69ce": "What potential future changes in legislation or regulations could adversely affect the company\u2019s operations in the healthcare sector?", + "d0a5068e-9bde-4d6d-8600-86815163ca87": "How do legal proceedings related to opioid pain medication affect the company's financial condition, according to the document?", + "acc52b98-90c1-4318-90f9-5796aba28791": "What types of claims could the company face related to the products it distributes or manufactures, as mentioned in the document?", + "a4c8ad3f-62f9-47a6-a481-9a261a0a8332": "What are the potential financial implications for the company if future product liability claims exceed available insurance recoveries?", + "d0b04a5e-6a06-4bf4-a075-b144d7216310": "How do disruptions in information systems and distribution networks impact the company's operations and results?", + "2af3fea3-01c5-4e3c-94c3-3d293c027fbe": "What types of events could lead to manufacturing disruptions for the company?", + "03e7ad80-290a-4ca2-8628-8e564fd50661": "What measures does the company have in place to address information security incidents, and what challenges do they face in maintaining security?", + "9a0f0553-332c-4f18-8670-d00b054e48f8": "In what ways could the company's ability to compete be affected by data governance and data quality issues?", + "afd14a1a-21a9-4f15-889e-a9e467029f59": "What measures does the organization have in place to detect and respond to information security incidents?", + "b1cc5bae-aa42-4126-b85e-7aa41d66569c": "How do unauthorized parties typically gain access to the organization's systems or facilities?", + "ae9f2c6b-7bbb-499c-b762-3ecbdc6a7175": "What potential impacts could a compromise of information systems have on the organization's operations and regulatory compliance?", + "a7cd2055-ab87-4f6f-b66c-767d275634c4": "How is the availability and cost of insurance for losses arising from cyber-attacks changing according to the document?", + "5e30ab26-e857-4f12-9f35-66f590f8653f": "What specific regulations are mentioned that the organization must comply with regarding sensitive personal and financial information?", + "7945ee1c-f552-4790-b18d-5c62853bb1ad": "What significant impairment charges were recorded by the company in fiscal year 2023 related to goodwill in the Medical Unit?", + "7879055c-acdc-4397-b15f-5f69e975578a": "How does the concentration of sales and credit with CVS Health and OptumRx impact the company's financial condition?", + "f0350d19-6bf7-418d-979c-bee61fff423a": "What factors could lead to additional goodwill impairment in the company's Medical Unit according to the document?", + "2f121331-f3d8-4107-af09-259d5ce60b62": "What challenges might the company face when managing and completing divestitures of its business assets?", + "4d93f954-dcd3-4068-887f-eb7334ab7247": "How does the company's strategy regarding acquisitions relate to its overall financial condition and strategic objectives?", + "bc4e4e2c-efb0-43ad-97b1-b231d102a68f": "What strategic actions did the company take in July 2023 regarding its Outcomes\u2122 business, and what was the result of this action?", + "366fadae-501a-4543-a958-0baac42aa1c5": "What potential challenges might the company face when selling assets or businesses, as mentioned in the document?", + "856444e2-e312-4a46-b596-54d95272de72": "What risks are associated with the company's ability to manage and complete acquisitions, according to the provided text?", + "ca47478f-e617-4f94-9615-028da15afc89": "How did the company\u2019s Pharmaceutical segment modernize its finance and operating information systems during fiscal 2022?", + "503a29b2-e128-4c08-9266-92d0b6cd7782": "What could be the consequences of failing to effectively complete or manage critical business processes, as outlined in the document?", + "c403796c-78e2-41ba-b525-fe39c3b0f3c8": "What are the potential unintended consequences of the Cooperation Agreement with Elliott for the company's management and operations?", + "b653aaec-1d80-4949-bb5b-0ac6ee19a34e": "How might competitive pressures in the pharmaceutical and medical segments affect the company's profit margins?", + "5b593bcd-13d0-4a08-af0c-e63900c0fbd8": "What factors contribute to the uncertainty surrounding the profit margin of the Pharmaceutical segment, particularly regarding generic pharmaceuticals?", + "58d11a0d-494b-448c-a801-d1a72ca21ff7": "In what ways could changes in the pricing strategies of branded pharmaceutical manufacturers impact the company's compensation and margins?", + "c776b5f7-bcf3-4d68-b392-bb5335bbe20b": "What types of raw materials does the company's manufacturing businesses rely on, and how do fluctuations in their prices affect production and distribution costs?", + "d05ad78b-b214-41bd-a087-77cedf28e697": "How have changes in manufacturers' pricing strategies impacted the margins of the company mentioned in the document?", + "e90805c8-84fe-4b26-8fac-040b0b979ac2": "What raw materials does the company's manufacturing business rely on, and how do fluctuations in their prices affect production costs?", + "15c42591-5eeb-4ef5-bf25-731327d16eb9": "What challenges does the company face in passing along cost increases to customers, according to the document?", + "b89ca72d-76b8-4d3e-a5d3-8e8e2cd02a78": "How have supply chain constraints affected the Medical segment's profit and sales in the fiscal years 2021, 2022, and 2023?", + "4671c482-873a-4e02-905f-be212439a2e5": "What measures did the company implement to mitigate the impact of increased supply chain costs in fiscal year 2023?", + "134b9f45-d4f5-44c1-a8cf-1b62720aa0b9": "What are the potential consequences of supply interruptions mentioned in the document for the company's business operations?", + "fe50468b-de17-44cf-b5d0-114fe51a9cd7": "How does employee attrition impact the company's ability to meet its business objectives according to the document?", + "008f0258-bf99-4c8f-ae1d-9b020606216c": "What regulatory challenges does the company face regarding the sourcing of components and raw materials, specifically related to the Uyghur Forced Labor Prevention Act?", + "4b2aa094-c559-4eb3-a718-2bea2fc4ff8b": "In what ways could consolidation in the U.S. healthcare industry affect the company's results of operations?", + "9b001ec7-e8de-40f4-8303-e55cb1cbe151": "What risks are associated with the company's foreign operations as highlighted in the document, particularly in relation to trade policies and currency exchange rates?", + "34a9b1a9-caf7-40ae-82b6-e6e76c5c15aa": "What types of facilities does the Pharmaceutical segment operate in the United States as of June 30, 2023?", + "71f864fb-20df-47d0-9662-c949ba8ad302": "In which countries does the Medical segment have manufacturing facilities as of June 30, 2023?", + "9b3ddfe7-9ffc-4476-8f16-ebe49e8f5260": "Where are the principal executive offices of Cardinal Health located?", + "5787fce2-05e7-4f32-9029-31d83c82d76b": "How does Cardinal Health assess the condition of its operating properties?", + "7ad75b67-5210-41d2-9556-dc142c75f4ab": "What actions might Cardinal Health consider regarding its operating properties to enhance business efficiency?", + "91f237e3-a76e-492e-9b1f-0693af2fcc5d": "What allegations were made against the current and former members of Cardinal Health's Board of Directors in the legal proceedings filed by purported shareholders?", + "fa8aa0a5-4e16-493e-90a5-37a1c8f8f04a": "What was the outcome of the consolidated derivative cases known as In re Cardinal Health, Inc. Derivative Litigation?", + "19f3c5e4-159c-4701-9ae4-1d0ec356c422": "How much did Cardinal Health receive from its director and officer liability insurance carriers as part of the settlement in December 2022?", + "0e6e9cc0-c767-4a83-af02-df8e4a4e34f9": "What specific issues did the plaintiffs claim the Board of Directors failed to monitor regarding Cardinal Health's operations?", + "681de622-2899-47b1-9942-9cb59425837b": "Did the settlement reached in the Cardinal Health legal proceedings include any admission of liability by the defendants?", + "a4050a5a-f032-4e2b-aa56-3f7e9e0fd535": "What stock exchange is Cardinal Health's common shares listed on, and what is their trading symbol?", + "91a368a8-036c-4db6-90bc-10a31f3ccfe1": "As of July 31, 2023, how many shareholders of record did Cardinal Health have for their common shares?", + "31eb92b3-8e55-4936-9121-1d1f49d5268d": "What is the total number of shares purchased by Cardinal Health in June 2023, and what was the average price paid per share?", + "f6f5bb0c-af88-4547-a82a-2940449f554a": "What are the expiration dates for the share repurchase programs approved by Cardinal Health's Board of Directors?", + "34f36763-6f48-404c-a7b5-c70c82870809": "How much authorized dollar value for share repurchases remained under Cardinal Health's programs as of June 30, 2023?", + "d635d284-626a-40ba-9f4f-f842eb9400fe": "What time period does the cumulative total return graph cover for Cardinal Health, Inc. in the document?", + "5215b4eb-ecf5-4cb5-9090-88e8d6c345a7": "How does the cumulative total return of Cardinal Health, Inc. compare to the S&P 500 Index and the S&P 500 Healthcare Index by June 30, 2023?", + "e18c3a60-bd07-45fd-8cf2-d9dbf4ab43b8": "What was the initial investment amount assumed for the cumulative total return calculations in the document?", + "0a816af9-6d40-44b2-9308-79cd8016bf0e": "What was the cumulative total return of Cardinal Health, Inc. at the end of fiscal year 2022?", + "3c6faf09-0a31-43bd-95f4-9f954e31f6b6": "How are the investments in the S&P 500 Index and S&P 500 Healthcare Index weighted according to the document?", + "a2c14b78-199e-4892-954c-88b6f9ed3b99": "What was the conclusion of Cardinal Health's principal executive officer and principal financial officer regarding the effectiveness of their disclosure controls and procedures as of June 30, 2023?", + "18297ee6-9e97-4254-8713-45d288b524b1": "Which framework did management use to assess the effectiveness of internal control over financial reporting as of June 30, 2023?", + "576da1d5-2f3c-4cdc-ade8-0b94961a817e": "What is the inherent limitation mentioned in the document regarding internal control over financial reporting?", + "5f80922d-10ad-42d0-8b1b-6f1f56a2bd05": "Did Cardinal Health experience any changes in their internal control over financial reporting during the quarter ended June 30, 2023, that materially affected it?", + "2eba3450-41d7-4e8b-97c8-657a9bea900b": "Who issued the report on Cardinal Health's internal control over financial reporting, and what was the nature of their opinion?", + "148c685e-73e9-4a6f-b599-83836d8829a3": "What framework did Cardinal Health, Inc. use to assess its internal control over financial reporting as of June 30, 2023?", + "35d485a5-a5d1-4222-bb78-cc8c2b603ec5": "Who is responsible for maintaining effective internal control over financial reporting at Cardinal Health, Inc.?", + "8f6d19b6-5947-452e-ac36-eca5e7bb1d75": "What was the opinion expressed by the independent registered public accounting firm regarding Cardinal Health, Inc.'s internal control over financial reporting?", + "46860ba7-21e2-4eb0-9386-585a1cea01dd": "What are the inherent limitations of internal control over financial reporting mentioned in the report?", + "4bba7bf9-459a-47a9-8379-2cd9e99cf57b": "On what date did Ernst & Young LLP issue their report on Cardinal Health, Inc.'s internal control over financial reporting?", + "0654e3d6-58f7-48a5-9246-df3a2801ef78": "What is the opinion expressed by the independent registered public accounting firm regarding Cardinal Health, Inc.'s consolidated financial statements as of June 30, 2023?", + "c1260b2c-5633-4d2d-a931-3518091e0db8": "What framework did the auditors use to evaluate Cardinal Health, Inc.'s internal control over financial reporting?", + "ca2b36fd-8cb4-4c09-8a2d-82cf26b7e28b": "What are the responsibilities of the management of Cardinal Health, Inc. concerning the financial statements?", + "0f907bd0-662a-4da3-8f5d-716350ba7e3d": "What are critical audit matters, and how do they relate to the audit of Cardinal Health, Inc.'s financial statements?", + "ee525542-8253-43e2-926e-ae7459d33209": "What standards did the auditors follow while conducting the audits of Cardinal Health, Inc. as mentioned in the report?", + "4973cb73-d25a-4769-b91b-45d10ae0489b": "What was the amount of goodwill impairment charges recognized by the Company for the Medical Unit during fiscal 2023?", + "dc7f3998-7176-4244-9714-208c60c1536c": "Which significant judgmental assumptions were evaluated during the audit of the Company's goodwill impairment test for the Medical Unit?", + "5bb8d9a8-06c4-4100-8b3e-3a116dc3163c": "How does the Company determine whether a tax position is more likely than not to be sustained upon examination?", + "ffb8b057-2dcf-446b-a364-03e0c53ad4e7": "What role did valuation specialists play in the audit procedures related to the measurement of the fair value of the Medical Unit?", + "e48689c9-c2b2-42b4-8347-db027f70abb0": "What is the approximate amount of unrecognized tax benefits related to the Company's uncertain tax positions as of June 30, 2023?", + "8c10a8a8-f1c3-48d6-9318-320c15f32675": "What methods did Ernst & Young LLP use to evaluate the Company's accounting for its uncertain tax positions?", + "b98e2fd5-7eda-483e-a9ae-be7825977cd7": "How has Ernst & Young LLP's knowledge of international and local income tax laws influenced their assessment of the Company's tax positions?", + "a93aa6aa-107b-4225-9f37-eff9045a44e1": "What specific developments in applicable tax jurisdictions were considered to assess potential effects on the Company's tax positions?", + "59bc36c5-0424-4827-904f-71c2fd0b4361": "Since what year has Ernst & Young LLP served as the Company's auditor?", + "8496115c-898a-4815-8915-5b619531df46": "What aspects of the Company's income tax disclosures were evaluated by Ernst & Young LLP in relation to uncertain tax positions?", + "2712faf1-cd5d-4b36-872f-34185566c037": "What fiscal years are covered in the Consolidated Statements of Earnings/(Loss) section of the financial statements?", + "e31a5c3f-4892-4341-9fd1-71d1030657c0": "Where can one find the Consolidated Balance Sheets in the document?", + "2eaf3ffc-a268-434b-812a-fbe2a7d14998": "What information is included in the Notes to Consolidated Financial Statements section?", + "0aff19c4-a4a6-4c54-9f05-11d79a09d92b": "How many pages are dedicated to the Consolidated Statements of Cash Flows for the fiscal years ended June 30, 2023, 2022, and 2021?", + "cd69da07-208d-42ca-8c7e-1ca4c0e45bcd": "What is the title of the document that contains the financial statements for Cardinal Health for fiscal 2023?", + "8d052579-0289-47d3-b90c-fcf71344cbe2": "What was the total revenue reported by Cardinal Health for the fiscal year 2023?", + "b6369339-6124-43cd-8e00-804a64dc3289": "How did the net earnings attributable to Cardinal Health, Inc. in 2022 compare to those in 2023?", + "6d938fba-2a1b-4b30-8466-fab698e9743f": "What were the operating expenses related to distribution, selling, general, and administrative costs for Cardinal Health in 2023?", + "4aad2c8b-0446-48f3-9f42-79a9952d726d": "In the fiscal year 2023, what was the gross margin reported by Cardinal Health?", + "b9e624dc-f246-4b50-8d28-411f993ad10e": "What was the provision for income taxes for Cardinal Health in 2023?", + "e80f9f55-1789-4fef-b274-98981817e88c": "What was the net earnings for Cardinal Health in the fiscal year 2023 according to the consolidated statements of comprehensive income/loss?", + "c5041261-c1ef-4620-88b9-4e39a77d5b93": "How did the total comprehensive income/loss for Cardinal Health in 2022 compare to that in 2023?", + "db492b1c-f758-48be-865d-c198b42c788b": "What amount is attributed to comprehensive income attributable to noncontrolling interests for the fiscal year 2023?", + "db23e289-245d-49e1-8e8a-8e9c1a8f3ef2": "What was the total other comprehensive income/loss, net of tax, for Cardinal Health in 2021?", + "be3e5605-027e-4588-a389-01913656d55a": "How did the net unrealized gain/loss on derivative instruments change from 2021 to 2022 for Cardinal Health?", + "75beecb2-21bb-4959-b6cc-5012d987b925": "What was the total amount of current assets reported by Cardinal Health as of June 30, 2023?", + "0fe4b3eb-a7da-4232-bb77-0543d25467fa": "How did the accumulated deficit change from June 30, 2022, to June 30, 2023, according to the consolidated balance sheets?", + "dc585c2d-15c8-459c-b60d-f7940a76588f": "What is the value of total liabilities reported by Cardinal Health for the fiscal year ending June 30, 2023?", + "27f0111b-d6a6-4780-a15f-6975f18263df": "How many common shares were issued by Cardinal Health as of June 30, 2023, and what was the total value of these shares?", + "98ec4fb5-6cae-4ebb-9f04-511eac6d26be": "What are the figures for long-term obligations, less current portion, for Cardinal Health as of June 30, 2023, compared to June 30, 2022?", + "7965a1ee-3da2-4f71-833b-195842f966fd": "What was the total shareholders' equity/(deficit) for Cardinal Health as of June 30, 2023?", + "1bdc4217-7f7f-4d36-8112-2af97f029c26": "How did the net earnings for the fiscal year ending June 30, 2022, compare to the previous fiscal year?", + "2219c04c-9301-44a4-a050-e9dea6d59ec2": "What impact did the employee stock plans activity have on the total shareholders' equity from June 30, 2022, to June 30, 2023?", + "6a4c506b-56ff-4f8e-b854-259a52442842": "How much was declared in dividends for the fiscal year ending June 30, 2023?", + "9abf8d49-4ce6-4f3d-91e2-2980137eca55": "What was the amount of other comprehensive loss, net of tax, recorded for the fiscal year ending June 30, 2021?", + "101887c1-3a96-4dd7-b737-f7ba9fe1a1bc": "What was the net cash provided by operating activities for Cardinal Health in fiscal year 2023?", + "739a7eed-7757-402a-a9f3-dd23a8f602b5": "How did the cash flows from investing activities change from 2022 to 2023 for Cardinal Health?", + "ce7af687-c441-404a-b421-f78eec3b753c": "What were the total cash and equivalents at the end of the fiscal year 2023 for Cardinal Health?", + "1ecc4581-0997-4661-b838-6db0b9446277": "What adjustments were made to reconcile net earnings to net cash provided by operating activities in 2023?", + "6582e672-af9d-49ca-9699-003d5c4f0c76": "How much did Cardinal Health spend on the purchase of treasury shares in fiscal year 2023?", + "f7933e1c-d6ea-4243-a27b-dc7f230ac987": "What is the fiscal year-end date for Cardinal Health, Inc. as mentioned in the financial statements?", + "69c2f88f-1ce9-4567-b2ac-8e9292ac65d7": "How does Cardinal Health, Inc. determine its allowance for doubtful accounts for trade receivables?", + "77e31a14-01c4-4307-be1f-d7bcd76a0798": "What are the estimated amounts for the allowance for doubtful accounts for trade receivables at June 30, 2023, and 2022?", + "20978f6f-cc9b-4e7a-b045-94f249ac76e3": "What types of financing arrangements does Cardinal Health, Inc. provide to its customers, and what is the typical duration of these arrangements?", + "4e80485f-efa8-42ee-86c2-443134ec8273": "What measures does Cardinal Health, Inc. take to manage concentrations of credit risk associated with its trade receivables and finance notes?", + "f7b21299-79f5-4b76-bff3-228eeadfebb7": "What were the amounts for the allowance for doubtful accounts for finance notes receivable at June 30, 2023, and 2022?", + "a66a7ac4-9758-49d2-8367-d97ef1dc3dc7": "How does the company estimate the allowance for doubtful accounts for its financing receivables?", + "0caea3e0-c860-4c1b-9894-df9a5e2e63fd": "Which sectors are mentioned as having a concentration of credit risk for the company's trade receivables and finance notes?", + "3d21da5a-1967-4f12-9073-f54290c6ef2a": "Who are the major customers that account for at least 10 percent of revenue and gross trade receivables?", + "a914ae17-d36b-4ca6-8735-6a55b30eaf03": "What measures does the company take to mitigate credit risk associated with its customers?", + "e4cc44d4-0f35-48fc-abc1-b9c3162afa3a": "What percentage of revenue was attributed to CVS Health in fiscal 2023 according to the financial statements?", + "ed4c3af6-4ea8-43dd-b653-f7a90c314faa": "How does the company value its inventories, and what method is used for a portion of its inventories as of June 30, 2023?", + "b031ab96-2206-40c0-b033-85848f12fe57": "What were the reserves for excess and obsolete inventory at June 30, 2023, and how do they compare to the previous year?", + "5f05be5a-9029-4b68-b5ea-c521b3e165e6": "Which two group purchasing organizations (GPOs) are identified as the largest member relationships in terms of revenue?", + "cb7cd1bc-2c12-49a3-acd8-d118a7cc45cd": "How are manufacturer cash discounts accounted for in the company's financial statements?", + "72da24db-3360-46c1-8319-5558307feb08": "How are property and equipment recorded in the financial statements according to the document?", + "6ed23500-701d-41f8-a7ee-c697ae12dd1f": "What method is used to compute depreciation expense for property and equipment, and what is the range of useful lives for different asset categories?", + "06a6f8b2-fc83-41f6-b078-3afc1144f10c": "What criteria are used to determine the capitalization of project costs related to computer software developed for internal use?", + "0056ec37-cd9c-4485-8fe4-6685cccd6261": "What was the total amount of depreciation and amortization of capitalized software recorded for fiscal 2023?", + "606003f3-a5fd-4a69-96e7-e518d25c65aa": "How is interest on long-term projects treated in the financial statements, and what was the weighted-average interest rate on long-term obligations as of June 30, 2023?", + "323c5adc-0f5c-4bad-9f34-0aca1152cab5": "What are the criteria for testing purchased goodwill and intangible assets for impairment according to the notes to the financial statements?", + "c12f833c-8e89-4cf4-8bd7-1c2469e22aa7": "How does the company determine the fair value of its reporting units during the goodwill impairment testing process?", + "ba404b25-4af2-452c-ac8a-6aeb204a122b": "What were the goodwill impairment charges recognized for the Medical Unit in fiscal years 2023 and 2022?", + "e5e660fe-1147-4ff1-9b61-29569d0ab212": "What approaches are used to estimate the fair value of reporting units, and what specific methods are mentioned in the document?", + "94f401ca-41ba-44e2-b458-c973772cc2fb": "What discount rates were applied in the reporting unit valuations during fiscal 2023?", + "45c3252b-8980-4160-b7cb-7f0342d73e53": "What were the goodwill impairment charges recognized by Cardinal Health for its Medical Unit in fiscal years 2023 and 2022?", + "7dbb55d3-5a20-4a0a-a1cd-62f42c17adbe": "How does Cardinal Health assess whether the fair value of indefinite-lived intangible assets is less than their carrying amount?", + "7b5e0010-7eb6-4edf-81ab-a0c14bd1077d": "What criteria must be met for Cardinal Health to classify assets and liabilities as held for sale?", + "37e68e36-c3fa-4642-bb8b-f461f14e4ca6": "What methods does Cardinal Health use to amortize intangible assets with finite lives?", + "f057ae8f-560e-40eb-a78d-4d23d222d9dd": "What significant judgments are involved in the qualitative evaluation for indefinite-lived intangible assets according to the document?", + "48122133-a302-48f9-86e0-55787fd1ddcc": "What business transaction occurred on June 5, 2023, involving the Outcomes\u2122 business and Transaction Data Systems (TDS)?", + "0cff71cd-cf35-4ab0-b7d7-35f51f25f6d2": "How are investments in non-marketable equity securities accounted for according to the document?", + "8c710d7b-60cf-416a-8eeb-5ca896ca0345": "What criteria must be met for assets and liabilities of a business to be classified as held for sale?", + "23a5b120-9b4c-4494-ba49-e76f44171406": "How does the company determine the present value of lease payments for its operating leases?", + "48e2f9f4-37a4-4c47-b42b-49b280c84f91": "What factors are considered when monitoring investments for impairment, as mentioned in the document?", + "7299f9b9-4545-4697-bc5d-d93ae0431441": "What factors are considered when determining appropriate reserves for vendor exposure in the document?", + "d3fe8fc5-5f52-4eb2-9f8b-56cb1c9d78c5": "How are fees from distribution services agreements recognized in the financial statements according to the Pharmaceutical segment's accounting practices?", + "0e08c92e-4e73-49bb-ace1-1d6b7f23fdb4": "What was the amount recorded as pre-tax charges related to opioid litigation during fiscal 2021, and how was it retained?", + "092d2d41-c0e1-40ce-8f41-b94cd8586ced": "How do vendor reserves fluctuate according to the document, and what are some reasons for these fluctuations?", + "d3619dd7-1f2c-4a04-a746-7ee02b3da79b": "Under what conditions does the company accrue for contingencies related to disputes, litigation, and regulatory matters?", + "35636c53-2641-485a-87e1-21bc039980d0": "What is the purpose of the National Opioid Settlement Agreement mentioned in the document, and when did it become effective?", + "2d2b0162-1a87-4d58-a7b9-368554d5a730": "How does the company estimate future costs related to the Cordis OptEase and TrapEase inferior vena cava claims?", + "25877417-8a62-463e-9c71-a76dd6335012": "What types of liabilities does the company self-insure for, and what factors are considered in their self-insurance accruals?", + "653412fb-a234-4bff-b8f6-f2597866ee62": "Under what circumstances does the company agree to indemnify other parties, and how are these indemnification obligations recorded in their financial statements?", + "19c0833e-bb7f-4283-b96c-9dc2305b59da": "How does the company assess the realizability of deferred tax assets, and what factors influence this assessment?", + "5daca6b8-a47b-42c5-917d-e4dd84969204": "What is the treatment of deferred taxes for non-U.S. liabilities regarding unremitted earnings of subsidiaries outside the United States?", + "849a89d3-8e00-4a45-803d-04dca2da8a56": "How does Cardinal Health recognize tax benefits from uncertain tax positions, and what criteria must be met for recognition?", + "a5d56476-59d3-4327-b160-b08393ff85db": "What types of obligations are included in the category of other accrued liabilities mentioned in the document?", + "6b0e98c1-5f4d-42ac-b46b-367c6fcd2b26": "How is share-based compensation for employees measured and recognized in Cardinal Health's financial statements?", + "2431b0bc-6861-4634-bfa3-caddbee60034": "What does the term \"noncontrolling interests\" refer to in the context of Cardinal Health's financial reporting?", + "12c0e423-9069-4ab6-911a-79c50d31f6ad": "How is share-based compensation expense recognized in the financial statements according to the document?", + "ef81503e-ef64-44dd-9733-926fba19bf34": "What were the cash dividends paid per common share for fiscal years 2023, 2022, and 2021?", + "bb1c6ae7-2f96-495a-8d19-a3824db5fe43": "When is revenue recognized for the distribution of pharmaceutical and medical products, as stated in the document?", + "23870c52-2bd3-43c5-ad98-c2e974a4ddad": "How does the company account for sales returns and allowances in its revenue recognition process?", + "1964cc0e-19c7-4eaa-9f67-9aa3051928a4": "What is the process for handling third-party returns of non-merchantable pharmaceutical products as described in the document?", + "b752796f-ee67-4878-bd54-e4e733fba49f": "What is the general policy regarding the acceptance of non-merchantable pharmaceutical product returns from customers as described in the document?", + "7d638a70-a13e-4404-ae5b-777b224ecc3c": "How are shipping and handling costs categorized in the consolidated statements of earnings/(loss) for the fiscal years 2021 to 2023?", + "078150ad-79c2-48ab-a8e1-cbe0c7d71ae2": "What types of activities are included under restructuring and employee severance as mentioned in the document?", + "ce453100-38cc-4977-87d2-eb51a34c8b10": "What costs are classified as amortization and other acquisition-related costs in the consolidated statements of earnings/(loss)?", + "b09e6e24-8a1b-48bc-bf0b-57e59010f5a6": "What potential risks does the company face in relation to the administration of third-party returns, according to the document?", + "c0b95dd0-b90d-4df2-8bfe-14206eb48705": "What types of costs are associated with the initial evaluation of a potential acquisition as mentioned in the financial statements?", + "824dc8f1-02f2-4284-bde2-c48a91def1a3": "How are foreign currency translation gains and losses treated in the financial statements of subsidiaries outside the United States?", + "ea7ee414-23bd-4c2c-b4c2-7c18dd8e44e3": "What are the three levels of inputs used to measure fair value according to the fair value measurements section?", + "dc8eada5-d0d8-48da-9310-b1875a3d03b7": "What criteria must hedge contracts meet to qualify for hedge accounting treatment as outlined in the document?", + "a971c775-1008-41b7-9606-25f95d31cd9e": "Were there any recently adopted financial accounting standards in fiscal 2023 that had a material impact on the consolidated financial statements?", + "688c4cd2-8248-4a7a-88a7-363c4b606ed8": "What are the characteristics of Level 2 and Level 3 inputs in the context of fair value measurements as described in the document?", + "bca13cba-c4cc-48bb-9abe-f66760fc596c": "What was the outcome of the divestiture of the Outcomes\u2122 business, including the date of the agreement and the expected financial impact?", + "60b4cd0d-e731-44da-a444-ed66d6795217": "How does the company classify assets and liabilities as held for sale, according to the document?", + "762c7c57-4c85-4b70-9953-9ec79d474039": "Were there any recently adopted financial accounting standards in fiscal 2023 that materially impacted the consolidated financial statements?", + "2ddbb043-4eb6-418a-858a-67c1fe8eec44": "What is the expected gain from the divestiture of the Outcomes\u2122 business, and how will it be reported in the financial statements?", + "3d3dc51a-9967-41ac-8af0-97bac7d0adbd": "What was the total amount classified as held for sale related to the Outcomes business during the three months ended June 30, 2023?", + "dfac3ab5-e2b6-4a99-b124-53ceab857260": "How much did Cardinal Health recognize as a pre-tax loss in impairments and (gain)/loss on disposal of assets in fiscal 2021 related to the Cordis business?", + "0a430a82-d6a2-4d4a-b271-f0198803ca98": "What were the primary components of employee-related costs in the restructuring and employee severance costs for fiscal 2023?", + "10b27c89-d9ab-41f7-b6f9-908289415803": "What restructuring costs were incurred during fiscal 2022, and how did they relate to the company's overall office space?", + "4fc0e499-9b43-4ec0-875a-b089b72297e6": "As of June 30, 2023, what was the total balance of liabilities associated with restructuring and employee severance costs?", + "03cf80e6-2395-40ea-b4b0-67a8cab0fcd8": "What were the total restructuring costs incurred during fiscal 2023, and how do they compare to those in fiscal 2022?", + "e6bbbb78-3664-4b45-81da-f9cef27526a7": "How did the balance of employee-related costs change from June 30, 2022, to June 30, 2023?", + "0d50d57d-b8b5-4f05-8e03-ea1014241b25": "What was the total goodwill impairment charge recognized for the Medical Unit during fiscal 2023?", + "e376949e-a3e9-4ab2-a667-42b6cfd0ecbc": "What factors led to the decision to perform quantitative goodwill impairment testing for the Medical Unit at June 30, 2023?", + "4aff3fcb-6478-4fde-9c8f-5723a1e86f4a": "How much goodwill was acquired in the Medical segment during fiscal 2023, and what adjustments were made to the carrying amount?", + "84a5f994-ef27-44cd-a7e5-679018a6d772": "What was the estimated fair value of the Medical Unit at March 31, 2023, and how did it compare to its carrying value?", + "aed06cbb-376e-4c0b-8fd7-b50d8bb79c2f": "What were the primary factors that led to the impairment charge recognized in the second quarter of fiscal 2023?", + "3ffadcaf-e808-4382-bab5-8ada910698d9": "How is the fair value of the Medical Unit determined according to the document, and what approaches are used in this assessment?", + "ff30c726-11c3-43c7-8ccc-fdd063205e7b": "What is the total amount of cumulative pre-tax impairment charges recognized for the Medical Unit during fiscal 2022?", + "53eae8b6-0af1-475a-a03b-7c4b9f5e080f": "What are the estimated annual amortization amounts for intangible assets from fiscal 2024 through 2028 as outlined in the document?", + "41d79255-5d81-4afc-b91d-67100e3af52f": "What were the total lease costs reported by the company for the year 2023, and how does this compare to the total lease costs for 2022?", + "d7bbc3c3-86b1-4520-b3d6-bd61adcf5133": "As of June 30, 2023, what is the weighted-average remaining lease term for operating leases?", + "8da93836-f6e7-4287-8714-7b2f5a9ac743": "What are the future lease payment obligations for operating leases in 2024, as reported in the document?", + "239d20f1-9991-4f87-8b71-bff063ea7d1f": "How much did the company pay in cash for financing cash flows related to finance leases in 2023?", + "f44f7ce1-9fb2-40bd-b4cb-52b2593aeb36": "What is the total amount of long-term obligations and other short-term borrowings reported by the company as of June 30, 2023?", + "e877295c-0f6e-4654-af23-1ffda5fc0e7a": "What is the interest rate of the 7.0% Debentures issued by Allegiance Corporation, and who guarantees these obligations?", + "ab897515-f75b-4119-9c0a-d78cb0c02f13": "How much principal was repaid for the 3.2% Notes due 2023 during fiscal 2023?", + "01cad6a5-cfab-4b20-8681-8dfd4231f9de": "What are the financial covenants required for Cardinal Health's revolving credit and committed receivables sales facilities?", + "f89f19ea-646f-437d-b9d4-bef0246e7337": "What was the loss recorded on early extinguishment of debt in connection with the redemption of the 2.616% Notes due 2022?", + "4fd1b835-54ad-4644-a342-58111499947e": "What actions can holders of the notes take in the event of a change of control and specified ratings below investment grade?", + "f3a0aeb6-c0d4-4bb2-8ebf-056992128971": "What is the maximum consolidated net leverage ratio that Cardinal Health must maintain according to their financial covenants as of June 30, 2023?", + "1342db11-1b82-4adb-a9f4-99d93b45d784": "As of June 30, 2023, how much was the availability under the revolving credit facility reduced by outstanding letters of credit?", + "fa39088c-a51c-4eee-8757-ecb6a212f62c": "What types of obligations are included in the balance of other obligations reported by Cardinal Health for June 30, 2023?", + "b274523b-69c9-49e4-8624-823e4dd53c19": "Did Cardinal Health have any amounts outstanding under the commercial paper program as of June 30, 2023?", + "6df56db4-c382-46bd-95bd-f47ed61086e4": "What is the purpose of CHF as a separate legal entity in relation to Cardinal Health, Inc. and its creditors?", + "f813c050-a900-4dce-93b7-bd4ac2ad63f0": "What is the purpose of Red Oak Sourcing, LLC, established in partnership with CVS Health Corporation?", + "6c9e04be-e97d-42e8-8e77-7ee832561b3d": "How does the New York Opioid Stewardship Act (OSA) assess manufacturers and distributors of opioids?", + "83cad528-39a7-4576-bcce-92bc8f9b3b3f": "What actions does the company take when it identifies potential quality or regulatory issues with its products?", + "7ad1c4c4-ac8f-4f73-b5ef-340b6669d1c0": "What are qui tam actions, and how do they relate to the company\u2019s legal proceedings?", + "3ac05b1d-8f1d-427f-b7a3-e984b24c264e": "What financial implications did the company face regarding the assessment under the New York Opioid Stewardship Act for the calendar years 2017 and 2018?", + "f3596fb4-2724-4c2d-a8d2-6095fac8ac54": "What are qui tam actions, and how do they relate to the legal proceedings mentioned in the document?", + "fe00cb01-8c63-447f-b752-4b8a9695a272": "How does Cardinal Health recognize income from favorable litigation outcomes according to the document?", + "b9a31193-4966-4751-8145-30140b80618a": "What types of claims are being made against Cardinal Health in the opioid lawsuits and investigations?", + "41fc97f3-0951-4c53-8db8-69f97fb4af64": "What criteria must be met for Cardinal Health to accrue for contingencies related to disputes and litigation?", + "2c552a27-bf15-4274-b626-ebbc90a0888a": "How did the Pharmaceutical segment's profit in the second quarter of fiscal year 2022 get positively impacted according to the document?", + "79b34336-9742-4c4b-90e8-f258ba258c61": "What is the total amount accrued for opioid-related legal matters as of June 30, 2023, according to the financial statements?", + "7caa5585-e998-4018-8bc7-3a202d067e6d": "Which entities are included as parties to the National Opioid Settlement Agreement that became effective on April 2, 2022?", + "c19fb23c-de55-4e39-a458-3c227c426dc1": "How much has the company paid to Settling Governmental Entities as of July 2023, and what is the total amount they are obligated to pay through 2038?", + "68165899-0e95-4d88-bd44-069bf359042b": "What specific terms related to compliance and oversight are included in the National Opioid Settlement Agreement for the distributors?", + "62e80448-3aad-44b4-af97-43681f41e6c3": "What was the outcome of the federal judge's bench trial in July 2022 regarding the case brought by Cabell County and City of Huntington in West Virginia?", + "b163db8e-8824-4c43-92ce-8b5f1bfc055d": "What is the total amount agreed upon for the settlement with eligible West Virginia subdivisions over the eleven-year period?", + "93cd3cfa-29cf-4b37-a7b3-cd8695381c3c": "How much will be paid to the Native American tribes as part of the settlement agreement executed in October 2022?", + "0398d667-cd95-4143-888d-e85762a9dcee": "As of August 8, 2023, how many lawsuits have been brought by private parties related to opioid claims, and how many of those are purported class actions?", + "58340bb6-6996-43a0-8cc8-8fc18df92a8f": "What was the outcome of the trial involving 21 plaintiffs that took place in Georgia from January to March 2023?", + "ca768806-498e-40ab-8c82-4b2e462e5524": "How much in insurance recoveries did the company receive during fiscal year 2023 related to the ongoing legal proceedings with insurers?", + "c9572ca0-6c04-459e-a990-064138957a8e": "How many product liability lawsuits involving IVC filter products are currently pending against the company, and what is the total number of plaintiffs involved in these lawsuits?", + "07792543-ea7f-42e8-abd3-f0e70de18b1f": "What is the total amount agreed upon in the settlement for approximately 4,376 claims related to the IVC filter product liability lawsuits, and what conditions must be satisfied for this settlement to be executed?", + "e91f0726-5f5d-4d80-84ab-6d1e1da73aeb": "What allegations were made by the Attorney General for the State of New Mexico against the company regarding IVC filters, and under which acts were these claims filed?", + "b51c8aee-7dd2-4d6c-8085-c00aac9db8f1": "In the shareholder securities litigation, what specific violations of the Securities and Exchange Act of 1934 are alleged against Cardinal Health and its officers?", + "dc467a88-5eb9-409f-8598-81bc4bfd6c46": "What was the outcome of the company's motion to dismiss in the generic pharmaceutical pricing antitrust litigation, and what subsequent action did the indirect purchasers take after the dismissal?", + "b6abd8ee-b460-41d3-a742-c2f6e138588b": "What was the total amount received in insurance recoveries related to the litigation matters in fiscal year 2023?", + "83cd1a6a-15e8-4a9a-ad29-0da94e3224b2": "What allegations were made by the indirect purchaser plaintiffs in the Generic Pharmaceutical Pricing Antitrust Litigation against pharmaceutical distributors?", + "daf9bbb1-f8d5-4080-9e16-538db3e70f04": "How much income did Cardinal Health recognize from antitrust litigation settlements during fiscal year 2023?", + "ddddd1f2-ad96-4b45-ac0a-fe05299932f1": "What was the outcome of the shareholder derivative litigation against certain members of Cardinal Health's Board of Directors, and what was the net cash amount received by Cardinal Health from the settlement?", + "2d23904f-ed34-44be-8189-7e66841d18d5": "In which court were the shareholder derivative cases against Cardinal Health consolidated, and what was the date of this consolidation?", + "69463a3e-73b5-4b3a-9094-b50aeb8443a6": "What were the earnings before income taxes for U.S. operations in 2023 according to the financial statements?", + "ff0716b7-38f3-4a8c-a221-350d917e41c3": "How much was the net tax benefit related to goodwill impairment charges recognized in fiscal 2023?", + "77729e4a-307e-4fd0-a583-20ab3223b27b": "What significant tax benefit was recorded during fiscal 2021 due to the net operating loss carryback, and how much was the refund filed for?", + "6e3a3dfd-bfc4-4369-b12f-4f78c5739d40": "What was the pre-tax charge amount recorded for opioid litigation in fiscal 2021, and what was the estimated net tax benefit associated with it?", + "5164061e-a4ac-4dd3-a9b2-b24c42b61c38": "How did the U.S. Tax Cuts and Jobs Act impact the estimates for tax benefits related to opioid litigation charges?", + "59e13702-9975-48fd-96eb-b9b8f90030c5": "What are the estimated tax benefits related to the opioid litigation mentioned in the document, and how do they account for unrecognized tax benefits?", + "d7092167-bbc2-466e-bc7c-1161d6524d75": "How does the effective income tax rate for fiscal 2023 compare to the effective income tax rates for fiscal 2022 and fiscal 2021?", + "65078a4b-2399-4641-ad64-677cc9e0def9": "What significant changes in U.S. tax law are referenced in the document, and how do they impact the company's estimates regarding tax deductibility?", + "99559dfb-f871-438e-8159-97e2d347b3fc": "What factors contributed to the changes in the effective income tax rate for fiscal 2023, particularly in relation to goodwill impairment and resolutions with the IRS?", + "5396abe7-f7f2-4825-ae4d-2965d587d080": "What is the total amount of unrecognized tax benefits reported in the document, and how does this figure relate to the overall assessment of future tax deductibility?", + "ae9ccf1a-b31b-43b3-945e-8e777a57e3b5": "What were the effective income tax rates for the fiscal years 2023, 2022, and 2021 as mentioned in the financial statements?", + "d28ab3b8-7c49-4ab8-bd80-4d92aa2c8378": "How did the goodwill impairment impact the effective tax rates in fiscal 2023 and 2022?", + "68420d92-38aa-48a8-a475-7203bea938b5": "What is the total amount of deferred income tax assets reported as of June 30, 2023, and what are the main components contributing to this amount?", + "94bc1e50-e8f9-4940-9bee-0481e9c5f48e": "What is the significance of the $27 million favorable tax impact mentioned in relation to foreign jurisdictions in fiscal 2023?", + "c3847d54-4353-4801-aace-67a6cedaba37": "How much in gross federal, state, and international loss and credit carryforwards did the company report as of June 30, 2023, and what is the associated deferred tax asset?", + "38629a91-ebd4-47bc-81a8-49c00d188419": "What was the total amount of gross federal, state, and international loss and credit carryforwards reported as of June 30, 2023?", + "3474face-8040-47e4-8139-b1d6e3ec3e0b": "How much of the valuation allowance at June 30, 2023 is attributed to federal, state, and international loss carryforwards that are likely to expire unutilized?", + "288c1ae7-df23-4be0-93e4-364a8c09cfc9": "What was the balance of unrecognized tax benefits at the end of fiscal year 2023, and how does it compare to the previous two fiscal years?", + "4f88f910-670c-4182-870c-76f982ea98f3": "What factors contribute to the uncertainty regarding the timing of deductibility for certain unrecognized tax benefits?", + "2118dc62-81e2-4225-b62c-1d9e77df8064": "What were the main reasons for the changes in unrecognized tax benefits from the beginning to the end of fiscal year 2023?", + "fcf97606-de1d-4960-af48-3445df4900fb": "What is the estimated range of possible changes in unrecognized tax benefits for the next 12 months as mentioned in the financial statements?", + "aa9226af-2daa-43d9-ab84-9b45920c3d9f": "How much accrued interest and penalties related to unrecognized tax benefits were recorded at June 30 for the years 2021, 2022, and 2023?", + "c10845c8-d4d3-436d-8d7f-ae58b6e0bf03": "What is the purpose of the tax matters agreement between the company and CareFusion Corporation?", + "6dabcf14-7cd2-4e16-b767-66e9b543c48d": "How are the fair values of the company's derivative financial instruments determined according to the document?", + "e9cef0bd-3e74-4799-ad5f-a8745db64134": "What types of risks does the company manage through the use of derivative financial instruments?", + "92290474-9fba-40e6-a7a0-507b9f218783": "What types of risks are managed through the use of derivative financial instruments according to the document?", + "9d4879ba-ec73-495b-a60f-3b5284b1731f": "How does the company manage its exposure to interest rate changes?", + "af83ed16-4e06-4302-b0c1-d118e5db7ead": "What measures are in place to mitigate counterparty credit risk associated with derivative instruments?", + "af504e51-6a86-4f67-bf34-e915259ce630": "What is the company's objective regarding currency exchange risk management?", + "96e08d77-f356-4c74-978b-b30da202194d": "How are derivative instruments that are not designated as hedging instruments accounted for in the financial statements?", + "340f0ef3-f952-4f46-b450-30242d2e51e5": "What is the purpose of entering into derivative contracts as mentioned in the financial statements notes?", + "d2e29872-5f8e-4544-8908-e42422784f4e": "How are pay-floating interest rate swaps classified in the consolidated balance sheets for the fiscal years 2022 and 2023?", + "629ccf9d-ee39-444e-8449-432d99a31ab9": "What was the total notional amount of pay-floating interest rate swaps entered into during fiscal 2021?", + "a2c91a5d-a3c7-4525-b38f-c34c2a622f2f": "How are gains or losses from cash flow hedges reported in the financial statements?", + "a32f8582-44c5-42f2-aa80-6e465f9a1cd9": "What changes occurred in the fair value of cross-currency swaps from 2022 to 2023 as indicated in the document?", + "24bbb63f-23fe-487c-9fd5-b531afaf24b3": "What types of derivative instruments does the company use to hedge its exposure to cash flow fluctuations?", + "fcedee03-804c-4e8b-898b-58f412ee643e": "What was the total notional amount of forward interest rate swaps that were terminated during fiscal 2021?", + "915ea431-a70b-4035-bf04-f26fcb19e3dc": "Which foreign currencies are primarily hedged by the company to protect the value of anticipated revenues and expenses?", + "267bcab3-c9ad-4365-bf53-b431a7c28e8e": "How are gains or losses from cash flow hedges reported in the company's financial statements?", + "992566bb-8e21-46de-b56d-19ddc67b945d": "What is the purpose of entering into commodity contracts in the context of the company's Medical segment?", + "cb2458b3-101b-4276-a284-c20ccf5cc034": "What is the notional amount of foreign currency contracts outstanding as of June 30, 2023, and what are their maturity dates?", + "fbf1744c-81df-45cc-b0ee-3d1333ea4c40": "How are pre-tax gains and losses from foreign currency contracts classified in the consolidated statements of earnings/loss for fiscal years 2021, 2022, and 2023?", + "3ba75d83-07a3-4fee-a3bc-c368c68df33b": "What were the cash settlements received from the termination of cross-currency swaps during fiscal 2023, and how were these recorded in the financial statements?", + "0e6cc37d-2518-4eb6-a5ac-fa881ad9e167": "What is the treatment of gains and losses from cross-currency swaps designated as net investment hedges in terms of their impact on accumulated other comprehensive loss?", + "b63f120c-a856-4581-86fd-a900d72272f1": "How did the pre-tax gains and losses from net investment hedges change between fiscal years 2022 and 2023, specifically regarding the foreign currency translation component?", + "3352ae65-2bb2-4f6f-85a3-3d796aa367cc": "What were the pre-tax gains and losses from net investment hedges recorded in the foreign currency translation component of accumulated other comprehensive loss for fiscal 2023 and 2022?", + "a5700e82-118a-4fa1-a926-26b1a590014b": "How does the company manage its foreign exchange exposure related to sales transactions and intercompany financing transactions?", + "a632d534-111f-4ff5-9272-8b14c04ecb9b": "What is the notional amount and maturity date of the foreign currency contracts outstanding as of June 30, 2023?", + "7b197606-72a4-4e20-bb1a-f8843fa5a183": "What impact do economic (non-designated) hedges have on earnings, and how are gains or losses from these instruments recorded?", + "65adbcc9-c8fd-4409-ba0c-5b3ef905ee2a": "Which principal currencies are managed through foreign currency contracts according to the document?", + "ba776ada-ca90-46f4-b66f-b7172580056e": "What is the estimated fair value of the company's long-term obligations and other short-term borrowings as of June 30, 2023, compared to their carrying amount?", + "8888d297-8ccc-4459-91ce-38eb0b2261e9": "How many Class A common shares were outstanding at June 30, 2023, and what voting rights do they have compared to Class B common shares?", + "93b42d13-7fc5-4f96-a292-334f7e370c87": "What was the total cost of common shares repurchased by the company during fiscal 2023, and how many shares were repurchased under the accelerated share repurchase programs?", + "de64babc-1405-4174-8a7e-9697c7fdd176": "What types of derivative instruments are mentioned in the document, and what was the fair value gain or loss associated with the pay-floating interest rate swaps for the year ending June 30, 2023?", + "05c1bd01-5ea8-4967-8944-040f2ef2cf6f": "How does the fair value measurement of the company's long-term obligations and other short-term borrowings classify in terms of measurement levels?", + "50e8d701-3947-4fde-8aac-56fbd85ee10a": "How many common shares did Cardinal Health repurchase during fiscal 2022, and what was the total cost of these repurchases?", + "a57a2389-cf31-4a6f-aca7-00329a3537ee": "What were the average prices paid per common share for the ASR programs in fiscal 2022?", + "5ddb4ac5-515a-4349-b853-ad7c6835a0ad": "What was the accumulated other comprehensive loss for Cardinal Health at June 30, 2022, and how did it change by June 30, 2023?", + "19b31703-63e0-4e56-89d9-7a3ddb940a65": "What components contributed to the total other comprehensive loss attributable to Cardinal Health, Inc. for the fiscal year ending June 30, 2023?", + "9c8ac59d-49a8-4ed7-a37a-ed0d91005670": "How many common shares were repurchased by Cardinal Health during fiscal 2021, and what was the average price paid per share during that period?", + "f8799946-696b-4609-a5d5-2f75c3aae48e": "What was the net earnings attributable to Cardinal Health, Inc. for the fiscal year 2023?", + "4a39d998-8276-44fc-b99c-3f4c961ba9a3": "How many potentially dilutive employee stock options, restricted share units, and performance share units were anti-dilutive for fiscal 2022?", + "b3f00ca7-928f-40a5-b31a-83b2d05bb0d1": "What are the two operating segments of Cardinal Health, Inc. as described in the document?", + "ca1a928d-86bd-4c97-a7a3-3edb915122f4": "What was the total segment revenue for Cardinal Health, Inc. in fiscal year 2023?", + "ec9d4405-1740-4b51-977f-47a3442e840e": "Describe the primary services provided by Cardinal Health's Pharmaceutical segment.", + "de82f080-b24f-46e8-9734-39fd09a11e7f": "What were the total revenues reported by Cardinal Health for the fiscal year 2023, and how do they compare to the previous two years?", + "996806df-1151-409c-98ba-0a9463bb77fd": "How much revenue did the Pharmaceutical segment generate in 2023, and what are the key components of this segment's revenue?", + "df787c54-d6f3-467f-afc2-37fae0b1d8f0": "What was the revenue for the Medical segment in 2022, and how does it compare to the revenue in 2021?", + "4750e643-b292-491e-bb8d-04423b8370ed": "What is included in the Corporate revenue for Cardinal Health, and how did it change from 2021 to 2023?", + "dcb24e3c-5716-4821-9077-de9297fac2fc": "What specific revenue figures are reported for the Cardinal Health at-Home Solutions division in 2023?", + "67fc1c20-ee6d-4768-aec7-247bfc504526": "What factors contributed to the increase in revenue for the Pharmaceutical segment in 2023 compared to the prior year?", + "59c208fb-1bee-4f0d-b09c-423992332ec0": "How is segment profit calculated according to the financial statements, and what expenses are excluded from this calculation?", + "a992cb56-f690-4de2-ae0a-1eabc3b08074": "What was the total segment revenue for the Medical segment in 2023, and which division is excluded from this segment?", + "4c6959dd-8198-48b0-9d03-8f0c78d70f42": "What were the corporate revenue figures for the years 2021, 2022, and 2023, and what does corporate revenue consist of?", + "46006b64-cdfa-4bed-9e8a-53e495df6845": "How much investment spending was recorded by Corporate in fiscal 2022, and what is the significance of this spending in relation to project approvals?", + "a645b290-f97c-4947-9e1f-90ae5101ec59": "What was the total investment spending within Corporate for fiscal year 2023, and how does it compare to the previous two fiscal years?", + "9872ec04-b93e-47ac-a73a-84f87e6945e1": "How did the segment profit for the Pharmaceutical segment change from fiscal year 2021 to fiscal year 2023?", + "d7ee5bd5-41ae-4f71-aace-50499dea28c9": "What were the total additions to property and equipment for the Medical segment in fiscal year 2022?", + "97127aff-65d0-4ccc-847f-c7fcee6400e5": "In fiscal year 2023, what was the total operating earnings/(loss) reported, and how does it compare to the total operating earnings/(loss) in fiscal year 2022?", + "4f8846cc-183f-420b-acb4-12cc93bfb54b": "What was the depreciation and amortization expense for Corporate in fiscal year 2021?", + "4cf4092a-c9aa-4553-8d7d-dba677de20bd": "What was the total asset value reported for the Pharmaceutical segment as of June 30, 2023?", + "fb9577be-9ac1-4ba1-bddc-0162054af258": "How much share-based compensation expense was recorded for performance share units in fiscal 2023?", + "ac012200-fa20-4a35-8c7f-78808b43cbc5": "What is the weighted-average grant date fair value per share for restricted share units that were nonvested at June 30, 2023?", + "16ca947f-3bbe-40e4-8c98-735c02aca78b": "How many shares remain available for future grants under the Cardinal Health, Inc. 2021 Long-Term Incentive Plan as of June 30, 2023?", + "de02f83b-6cd9-4a5d-b92f-dd901b0726cb": "What cumulative pre-tax goodwill impairment charges were recorded for the Medical Unit during fiscal 2022?", + "f56c61ae-b4ce-42e0-83a0-551ef15e28ac": "What is the range of vested shares as a percentage of the target award amount for performance share units based on the document provided?", + "51948da1-e8a6-481d-b003-865c8d7bf1d7": "How many performance share units were nonvested at June 30, 2022, and what was their weighted-average grant date fair value per share?", + "656b440b-6af7-476f-b8d5-a408bcc20360": "What is the total number of performance share units that were granted in the fiscal year ending June 30, 2023?", + "52a2b931-0cc3-4a4e-b73f-6c0f297d6766": "What are the cash dividend equivalents associated with performance share units, and when are they payable?", + "5bae7c92-633d-41ed-9b49-9069863e8791": "How many performance share units were canceled and forfeited between June 30, 2021, and June 30, 2023?", + "0903bfaf-95e9-45cb-b525-4446360a2f46": "What is the total compensation cost related to nonvested performance share units not yet recognized for the year 2023, as reported in the financial statements?", + "17f5d467-d69b-4366-94bc-229ad7924d94": "How does the total expense for employee retirement savings plans in fiscal 2023 compare to the expenses in fiscal 2022 and 2021?", + "629d42e8-9cbd-4023-98be-16415a6e6c79": "What is the weighted-average period over which the performance share unit cost is expected to be recognized, according to the notes to the financial statements?", + "ad450562-5b13-4001-8f55-cdf22d1f6386": "What was the total fair value of shares vested during the year 2022?", + "5367b45f-2548-446a-b547-e07868edd543": "What features do the company-sponsored contributory retirement savings plans include under Section 401(k) of the Internal Revenue Code?", + "8c84ced8-db6e-46c5-bb9e-9c295f49873d": "What was the balance of accounts receivable at the end of Fiscal 2023 for Cardinal Health, Inc. and Subsidiaries?", + "5e1d6b92-28a8-4dc6-9e41-aa04f525af20": "How much was charged to costs and expenses for sales returns and allowances in Fiscal 2022?", + "6ca0c322-9be0-45f8-b873-c5630d9ff6d4": "What deductions were made from finance notes receivable in Fiscal 2021?", + "666b8b68-6e9f-409a-8e91-c73d475831a7": "In Fiscal 2023, what amount was included in the reserves related to service charges and customer pricing disputes?", + "34f03d63-219e-4505-844c-6575b3073538": "How did the balance of sales returns and allowances change from Fiscal 2021 to Fiscal 2023?", + "c03d6af3-f3e6-4084-9f61-bcde79089c1f": "Who is the Chief Executive Officer of Cardinal Health as of September 2022, and what was his position prior to that role?", + "f7d3b3d9-c252-4579-8269-8ed921a88f68": "What are the responsibilities of the Risk Oversight Committee concerning the Standards of Business Conduct for directors and executive officers?", + "cb3f6e8c-5660-404f-8cd4-66722b8d7f6b": "Which executive officer has served as Chief Financial Officer since February 2023, and what was his previous role before joining Cardinal Health?", + "b6300c8e-d97d-4a48-a902-9a86ac9202c0": "How does Cardinal Health ensure compliance with its Standards of Business Conduct, and where can the full text of these standards be found?", + "c1742ce6-cec8-4d27-8107-6dd50846fa4f": "What positions did Deborah L. Weitzman hold within Cardinal Health prior to becoming the Chief Executive Officer of the Pharmaceutical segment?", + "6882d0e5-333b-4333-a354-ead1992b53c6": "What sections of the Definitive Proxy Statement are referenced in relation to corporate governance in Cardinal Health's Fiscal 2023 Form 10-K?", + "b8f1e0d9-84ba-4677-850d-9aff664e6912": "Which specific item of Form 10-K does the information about share ownership get incorporated from the 2023 Proxy Statement?", + "0a52f45e-9ff5-44f6-b355-242358ae9088": "What regulatory framework governs the filing of the Definitive Proxy Statement mentioned in Cardinal Health's Fiscal 2023 Form 10-K?", + "65c3ee26-4c84-437a-8c41-65a35b07875a": "What is the purpose of the information incorporated by reference in Cardinal Health's Fiscal 2023 Form 10-K?", + "7ff0363e-0d33-4570-af1b-188cf4b5b28b": "In which document will the information related to the 2023 Annual Meeting of Shareholders be found according to Cardinal Health's Fiscal 2023 Form 10-K?", + "212692f7-c88b-46c3-9394-a5cc4adc5d70": "What financial statements are included in the \"Financial Statements\" section of the report for Cardinal Health, Inc. for the fiscal years ended June 30, 2023, 2022, and 2021?", + "e8a85276-1958-458e-9456-21a426ae2b48": "Which exhibit describes the Stock and Asset Purchase Agreement between Cardinal Health, Inc. and Medtronic plc, and when was it dated?", + "cad77f4f-ec9b-479c-9e25-22411bd031de": "What is the purpose of Schedule II included in the supplemental schedule of the report?", + "09a9a436-2c56-4b4e-aaba-9c16d79ec485": "How many fiscal years are covered in the Consolidated Statements of Earnings/(Loss) for Cardinal Health, Inc.?", + "8044c614-69aa-48dd-9cfa-6d7bd1ac6614": "What type of documents are incorporated by reference in the exhibit descriptions, and can you provide an example?", + "9b7e7682-fd2f-4988-b759-3985075b2891": "What is the due date for the 3.200% Notes referenced in Cardinal Health's Current Report on Form 8-K filed on February 22, 2013?", + "8709cdf2-e557-49b2-80d6-0dce9d847ea6": "Which Current Report on Form 8-K includes the Form of 4.500% Notes due 2044?", + "030f1163-b394-4c1f-a476-6d54e944be9c": "How many different forms of notes due in 2022 are mentioned in the document?", + "712b7409-b0f3-4193-b6b7-5c8d41d12bbc": "What is the interest rate for the notes due in 2025 as per Cardinal Health's filings?", + "c614210a-43a0-49da-84a4-73d781f633da": "Which exhibit number corresponds to the Form of 3.410% notes due 2027 in Cardinal Health's Current Report on Form 8-K filed on June 12, 2017?", + "14ae9738-459d-40de-9db8-ba241d011b2f": "What is the due date for the 4.368% notes mentioned in the document, and what is their interest rate?", + "cd5243eb-e79f-4f56-8e3b-13ab2275e081": "Which document contains the description of securities incorporated by reference in the provided context?", + "d8094266-2874-4091-9659-28cf377187c4": "What are the different forms of agreements related to the Cardinal Health, Inc. 2021 Long-Term Incentive Plan mentioned in the document?", + "95cf9ab7-63ad-4dff-9bf3-67d0994a769f": "What is the significance of the reference to the Securities and Exchange Commission in the context of Cardinal Health's long-term debt?", + "1cf352d1-0480-4c96-adb5-74d147f03a53": "How many amendments or forms related to the Cardinal Health, Inc. 2011 Long-Term Incentive Plan are listed in the document?", + "a3989a93-49fa-4177-b7e5-7f6a68f1937f": "What is the purpose of the Cardinal Health, Inc. 2011 Long-Term Incentive Plan as referenced in the document?", + "9c0a872a-2cc7-4d15-a7ac-afefd3f2c13c": "How many amendments have been made to the Amended Cardinal Health, Inc. 2011 Long-Term Incentive Plan according to the document?", + "94540252-e90d-4a0a-9c7a-b3f7ebbf9372": "What types of agreements are included under the Cardinal Health, Inc. 2011 Long-Term Incentive Plan as mentioned in the document?", + "2956051e-0974-437e-820a-66ce5f31a5c8": "In which fiscal year did Cardinal Health file the Annual Report that includes the Form of Nonqualified Stock Option Agreement under the Amended 2011 Long-Term Incentive Plan?", + "dd12ead3-07e6-4a9e-adf3-4ab7fe7dc51c": "What is the significance of the reference to Exhibit 10.2 in Cardinal Health's Current Report on Form 8-K filed on November 7, 2016?", + "74a297c2-b25e-4525-b6dd-c95062a94606": "What is the purpose of the Cardinal Health, Inc. 2011 Long-Term Incentive Plan as referenced in the document?", + "62f1190e-f7d6-442b-a86b-c6229a62f24c": "How many amendments have been made to the Cardinal Health, Inc. 2007 Nonemployee Directors Equity Incentive Plan according to the document?", + "3f2723a6-5ae4-4a16-870c-586a116d1537": "What is the effective date of the Cardinal Health Deferred Compensation Plan as mentioned in the document?", + "b09cda03-0977-40d7-acde-ea479b93daaf": "Which report contains the Form of Directors Restricted Share Units Agreement under the Amended Cardinal Health, Inc. 2011 Long-Term Incentive Plan?", + "1a888f56-f4f4-48f2-8118-7df1ffe11c50": "What type of plan is the Cardinal Health, Inc. Senior Executive Severance Plan, and where can it be found in the document?", + "b460cb7e-5b21-4aca-8d85-125f2e352d4b": "What is the effective date of the Aircraft Time Sharing Agreement between Cardinal Health, Inc. and Michael C. Kaufmann mentioned in the document?", + "809afc08-841d-485e-9151-fd60405e976d": "Which exhibit references the Policy Regarding Shareholder Approval of Severance Agreements for Cardinal Health, Inc.?", + "4ea87649-29c3-4213-ad17-cf77aa7ef466": "How many Confidentiality and Business Protection Agreements are listed in the document, and who are the parties involved?", + "3991ca05-22db-4d0e-af01-3d62ef623dec": "What is the significance of the letter agreements dated October 30, 2018, and March 9, 2020, in relation to Cardinal Health, Inc.?", + "ccaa8383-d041-4cee-9846-4497fe386a10": "What type of agreement is referenced in Exhibit 10.10, and who is the party involved in this agreement?", + "e83d55e3-fec7-4ecf-9620-152116f93c27": "What is the date of the Letter Agreement between Cardinal Health, Inc. and Aaron E. Alt mentioned in the document?", + "76f8661d-1445-4f6c-9529-4baad213f53c": "Which agreement is effective as of April 27, 2020, and who are the parties involved?", + "de9c9b85-945b-47af-bb10-1c30481037c6": "How many amendments to the Issuing and Paying Agency Agreement between Cardinal Health, Inc. and The Bank of New York are referenced in the document?", + "25ef1e63-1abc-43e9-8124-bd4c22c0adbf": "What is the significance of the Commercial Paper Dealer Agreement dated August 9, 2006, in relation to Cardinal Health, Inc.?", + "a0a7c9f9-f00b-4932-ba58-d9e04c76f943": "Which document incorporates the Form of Indemnification Agreement between Cardinal Health, Inc. and certain individual directors?", + "0d879ef0-859b-40bf-aeeb-90585aa1a422": "What is the effective date of the Commercial Paper Dealer Agreement between Cardinal Health, Inc. and J.P. Morgan Securities LLC?", + "62b503b6-387b-4616-84b9-1c23e4e4b1e9": "Which financial institution was involved in the first amendment to the Commercial Paper Dealer Agreement dated February 28, 2007?", + "f7665cfe-f75b-4721-8d7a-429b0e3286e2": "How many Commercial Paper Dealer Agreements are mentioned in the document between Cardinal Health, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated?", + "d16179ba-d31e-4235-a855-9583d24f672e": "What is the significance of the reference to \"File No. 1-11373\" in the context of the agreements listed in the document?", + "50b7474b-42e7-4601-b640-3cd0c81c0b76": "Which Commercial Paper Dealer Agreement was executed on August 9, 2006, and what was its relationship to Banc of America Securities LLC?", + "53e883d2-a906-4878-a47a-106282fcb640": "What is the date of the original Commercial Paper Dealer Agreement between Cardinal Health, Inc. and Goldman, Sachs & Co.?", + "34b0184f-a3eb-40ee-ae2b-ed5bead51c39": "Which financial institutions are involved in the Second Amended and Restated Five-Year Credit Agreement dated June 27, 2019?", + "47249943-2a83-4b0f-97c9-99258adbd27c": "What is the effective date of the Second Amendment to the Commercial Paper Dealer Agreement between Cardinal Health, Inc. and Goldman, Sachs & Co.?", + "fc95681d-69d3-4e82-a43c-3b57e967d608": "How many amendments to the Commercial Paper Dealer Agreement with SunTrust Robinson Humphrey, Inc. are mentioned in the document?", + "0c6447d5-2c02-4098-8256-0c4a1147985c": "What type of agreement is referenced in Exhibit 10.13.1, and who are the parties involved in that agreement?", + "42e21ec5-e0b7-4612-b554-e9267cdd2aa8": "What is the date of the Fourth Amended and Restated Receivables Purchase Agreement mentioned in the document?", + "8b9d3ab5-13df-40df-b89d-57192651b18d": "Who are the parties involved in the Fourth Amended and Restated Receivables Purchase Agreement dated November 1, 2013?", + "e4193ca6-8c9d-4bf1-a08c-b1a3ce000942": "How many amendments to the Fourth Amended and Restated Receivables Purchase Agreement are listed in the document?", + "34b00ac8-7ada-4d3e-81fb-b2f086bfc3ff": "What is the purpose of the Seventh Amended and Restated Performance Guaranty executed by Cardinal Health, Inc.?", + "08b98268-38a6-482b-bf43-9d1077e5fbd4": "Which financial institution is named as the Agent in the Fourth Amended and Restated Receivables Purchase Agreement?", + "1dd3094d-5134-4795-8bfc-78fc8aea56e8": "What is the date of Amendment No. 2 to the Seventh Amended and Restated Performance Guaranty referenced in Cardinal Health's documents?", + "86ce2ec7-44a4-4353-bd21-b47689a4dd84": "Which two entities are involved in the Tax Matters Agreement dated August 31, 2009, according to the document?", + "045e4119-6512-4d6b-ad65-f9a9f260544f": "What is the purpose of the Cooperation Agreement dated September 5, 2022, mentioned in the document?", + "585a2a70-2f3d-40c6-9988-116d18ed9a84": "Which section of the Sarbanes-Oxley Act of 2002 is referenced in the certifications provided by the Chief Executive Officer and Chief Financial Officer?", + "70755e3f-f3df-4a6f-a54e-3f4bfc028110": "What type of documents are included in the Inline XBRL section of Cardinal Health's Fiscal 2023 Form 10-K?", + "33aa9088-f544-43a1-80a7-9455ec40838d": "What type of document is represented by Exhibit 101 in the Cardinal Health Fiscal 2023 Form 10-K?", + "28018e1d-24dc-4eef-a1ff-bf67ff489847": "What does the 101.PRE exhibit refer to in the context of Inline XBRL Taxonomy Extension?", + "0d241510-037c-467f-a2b7-b7527de2a7d4": "What is included as Exhibit 104 in the Cardinal Health Fiscal 2023 Form 10-K?", + "15e1b73b-a6de-47e9-9987-7568f1168e6c": "What type of information is likely contained in the management contract or compensatory plan mentioned in the document?", + "b0753e0a-2e14-4f0b-bf35-afff99ea9543": "What fiscal year does the Cardinal Health Form 10-K pertain to?", + "08b34368-9dd3-4cfc-8704-93ad63c141b5": "What is the page number for the \"Risk Factors\" section in the Form 10-K Cross Reference Index for Cardinal Health's Fiscal 2023 report?", + "7694d419-873e-4dee-8c6f-bd406c08c1e6": "Which items in Part III of the Form 10-K are incorporated by reference to the 2023 Proxy Statement?", + "f606c890-c98e-40d0-9f05-95b53b591945": "What information is provided under Item 9A of the Form 10-K for Cardinal Health?", + "d33d23f5-746a-4907-93eb-05bc9cc17a1e": "In the Form 10-K Cross Reference Index, what does \"N/A\" signify for certain items listed?", + "79c72220-4477-4230-83ff-1ed095451782": "What is the purpose of the \"Form 10-K Summary\" section in the Cardinal Health Fiscal 2023 report, and what page number is it listed on?", + "5f06fcf6-7dc2-4510-af0a-3aa2d2dd688a": "Who is the Chief Executive Officer of Cardinal Health, Inc. as of August 15, 2023?", + "8c5aea2d-278d-4e12-9243-422081681aed": "What is the purpose of the signatures included in the document related to the Securities Exchange Act of 1934?", + "42c2e43c-b565-413f-87ab-1f77701da0df": "How many directors are listed in the document, and can you name at least three of them?", + "8cbfffa1-19e8-4444-ab74-b33f3b77afc0": "What is the title of Aaron E. Alt in Cardinal Health, Inc. as indicated in the document?", + "9a9df154-a2ca-4c08-b601-d1330ac60f81": "On what date was the report signed on behalf of Cardinal Health, Inc.?" + }, + "corpus": { + "4b57ee08-945b-4f03-9c2b-f6c8b3af7e1d": "UNITED STATES\n \nSECURITIES AND EXCHANGE COMMISSION\n \nWashington, D.C. 20549\n \n \nForm \n10-K\n \n \n\u2611\n\u2611\n ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934\n \nFor the fiscal year ended \nDecember 31, \n2023\n \nOR\n \n\u2610\n\u2610\n TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934\n \nFor the transition period from \n \n to\n \n \n \nCommission File Number: \n001-40620\n \n \nBUILDERS FIRSTSOURCE, INC.\n \n(Exact name of registrant as specified in its charter)\n \n \n \nDelaware\n \n52-2084569\n(State or other jurisdiction of\nincorporation or organization)\n \n(I.R.S. Employer\nIdentification No.)\n \n \n \n6031 Connection Drive\n, \nSuite 400\nIrving\n, \nTexas\n \n75039\n(Address of principal executive offices)\n \n(Zip Code)\nRegistrant\u2019s telephone number, including area code:\n \n(\n214\n) \n880-3500\n \nSecurities registered pursuant to Section 12(b) of the Act:\n \n \nTitle of Each Class\nTrading Symbol(s)\nName of Each Exchange on Which Registered\nCommon stock, par value $0.01 per share\nBLDR\nNew York Stock Exchange\nSecurities registered pursuant to Section 12(g) of the Act:\n \nNone\n \n \nIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. \nYes\n \n\u2611\n No \n\u2610\n \nIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes \n\u2610\n \nNo\n \n\u2611\n \nIndicate 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 of 1934 during the preceding 12\n \nmonths (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. \nYes\n \n\u2611\n No \n\u2610\n \nIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (\u00a7 232.405 of\n \nthis chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). \nYes\n \n\u2611\n No \n\u2610\n \nIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.\n \nSee the definitions of \u201clarge accelerated filer,\u201d \u201caccelerated filer,\u201d \u201csmaller reporting company,\u201d and \u201cemerging growth company\u201d in Rule 12b-2 of the Exchange Act.\n \n \nLarge accelerated filer\n \n\u2611\n \nAccelerated filer \n\u2610\n \nNon-accelerated filer \n\u2610\n \nSmaller reporting company \n\u2610\nEmerging growth company \n\u2610\n \n \n \nIf an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial\n \naccounting standards provided pursuant to Section 13(a) of the Exchange Act. \n\u2610\nIndicate by check mark whether the registrant has filed a report on and attestation to its management\u2019s assessment of the effectiveness of its internal control over financial reporting\n \nunder Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. \n\u2611\nIf securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction\n \nof an error to previously issued financial statements. \n\u2610\n \nIndicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant\u2019s\n \nexecutive officers during the relevant recovery period pursuant to \u00a7240.10D-1(b). \n\u2610\nIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).", + "37a0952f-29fa-4c00-b5c7-6a1ba5e3d1da": "7262(b)) by the registered public accounting firm that prepared or issued its audit report. \n\u2611\nIf securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction\n \nof an error to previously issued financial statements. \n\u2610\n \nIndicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant\u2019s\n \nexecutive officers during the relevant recovery period pursuant to \u00a7240.10D-1(b). \n\u2610\nIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes \n\u2610\n No \n\u2611\n \nThe aggregate market value of the registrant\u2019s common stock held by non-affiliates of the registrant as of June 30, 2023\n, was approximately $\n16.7\n billion based on the closing price\n \nper share on that date of $136.00 as reported on the New York Stock Exchange.\n \nThe number of shares of the registrant\u2019s common stock, par value $0.01, outstanding as of February 15, 2024, wa\ns \n121,940,068\n.\n \nDOCUMENTS INCORPORATED BY REFERENCE\n \nPortions of the registrant\u2019s definitive proxy statement for its annual meeting of stockholders to be held on \nJune 4, 2024\n, are incorporated by reference into Part II and Part III of\n \nthis Form 10-K.", + "01317e4b-e722-4e3e-a97b-397c50f66f36": "BUILDERS FIRSTSOURCE, INC.\n \nTable of Contents to Form 10-K\n \n \n \n \n \n \nPage\n \n \nPART I\n \nItem 1.\n \nBusiness\n \n3\nItem 1A.\n \nRisk Factors\n \n10\nItem 1B.\n \nUnresolved Staff Comments\n \n22\nItem 1C.\n \nCybersecurity\n \n22\nItem 2.\n \nProperties\n \n23\nItem 3.\n \nLegal Proceedings\n \n23\nItem 4.\n \nMine Safety Disclosures\n \n24\n \n \nPART II\n \n \nItem 5.\n \nMarket for Registrant\u2019s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities\n \n25\nItem 6.\n \nReserved\n \n26\nItem 7.\n \nManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\n \n27\nItem 7A.\n \nQuantitative and Qualitative Disclosures About Market Risk\n \n34\nItem 8.\n \nFinancial Statements and Supplementary Data\n \n35\nItem 9.\n \nChanges in and Disagreements with Accountants on Accounting and Financial Disclosure\n \n65\nItem 9A.\n \nControls and Procedures\n \n65\nItem 9B.\n \nOther Information\n \n66\nItem 9C.\n \nDisclosure Regarding Foreign Jurisdictions That Prevent Inspections\n \n \n66\n \n \nPART III\n \n \nItem 10.\n \nDirectors, Executive Officers and Corporate Governance\n \n67\nItem 11.\n \nExecutive Compensation\n \n67\nItem 12.\n \nSecurity Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters\n \n67\nItem 13.\n \nCertain Relationships and Related Transactions, and Director Independence\n \n68\nItem 14.\n \nPrincipal Accountant Fees and Services\n \n68\n \n \nPART IV\n \n \nItem 15.\n \nExhibits and Financial Statement Schedules\n \n69\nItem 16\n \nForm 10-K Summary\n \n71\n \n \n \n2", + "648f478c-b954-4bd2-882e-972c38cc9f05": "PART I\n I\ntem 1.\n Business\n \nCAUTIONARY STATEMENT\n \nStatements in this report and the schedules hereto that are not purely historical facts or that necessarily depend upon future events, including statements\n \nabout expected market share gains, forecasted financial performance or other statements about anticipations, beliefs, expectations, hopes, intentions or strategies for\n \nthe future, may be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Readers are cautioned not to\n \nplace undue reliance on forward-looking statements. In addition, oral statements made by our directors, officers and employees to the investor and analyst\n \ncommunities, media representatives and others, depending upon their nature, may also constitute forward-looking statements. All forward-looking statements are\n \nbased upon currently available information and the Company\u2019s current assumptions, expectations and projections about future events. Forward-looking statements\n \nare by nature inherently uncertain, and actual results or events may differ materially from the results or events described in the forward-looking statements as a result\n \nof many factors. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future\n \nevents or otherwise. Any forward-looking statements involve risks and uncertainties, many of which are beyond the Company\u2019s control or may be currently\n \nunknown to the Company, that could cause actual events or results to differ materially from the events or results described in the forward-looking statements,\n \nincluding risks or uncertainties related to the Company\u2019s acquisitions, the Company\u2019s growth strategies, including gaining market share and its digital strategies, or\n \nthe Company\u2019s revenues and operating results being highly dependent on, among other things, the homebuilding industry, lumber prices and macroeconomic trends,\n \nincluding interest rates and potential labor and supply shortages. The Company may not succeed in addressing these and other risks. Further information regarding\n \nthe risk factors that could affect our financial and other results are included as Item 1A of this annual report on Form 10-K and may also be described from time to time\n \nin the other reports the Company files with the Securities and Exchange Commission (\u201cSEC\u201d). Consequently, all forward-looking statements in this report are qualified\n \nby the factors, risks and uncertainties contained therein.\nOVERVIEW\n \nWe are a leading supplier and manufacturer of building materials, manufactured components and construction services to professional homebuilders, sub-\ncontractors, remodelers and consumers. The Company operates approximately 570 locations in 43 states across the United States (\u201cU.S.\u201d), which are internally\n \norganized into geographic operating divisions. Due to the similar economic characteristics, categories of products, distribution methods and customers, our operating\n \ndivisions are aggregated into one reportable segment.\n \nWe offer an integrated solution to our customers by providing manufacturing, supply and installation of a full range of structural and related building\n \nproducts. Our manufactured products include our factory-built roof and floor trusses, wall panels, vinyl windows, custom millwork and trim, as well as engineered\n \nwood that we design, cut, and assemble specifically for each home. We also assemble interior and exterior doors into pre-hung units. Additionally, we supply our\n \ncustomers with a broad offering of professional grade building products not manufactured by us, such as dimensional lumber and lumber sheet goods and various\n \nwindow, door and millwork lines along with other specialty building products. Our full range of construction-related services include professional installation, turn-\nkey framing and shell construction, spanning all of our product categories. Further, through our Paradigm subsidiary, we offer software solutions and services for the\n \nbuilding products industry.\n \nBuilders FirstSource, Inc. is a Delaware corporation formed in 1998 as BSL Holdings, Inc. On October 13, 1999, our name changed to Builders FirstSource, Inc.\n \nOur common stock trades on the New York Stock Exchange (\u201cNYSE\u201d) under the symbol \u201cBLDR\u201d.\n \nOUR INDUSTRY\n \nWe operate in the professional segment (\u201cPro Segment\u201d) of the U.S. residential building products supply market. Customers in the Pro Segment primarily\n \ninclude production and custom homebuilders, remodeling contractors, and multifamily builders. The industry remains highly fragmented with competition from large\n \nnational dealers, specialty dealers, large building supply retailers, regional and local material distributors and smaller privately owned suppliers, truss manufacturers\n \nand lumberyards. As such, the industry presents significant opportunities for growth and attractive acquisition opportunities.\n \nThe residential building products industry is driven by the level of activity in both the U.S. residential new construction market and the U.S. residential repair\n \nand remodeling market. Growth within these markets is linked to a number of key factors, including demographic trends, housing demand, interest rates, employment\n \nlevels, availability of credit, foreclosure rates, consumer confidence, the availability of qualified tradesmen, and the state of the economy in general.\n \n3", + "ca491b7f-d3c1-4fff-af77-7b969d5ba6f0": "The residential building products industry is characterized by several key trends, including greater utilization of manufactured components, an expanding role\n \nof the distributor in providing turn-key services and a consolidation of suppliers by homebuilders, as described in more detail below. Additionally, there is increasing\n \ninterest in using digital tools to help drive end-to-end efficiencies throughout the construction industry.\n \n\u2022\nPrefabricated components\n: Compared to conventional \u201cstick-build\u201d construction where builders cut and assemble lumber at the job site with their own labor,\n \nprefabricated components are engineered in an offsite location using specialized equipment and labor. This outsourced task allows for optimal material usage,\n \nlower overall labor costs and improved quality of structural elements. In addition, using prefabricated components typically results in faster construction\n \nbecause fabrication can be automated and performed more systematically. As such, we believe there is a long-term trend towards increased use of\n \nprefabricated components by homebuilders.\n \n\u2022\nTurn\n-\nkey services\n: Many homebuilders have taken a more limited role in the homebuilding process and have outsourced certain key elements of the\n \nconstruction process, including process management, product selection, order input, scheduling, framing and installation. As such, we believe that many\n \nhomebuilders are increasingly looking to suppliers in the Pro Segment to perform these critical functions, resulting in greater demand for integrated project\n \nservices.\n\u2022\nConsolidation of suppliers by homebuilders\n: We believe that homebuilders are increasingly looking to consolidate their supplier base. Many homebuilders\n \nare seeking a more strategic relationship with suppliers that are able to offer a broad range of products and services and, as a result, are allocating a greater\n \nshare of wallet to a select number of larger, full-service suppliers.\n \nAccording to the U.S. Census Bureau, the single-family residential construction market was an estimated $392.1 billion in 2023, which was 13.5% lower than\n \n2022. Further, according to the Home Improvement Research Institute (\u201cHIRI\u201d) in its September 2023 semi-annual forecast, the professional repair and remodel end\n \nmarket was an estimated $167.8 billion in 2023, which was 5.0% lower than 2022.\n \nOUR CUSTOMERS\n \nWe serve a broad customer base across the U.S. We have a diverse geographic footprint, as we have operations in 48 of the top 50 and 89 of the top 100 U.S.\n \nMetropolitan Statistical Areas (\u201cMSAs\u201d), as ranked by single family housing permits based on available 2023 U.S. Census data. Given the local nature of our\n \nbusiness, we have historically and will continue to locate our facilities in close proximity to our key customers and co-locate multiple operations in one facility to\n \nimprove efficiency.\n \nWe have a diversified customer base, ranging from large production builders to small custom homebuilders, as well as multifamily builders, repair and\n \nremodeling contractors and light commercial contractors. For the year ended December 31, 2023, our top 10 customers accounted for 14.7% of net sales, with our\n \nlargest customer accounting for 4.5% of net sales. Our top 10 customers are comprised primarily of the largest national production homebuilders, including publicly\n \ntraded companies such as D.R. Horton, Inc., Dream Finders Homes, Inc., Lennar Corporation, Pulte Homes, Inc., Taylor Morrison Home Corporation, and Toll\n \nBrothers Inc.\n \nIn addition to the largest production homebuilders, we also service and supply regional production and local custom homebuilders as well as repair and\n \nremodeling contractors and multifamily builders. These customers require high levels of service and a broad product offering. Our sales team expects to work very\n \nclosely with the designers on a day-to-day basis in order to ensure the appropriate products are identified, ordered or produced and delivered on time to the building\n \nsite. To account for these increased service costs, pricing in the industry is tied to the level of service provided and the volumes purchased. Servicing a broad range\n \nof homebuilders, including single-family and multifamily builders, and remodeling contractors allows us to more effectively manage market conditions that may have\n \nan outsized adverse impact on a specific customer segment.\n \nOUR PRODUCTS AND SERVICES\n \nWe group our building products and services into four product categories:\n \nLumber and Lumber Sheet Goods.\n Lumber and lumber sheet goods include dimensional lumber, plywood and oriented strand board (\u201cOSB\u201d) products used in\n \non-site house framing. The products in this category are highly sensitive to fluctuations in market prices for such commodities.\n \nManufactured Products.", + "229f5e14-4547-458b-86ca-955223422218": "Our sales team expects to work very\n \nclosely with the designers on a day-to-day basis in order to ensure the appropriate products are identified, ordered or produced and delivered on time to the building\n \nsite. To account for these increased service costs, pricing in the industry is tied to the level of service provided and the volumes purchased. Servicing a broad range\n \nof homebuilders, including single-family and multifamily builders, and remodeling contractors allows us to more effectively manage market conditions that may have\n \nan outsized adverse impact on a specific customer segment.\n \nOUR PRODUCTS AND SERVICES\n \nWe group our building products and services into four product categories:\n \nLumber and Lumber Sheet Goods.\n Lumber and lumber sheet goods include dimensional lumber, plywood and oriented strand board (\u201cOSB\u201d) products used in\n \non-site house framing. The products in this category are highly sensitive to fluctuations in market prices for such commodities.\n \nManufactured Products.\n Manufactured products are factory-built substitutes for job-site framing and include wood floor and roof trusses, wall panels, and\n \nengineered wood that we design, cut, and assemble for each home. Manufactured products also include our proprietary whole-house framing solution, Ready-\nFrame\n\u00ae\n, which designs, pre-cuts, labels, and bundles lumber into customized framing packages, saving builders both time and money and improving job-site safety.\n \nOur manufactured products allow builders to\n \n4", + "097d30c5-2b74-48c2-a8af-cefdfcf83231": "build higher quality homes more efficiently. Roof trusses, floor trusses, and wall panels are built in a factory-controlled environment. Engineered floors and beams are\n \ncut to the required size and packaged for the given application at many of our locations. Without manufactured products, builders construct these items on-site,\n \nwhere weather and variable labor quality can negatively impact construction cost, quality and installation time. In addition, engineered wood beams have greater\n \nstructural strength than conventional framing materials, allowing builders to frame houses with more open space creating a wider variety of house designs.\n \nEngineered wood floors and open-web floor trusses are also stronger and straighter than conventionally framed floors. While not as sensitive to commodity price\n \nfluctuations as lumber and lumber sheet goods, the products in this category are constructed using lumber and lumber sheet goods, and thus are somewhat sensitive\n \nto commodity price fluctuations.\nWindows, Doors and Millwork.\n Windows and doors are comprised of the manufacturing, assembly and distribution of windows, and the assembly and\n \ndistribution of interior and exterior door units. We manufacture a portion of the vinyl windows that we distribute in our plant in Houston, Texas which allows us to\n \nsupply builders, primarily in the Texas market, with cost-competitive products. Our pre-hung interior and exterior doors consist of a door slab with hinges and door\n \njambs attached, reducing on-site installation time and providing higher quality finished door units than those constructed on-site. These products typically require a\n \nhigh degree of product knowledge and training to sell. Millwork includes interior trim and custom features, including those that we manufacture under the Synboard \n\u00ae\n \nbrand name. Synboard is produced from extruded PVC and offers several advantages over traditional wood features, such as greater durability and no ongoing\n \nmaintenance, such as periodic caulking and painting.\nSpecialty Building Products and Services.\n Specialty building products and services consist of various products, including vinyl, composite and wood siding,\n \nexterior trim, metal studs, cement, roofing, insulation, wallboard, ceilings, cabinets and hardware. This category also includes services such as turn-key framing, shell\n \nconstruction, design assistance and professional installation of products spanning all of our product categories. We provide professional installation and turn-key\n \nservices as a solution for our homebuilder customers. Through our installation services program, we help homebuilders realize efficiencies through improved\n \nscheduling, resulting in reduced cycle time and better cost controls. By utilizing an energy efficiency software program, we also assist homebuilders in designing\n \nenergy efficient homes in order to meet increasingly stringent energy rating requirements. Upgrading to our premium windows, doors, and insulating products can\n \nreduce overall cost to the homebuilder by minimizing costs of the required heating/cooling system. We work closely with the homebuilder to select the appropriate\n \nmix of our products to meet current and forthcoming energy codes. We believe these services require scale, capital and sophistication that smaller competitors do not\n \npossess. We also offer software products through our Paradigm subsidiary, including drafting, estimating, quoting, and virtual home design services, which provide\n \nsoftware solutions to retailers, distributors, manufacturers and homebuilders that help them boost sales, reduce costs, and become more competitive. We believe that\n \nthe homebuilding and remodeling industries are increasingly adopting digital solutions and that we are well-positioned to take advantage of these trends because of\n \nour scale and continuous investments in digital technologies through our Paradigm business.\n \nWe compete in a highly competitive and fragmented marketplace. We believe our integrated approach and scale allow us to compete effectively through our\n \ncomprehensive product lines, prefabricated components and value-added services, combined with the knowledge of our integrated sales forces to enable our\n \nhomebuilder customers to complete construction more quickly, with higher quality and at a lower cost. While we expect these benefits to be particularly valuable to\n \nour customers in market environments characterized by labor shortages and sourcing challenges, we expect such benefits will also be increasingly valued and\n \ndemanded by our customers operating under normal market conditions.\nMANUFACTURING\n \nOur manufacturing facilities utilize industry leading technology, including automated robotic truss lines, and high-quality materials to improve product quality,\n \nincrease efficiency, reduce lead times and minimize production errors. We manufacture products within two of our product categories: manufactured products, and\n \nwindows, doors & millwork.\n \nManufactured Products \u2014 Trusses and Wall Panels.\n Truss and wall panel production has two steps \u2014 design and fabrication. Each house requires its own\n \nset of designed shop drawings, which vary by builder type \u2014 production versus custom builders. Production builders use prototype house plans as they replicate\n \nhouses. These house plans may be minimally modified to suit individual customer demand.", + "896a4bae-ccac-4ea5-bef1-60f5b7152ab6": "While we expect these benefits to be particularly valuable to\n \nour customers in market environments characterized by labor shortages and sourcing challenges, we expect such benefits will also be increasingly valued and\n \ndemanded by our customers operating under normal market conditions.\nMANUFACTURING\n \nOur manufacturing facilities utilize industry leading technology, including automated robotic truss lines, and high-quality materials to improve product quality,\n \nincrease efficiency, reduce lead times and minimize production errors. We manufacture products within two of our product categories: manufactured products, and\n \nwindows, doors & millwork.\n \nManufactured Products \u2014 Trusses and Wall Panels.\n Truss and wall panel production has two steps \u2014 design and fabrication. Each house requires its own\n \nset of designed shop drawings, which vary by builder type \u2014 production versus custom builders. Production builders use prototype house plans as they replicate\n \nhouses. These house plans may be minimally modified to suit individual customer demand. We maintain an electronic master file of trusses and wall panels for each\n \nbuilder\u2019s prototype houses. For custom builders, the components are designed individually for each house. We download the shop drawings from our design\n \ndepartment to computerized saws. We assemble the cut lumber to form roof trusses, floor trusses or wall panels, before shipping the finished components by house\n \nto the job site. In addition, we offer our Ready-Frame\n\u00ae \nframing system which uses specialty software to calculate project-specific lumber needs to provide pre-cut and\n \nlabeled packages delivered and ready to assemble on the jobsite.\n \nManufactured Products \u2014 Engineered Wood.\n As with trusses and wall panels, engineered wood components have design and fabrication steps. We design\n \nengineered wood floors using a master filing system similar to the truss and wall panel system. Engineered wood beams are designed to ensure the beam will be\n \nstructurally sound in the given application. After the design phase, a\n \n5", + "f245c8b6-a729-429a-a638-e7e6e64fca21": "printed layout is generated. We use this layout to cut the engineered wood to the required length and assemble all of the components into a house package. We\n \ndesign and fabricate engineered wood at many of our distribution locations.\n \nCustom Millwork.\n Our manufactured custom millwork consists primarily of interior and exterior pre-hung door systems, intricate interior and exterior\n \nmouldings, custom and premium windows, finish hardware, stair parts, mantels and columns units.\n \nWindows.\n We manufacture a full line of traditional vinyl windows at an approximately 200,000 square foot manufacturing facility located in Houston, Texas.\n \nThe process begins by purchasing vinyl lineal extrusions. We cut these extrusions to size and join them together to form the window frame and sash. We then\n \npurchase sheet glass and cut it to size. We combine two pieces of identically shaped glass with a sealing compound to create a glass unit with improved insulating\n \ncapability. We then insert the sealed glass unit and glaze it into the window frame and sash. The unit is completed when we install a balance to operate the window\n \nand add a lock to secure the window in a closed position.\n \nPre-hung Doors.\n We manufacture pre-hung interior and exterior doors at many of our locations. We insert door slabs and pre-cut door jambs into a door\n \nmachine, which bores holes into the doors for the door hardware and applies the jambs and hinges to the door slab. We then apply the casing that frames interior\n \ndoors at a separate station. Exterior doors do not have a casing, and instead may have sidelights applied to the sides of the door, a transom attached over the top of\n \nthe door unit and a door sill applied to the threshold.\n \nOUR STRATEGY\n \nBy pursuing the Company\u2019s clear strategic pillars as outlined below, we intend to build on our advantaged market position to create value for our\n \nshareholders by increasing profits and net cash flow generation, while making us a more valuable partner to our customers. The resulting cash flow should provide\n \nmeaningful opportunities for increased investment in organic and acquisitive growth that preserve our balance sheet strength, grow our return on invested capital\n \nand return capital to our shareholders.\n \nOrganic Growth of Value-add Products and Services\nMaximize our share of wallet by capturing above-market growth in our higher margin value-added products\n. We believe our national manufacturing\n \nfootprint and differentiated capabilities will allow us to capture growth in our higher margin value-added products, including trusses, wall panels and millwork. We\n \nbelieve our value-added products address the growing demand for ways to build homes more efficiently, addressing labor constraints and rising costs. We plan to\n \naccelerate this growth by further expanding our national manufacturing footprint to serve locations that do not currently have adequate access to these higher\n \nmargin products. By focusing on our differentiated platform and broad product mix, we are able to offer a complete array of products and services that would\n \notherwise need to be sourced from various distributors, providing us an opportunity to capture a greater share of wallet. This operational platform often will make us\n \na preferred distributor for large-scale national homebuilders as well as local and custom homebuilders looking for more efficient ways to build a home. We have also\n \nmade significant investments in digital solutions that we believe position us to take advantage of long-term digitization trends in the homebuilding and remodel\n \nindustries. We believe that customers continue to place an increased value on these capabilities, which further differentiates us from our competitors.\nLeverage our competitive strengths to capitalize on housing market share\n. \nWe intend to leverage our core business strengths including local market\n \npresence, national footprint, unmatched scale in manufacturing capability, breadth of product portfolio, and end market exposure to expand our sales and profit\n \nmargins. Our customers continue to emphasize the importance of local access, competitive pricing, a broad product portfolio, sales force knowledge, labor-saving\n \nmanufactured products, on-site services and overall \u201cease of use\u201d with their building products suppliers. Our comprehensive product offering, experienced sales\n \nforce, strong strategic vendor relationships, location coverage in important markets, and tenured senior management team position us well to capitalize on demand in\n \nthe new home construction market and the repair and remodel segment. Our large delivery fleet, professional drivers, well-positioned locations, and comprehensive\n \ninventory management enable us to provide \u201cjust-in-time\u201d product delivery, ensuring a smoother and faster production cycle for the homebuilder. Our\n \ncomprehensive network of products, services and facilities provides a strategically advantaged service model which enhances our value to our customers and\n \nprovides a strong platform to drive growth.", + "7e69ef52-e19e-44b2-9dd9-3bf25df8ecba": "Our customers continue to emphasize the importance of local access, competitive pricing, a broad product portfolio, sales force knowledge, labor-saving\n \nmanufactured products, on-site services and overall \u201cease of use\u201d with their building products suppliers. Our comprehensive product offering, experienced sales\n \nforce, strong strategic vendor relationships, location coverage in important markets, and tenured senior management team position us well to capitalize on demand in\n \nthe new home construction market and the repair and remodel segment. Our large delivery fleet, professional drivers, well-positioned locations, and comprehensive\n \ninventory management enable us to provide \u201cjust-in-time\u201d product delivery, ensuring a smoother and faster production cycle for the homebuilder. Our\n \ncomprehensive network of products, services and facilities provides a strategically advantaged service model which enhances our value to our customers and\n \nprovides a strong platform to drive growth. We have also expanded our operational footprint in the multifamily and light commercial markets to position us for further\n \ngrowth in these end markets.\n \nInvest in Innovation and Drive Operational Excellence\nOptimize our highly scalable cost structure with operational excellence initiatives\n.\n \nWe continue to focus on standardizing and automating processes and\n \ntechnology-based workflows to minimize costs, streamline our operations and enhance working capital efficiency. We are implementing operational excellence\n \ninitiatives that are designed to further improve efficiency, as well as customer service. These initiatives, including distribution and logistics, pricing and margin\n \nmanagement, back-office efficiencies, customer integration and systems-enabled process improvements, should yield significant cost savings. The scope and scale\n \nof our existing\n \n6", + "3abb393b-8744-466e-a31e-287489d8c142": "infrastructure, customer base, and logistical capabilities mean that improvements in efficiency, when replicated across our network, can yield substantial profit margin\n \nexpansion.\nContinue to Build our High-Performing Culture\nStrong emphasis on putting our people first\n. Our team members are a critical resource, and every single one makes a difference. Enhancing talent acquisition,\n \nemployee development and retention will ensure we continue to attract and retain this valuable component of our business. Our team members are the face of the\n \nCompany to our customers and the communities in which we operate. Their contributions in serving our customers are a fundamental component in our success. We\n \ncare about our team members and strive to have a strong environmental, health and safety program that drives world-class safety results and ensures our team\n \nmembers leave their workplace safely, every day. We have developed programs to help progress our people\u2019s careers, such as our all-encompassing learning\n \nplatform, 1-Team University, and we strive to maintain a performance-based culture.\n \nEnvironmental, social and governance strategy\n. We are also committed to making informed choices that improve our corporate governance, financial\n \nstrength, operational efficiency, environmental stewardship, community engagement and resource management. Consistent with our core values, our goal is to be\n \nrecognized by our customers as the preferred supplier, by our employees as a safe, diverse and inclusive workforce, by the industry as being at the forefront of\n \ninnovation, by our stakeholders as an ethical company and by the communities in which we serve as a good corporate citizen. We recognize that the environmental\n \nsustainability of our products is important to both us as a company and to our customers. We prioritize purchasing and supplying sustainable wood products led by\n \nthe Sustainable Forestry Initiative. Helping homebuilders become more productive, more efficient and safer is fundamental to what we do, and we are passionate\n \nabout building this future together.\nDisciplined Capital Allocation\n \nPursue strategic acquisitions\n. The highly fragmented nature of the Pro Segment of the U.S. residential new construction building products supply market\n \npresents substantial acquisition opportunities. Our long-term acquisition strategy is focused on pursuing potential acquisitions that present opportunities to add\n \nmanufacturing capabilities in a relatively short period of time, or that provide opportunities to advance our position in desirable geographies and enhance our market\n \nstrength in key products. We believe that our proven operating model can be successfully adapted to these markets and where homebuilders, many of whom we\n \ncurrently serve elsewhere, would value our broad product and service offering, professional expertise, and superior customer service. When entering a new market,\n \nour strategy is to acquire market-leading distributors and subsequently expand their product offerings or add manufacturing facilities while integrating their\n \noperations into our centralized platform. This strategy allows us to quickly achieve the scale required to maximize profitability and leverage existing customer\n \nrelationships in the local market. Our management has shown the capability to effectively and efficiently integrate newly-acquired businesses, increase productivity,\n \nand drive value. We have successfully integrated over 60 acquisitions since 1998, including the company-transforming BMC and ProBuild transactions.\nConsistent capital allocation priorities\n. In addition to our acquisition strategy, we continue to focus on disciplined capital allocation to drive value creation.\n \nWe actively monitor our working capital to align our needs with market demand signals and the size of our top-line. Additionally, our focus remains on maintaining a\n \nstrong balance sheet, with a low net leverage ratio, providing multiple paths for capital deployment, including returning excess capital to shareholders through\n \nopportunistic share repurchases at an attractive long-term cost basis.\n \nSALES AND MARKETING\n \nWe seek to attract and retain customers through exceptional customer service, leading product quality, broad product and service offerings, and competitive\n \npricing. This strategy is centered on building and maintaining strong customer relationships rather than traditional marketing and advertising. We strive to add value\n \nfor the homebuilders through shorter lead times, lower total project costs, faster project completion and higher quality. We believe by executing this strategy we will\n \ncontinue to generate new business.\n \nOur experienced, locally focused sales force is at the core of our sales effort. This sales effort involves deploying salespeople who are skilled in housing\n \nconstruction to meet with a homebuilder\u2019s construction superintendent, local purchasing agent, or local executive with the goal of becoming their primary product\n \nsupplier. If selected by the homebuilder, the salesperson and his or her team review blueprints for the contracted homes and advise the homebuilder in areas, such as\n \nopportunities for cost reduction, increased energy efficiencies, and regional aesthetic preferences. Next, the team determines the specific package of products that are\n \nneeded to complete the project and schedules a sequence of site deliveries.", + "79ef2fa6-aef5-4bd9-b5a2-69081cdd5d6b": "This strategy is centered on building and maintaining strong customer relationships rather than traditional marketing and advertising. We strive to add value\n \nfor the homebuilders through shorter lead times, lower total project costs, faster project completion and higher quality. We believe by executing this strategy we will\n \ncontinue to generate new business.\n \nOur experienced, locally focused sales force is at the core of our sales effort. This sales effort involves deploying salespeople who are skilled in housing\n \nconstruction to meet with a homebuilder\u2019s construction superintendent, local purchasing agent, or local executive with the goal of becoming their primary product\n \nsupplier. If selected by the homebuilder, the salesperson and his or her team review blueprints for the contracted homes and advise the homebuilder in areas, such as\n \nopportunities for cost reduction, increased energy efficiencies, and regional aesthetic preferences. Next, the team determines the specific package of products that are\n \nneeded to complete the project and schedules a sequence of site deliveries. Our large delivery fleet and comprehensive inventory management systems enable us to\n \nprovide \u201cjust-in-time\u201d product delivery, ensuring a smoother and faster production cycle for the homebuilder. Throughout the construction process, the salesperson\n \nmakes frequent site visits to ensure timely delivery and proper installation, and to make suggestions for efficiency improvements. We believe this level of service is\n \nhighly valued by our customers and generates significant customer loyalty. At December 31, 2023,\n \nwe employed approximately 2,500 sales representatives, who are\n \n7", + "3e9c0983-9e49-4233-9893-ecf9e1b81ee2": "generally paid a commission based on gross margin dollars collected and worked with approximately 2,700 sales coordinators and product specialists.\n \nMATERIALS AND SUPPLIER RELATIONSHIPS\n \nWe purchase inventory primarily for distribution, some of which is also utilized in our manufacturing plants. The key materials we purchase include\n \ndimensional lumber, OSB and plywood, engineered wood, windows, doors, millwork, and siding. Our largest suppliers are national companies such as Boise Cascade\n \nCompany, Weyerhaeuser Company, West Fraser Timber Co. Ltd., Specialty Building Products, James Hardie Industries plc, and Louisiana-Pacific Corp. We believe\n \nmarketplace supply allows us to competitively source most of our requirements without reliance on any particular supplier and that our diversity of suppliers affords\n \nus purchasing flexibility. Due to our centralized procurement platform for commodity wood products and corporate oversight of purchasing programs, we believe we\n \nare able to maximize the advantages of both our and our suppliers\u2019 broad geographic footprints and negotiate purchases across multiple markets to achieve more\n \nfavorable contracts with respect to price, terms of sale, and supply. Additionally, for certain customers, we institute purchasing programs on commodity wood\n \nproducts, such as OSB and lumber to align portions of our procurement costs with our customer pricing commitments. We balance our OSB and lumber purchases\n \nwith a mix of contract and spot market purchases to ensure consistent supply of product necessary to fulfill customer contracts, to source products at the lowest\n \npossible cost, and to minimize our exposure to the volatility of commodity lumber prices.\nWe currently source products from thousands of suppliers in order to reduce our dependence on any single company and to maximize purchasing leverage.\n \nWhile our largest single supplier only represented 8.3% of our total materials purchases for the year ended December 31, 2023, we believe we are one of the largest\n \ncustomers for many suppliers, and therefore have significant purchasing leverage. We have found that using multiple suppliers ensures a stable source of products\n \nand the best purchasing terms as the suppliers compete to gain and maintain our business.\n \nWe maintain strong relationships with our suppliers, and we believe opportunities exist to improve purchasing terms in the future, including inventory storage\n \nor \u201cjust-in-time\u201d delivery to reduce our inventory carrying costs. We will continue to pursue additional procurement cost savings which would further enhance our\n \nmargins and cash flow.\n \nCOMPETITION\n \nWe have and will continue to experience robust competition for homebuilder business due to the highly fragmented nature of the Pro Segment and the\n \nrelatively low costs of entry into the market. We face competition from other large national dealers that focus on the Pro Segment, including U.S. LBM, 84 Lumber and\n \nCarter Lumber; specialty dealers, such as roofing building supply companies; regional and local building supplies dealers; single and multi-site lumber yards; framing\n \ncontractors; component manufacturers, including Universal Forest Products and Stark Truss; and millwork operators, such as American Cedar and Millwork, and\n \nWestern Pacific. We believe that we have competitive advantages over our competitors due to our long-standing customer relationships, local market knowledge,\n \ncompetitive pricing, superior service, broad product offering and large-scale procurement capabilities. We cultivate long-term relationships with professional builders\n \nand work to retain our customers by delivering a full range of high-quality products on time, and offering trade credit, competitive pricing and integrated service and\n \nproduct packages, such as turn-key framing and shell construction, as well as manufactured components and installation. We believe that our local market\n \nknowledge, strong customer relationships, superior service, and operational efficiencies allow us to cost-effectively supply our customers, which both enhances\n \nprofitability and reduces the risk of losing customers to competitors.\n \nHUMAN CAPITAL\n \nAt December 31, 2023, we had approximately 29,000 employees. Less than 1% of employees are covered by collective bargaining agreements, and we believe\n \nwe have generally good relations with these labor unions. Employee levels are managed to align with the pace of business and management believes it has sufficient\n \nhuman capital to operate its business successfully.\n \nOur people are the key to our success, and our continued focus on delivering exceptional customer service and innovative solutions. In managing our human\n \ncapital, our goal is to ensure team member safety, growth and development in an inclusive and team-based environment. By participating in regular surveys and focus\n \ngroups, we place a strong emphasis on enhancing and increasing the retention and engagement level of our team members. Key areas of the Company\u2019s human\n \ncapital focus include the following:\n8", + "5b815706-dc2f-4663-b7fb-126573c7bc41": "Workplace Health and Safety\nWe care about our team members and anyone who enters our workplace. We strive to have a strong environmental, health and safety program that focuses on\n \nimplementing policies and training programs. We also perform self-audits to ensure our team members leave their workplace safely, every day. Over the past several\n \nyears, we have developed and implemented programs designed to promote workplace safety, with the goal of reducing the frequency and severity of employee\n \ninjuries. We review and monitor our performance closely by updating our executive team monthly on progress.\nDuring 2023, our experience and continuing focus on workplace safety enabled us to preserve business continuity without sacrificing our commitment to\n \nkeeping our team members and workplace visitors safe.\nThe Company also aspires to reduce its lost time and recordable injuries each year. In 2023, we reduced our Total Recordable Incident Rate for the eighth\n \nconsecutive year and by 32% over the prior year.\nWe also broadly provide accessible safety training to our employees in a number of formats to accommodate the learner\u2019s style, pace, location, and access to\n \ntechnology.\n \nRespectful and Inclusive Culture\nOur team members are the face of the Company to our customers and the communities in which we operate. Their contributions in serving our customers are a\n \nfundamental component in our success, and every single team member makes a difference.\nOur Company strives to foster a culture that encourages collaboration, flexibility and fairness to enable all team members to contribute to their full potential.\n \nWe are committed to enhancing our efforts to promote a respectful and inclusive environment across all aspects of our organization, including hiring, promotion and\n \ndevelopmental opportunities. To further these efforts, we conduct both in-person and online training through our online learning management system. We continue\n \nto create greater awareness, eliminate unconscious bias and foster more open and honest communication through our Corporate Inclusion Council.\nThe Company\u2019s employee survey to assess and improve our efforts finds that the majority of employees feel welcome, safe and included, treated fairly with\n \nopportunities to reach full potential, supported professionally, emotionally and socially and are comfortable sharing experiences and opinions, and valued as a team\n \nmember. We\u2019ve identified four key priorities through our surveys: enhance awareness, broaden workforce representation, improve communication, and increase\n \ninclusion and engagement. With these priorities in mind, we host quarterly town halls and engage in regular Company-wide communications, offer leadership\n \ndevelopment opportunities and sales trainings, and continue to establish regional and local employee resource groups.\n \nLearning and Development\nIn order to attract and retain top talent, we provide several resources in a variety of formats that promote the ongoing learning and development of our team\n \nmembers. We offer leadership development training for new and existing leaders in topics such as: Effective Communication, Conducting Performance Management,\n \nDeveloping Successful and Productive Teams, Conflict Resolution and Management, Providing Exceptional Customer Service, Hiring for Fit and Building a Diverse\n \nand Inclusive Team. We have maintained our commitment to learning and development through our online learning management system and limited on-site courses\n \nfacilitated in a safe setting by our training and development team. Our online course catalog offers approximately 15,000 courses which are available to all team\n \nmembers.\n \nINFORMATION TECHNOLOGY SYSTEMS\n \nOur operations are dependent upon our information technology systems, which encompass all of our major business functions. Our primary enterprise\n \nresource planning (\u201cERP\u201d) systems, which we currently use for operations representing the majority of our sales, are proprietary systems that have been highly\n \ncustomized by our computer programmers. The materials required for thousands of standard builder plans are stored by the system for rapid quoting or order entry.\n \nHundreds of price lists are maintained on hundreds of thousands of SKUs, facilitating rapid price changes in a changing product cost environment. A customer\u2019s\n \norder can be tracked at each stage of the process and billing can be customized to reduce a customer\u2019s administrative costs and payment speed.\n \nWe have a customized financial reporting system that consolidates financial, sales and workforce data from our ERP systems and our human resource\n \ninformation system (\u201cHRIS\u201d), delivering standardized enterprise key performance indicators. This technology platform provides management with robust corporate\n \nand location level performance management by leveraging standardized metrics and analytics allowing us to plan, track and report performance and compensation\n \nmeasures.\n \n9", + "d67a6daf-dd8c-435b-b3c2-51a106313883": "We have developed a proprietary program for use in our component plants. This software reviews product designs for errors, schedules the plants and\n \nprovides the data used to measure plant efficiency. In addition, we have purchased several software products that have been integrated with our primary ERP system.\n \nThese programs assist in various aspects of our business, such as analyzing blueprints, generating material lists, purchasing lumber products at the lowest cost,\n \ndelivery management, resource planning and scheduling, and financial planning and analysis.\n \n In 2022, we announced the decision to move the Company to a new ERP system. The program began in 2023, with detailed planning and design efforts. We\n \nexpect the program to require continued design, build and testing followed by several years of deployment across our broad network of operating sites. As part of\n \nthis program, we intend to utilize technology-enabled opportunities to enhance our operating model and transform our business creating further value for all our\n \nstakeholders.\nSEASONALITY AND OTHER FACTORS\n \nOur first and fourth quarters have historically been, and are generally expected to continue to be, adversely affected by weather causing reduced construction\n \nactivity during these quarters. Quarterly results historically have reflected, and are expected to continue to reflect, fluctuations from period to period arising from the\n \nfollowing:\n \n\u2022\nThe volatility of lumber prices;\n \n\u2022\nThe cyclical nature of the homebuilding industry;\n \n\u2022\nGeneral economic conditions in the markets in which we compete;\n \n\u2022\nThe pricing policies of our competitors;\n \n\u2022\nDisruptions in our supply chain;\n\u2022\nThe production schedules of our customers; and\n \n\u2022\nThe effects of weather.\n \nThe composition and level of working capital typically change during periods of increasing sales as we carry more inventory and receivables. Working capital\n \nlevels typically increase in the first and second quarters of the year due to higher sales during the peak residential construction season. These increases may result in\n \nnegative operating cash flows during this peak season, which historically have been financed through available cash and borrowing availability under credit facilities.\n \nGenerally, collection of receivables and reduction in inventory levels following the peak building and construction season positively impact cash flow.\n \nAVAILABLE INFORMATION\n \nWe are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith, we file reports, proxy and\n \ninformation statements and other information with the SEC. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy and\n \ninformation statements and other information and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of\n \n1934 are available through the investor relations section of our website under the links to \u201cFinancials.\u201d Our website is www.bldr.com. Reports are available on our\n \nwebsite free of charge as soon as reasonably practicable after we electronically file them with, or furnish them to, the SEC. In addition, our officers and directors file\n \nwith the SEC initial statements of beneficial ownership and statements of change in beneficial ownership of our securities, which are also available on our website at\n \nthe same location. We are not including this or any other information on our website as a part of, nor incorporating it by reference into, this Form 10-K or any of our\n \nother SEC filings.\n \nIn addition to our website, the SEC maintains an Internet site that contains our reports, proxy and information statements, and other information that we\n \nelectronically file with, or furnish to, the SEC at www.sec.gov.\n \nItem 1A.\n Ris\nk Factors\n \nRisks associated with our business, any investment in our securities, and with achieving the forward-looking statements contained in this report or in our\n \nnews releases, websites, public filings, investor and analyst conferences or elsewhere, include the risk factors described below. Additional risks and uncertainties not\n \npresently known to us or that we currently deem immaterial may also impair our business operations. Any of these risks, whether known or unknown, could cause our\n \nactual results to differ materially from expectations and could have a material adverse effect on our business, financial condition or results of operations, and we may\n \nnot succeed in addressing these challenges and risks. You should read these Risk Factors in conjunction with \u201cManagement\u2019s\n \n10", + "2273081c-4a4a-4f98-bfe0-f9fef6bca508": "Discussion and Analysis of Financial Condition and Results of Operations\u201d in Item 7 and our consolidated financial statements and related notes in Item 8.\nIndustry Risks\nThe industry in which we operate is dependent upon the residential homebuilding industry, as well as the U.S. economy, the credit markets and other important\n \nfactors.\n \nThe building products industry is highly dependent on new home and multifamily construction as well as repair and remodel, which in turn are dependent\n \nupon a number of factors, including interest rates, consumer confidence, employment rates, foreclosure rates, housing inventory levels and occupancy, housing\n \ndemand and the health of the U.S. economy and mortgage markets. Unfavorable changes in demographics, credit markets, including rising mortgage and other\n \ninterest rates, consumer confidence, household incomes, inflation, housing affordability, or housing inventory levels and occupancy, or a weakening of the U.S.\n \neconomy or of any regional or local economy in which we operate could adversely affect consumer spending, result in decreased demand for our products, and\n \nadversely affect our business. Production of new homes and multifamily buildings may also decline because of shortages of qualified tradesmen, reliance on\n \ninadequately capitalized builders and sub-contractors, shortages of suitable building lots and material, and lack of financing or more expensive financing available to\n \nhomebuilders. In addition, the building industry is subject to various local, state, and federal statutes, ordinances, and regulations concerning zoning, building\n \ndesign and safety, construction, energy and water conservation and similar matters, including regulations that impose restrictive zoning and density requirements in\n \norder to limit the number of homes that can be built within the boundaries of a particular area or in order to maintain certain areas as primarily or exclusively\n \nresidential. Regulatory restrictions may increase our operating expenses and limit the availability of suitable building lots for our customers, which could negatively\n \naffect our sales and earnings. Because we have substantial fixed costs, relatively modest declines in our customers\u2019 production levels could have a significant\n \nadverse effect on our financial condition, operating results and cash flows.\n \nThe building supply industry is subject to cyclical market pressures.\n \nPrices of building products are subject to fluctuations arising from changes in supply and demand, national and international economic conditions, including\n \ninflation and interest rates, labor costs, competition, market speculation, government regulation, and trade policies, as well as from periodic delays in the delivery of\n \nlumber and other products. The prices of wood products directly affect our sales and earnings. In particular, low prices for wood products over a sustained period\n \ncan adversely affect our financial condition, operating results and cash flows, as can excessive spikes in prices. If lumber or structural panel prices were to\n \nsignificantly decline from current levels, our sales and profits would be negatively affected as compared to 2023 operating results. Our lumber and lumber sheet\n \ngoods product category represented 24.1% of total net sales for the year ended December 31, 2023. We have limited ability to manage the timing and amount of\n \npricing changes for building products. In addition, the supply of building products fluctuates based on available manufacturing capacity. A shortage of capacity or\n \nexcess capacity in the industry can result in significant increases or declines in prices for those building products, often within a short period of time. Such price\n \nfluctuations can adversely affect our financial condition, operating results and cash flows.\n \nIn addition, the building products industry is cyclical in nature. An economic downturn in the homebuilding industry could have an adverse effect on our\n \noperating results, financial condition or cash flows. We are not able to predict the timing, severity or duration of any future downturns in the housing market.\n \nOur industry is highly fragmented and competitive, and increased competitive pressure may adversely affect our results.\n \nThe building products supply industry is highly fragmented and competitive. We face, and will continue to face, significant competition from local, regional\n \nand other national building materials chains, as well as from privately-owned single site enterprises and new entrants into the market, due to the relatively low barrier\n \nto, and cost of, entry. Any of these competitors may (1) foresee the course of market development more accurately than we do, (2) develop products that are superior\n \nto our products, (3) have the ability to produce or supply similar products at a lower cost, (4) develop stronger relationships with local homebuilders or commercial\n \nbuilders or (5) adapt more quickly to new technologies or evolving customer requirements than we do. As a result, we may not be able to compete successfully with\n \nthem.", + "6cf71935-9d52-4fe5-be2d-223c26afe0bd": "Our industry is highly fragmented and competitive, and increased competitive pressure may adversely affect our results.\n \nThe building products supply industry is highly fragmented and competitive. We face, and will continue to face, significant competition from local, regional\n \nand other national building materials chains, as well as from privately-owned single site enterprises and new entrants into the market, due to the relatively low barrier\n \nto, and cost of, entry. Any of these competitors may (1) foresee the course of market development more accurately than we do, (2) develop products that are superior\n \nto our products, (3) have the ability to produce or supply similar products at a lower cost, (4) develop stronger relationships with local homebuilders or commercial\n \nbuilders or (5) adapt more quickly to new technologies or evolving customer requirements than we do. As a result, we may not be able to compete successfully with\n \nthem. In addition, home center retailers, which have historically concentrated their sales efforts on retail consumers and small contractors, have intensified their\n \nmarketing efforts, including expanding e-commerce offerings, to professional homebuilders in recent years and may continue to intensify these efforts in the future.\n \nFurthermore, certain product manufacturers sell and distribute their products directly to production homebuilders or commercial builders, and the volume of such\n \ndirect sales could increase in the future. Additionally, manufacturers of products distributed by us may elect to sell and distribute directly to homebuilders or\n \ncommercial builders in the future or enter into exclusive supplier arrangements with other distributors. Consolidation of production homebuilders or commercial\n \nbuilders may result in increased competition for their business. Finally, we may not be able\n \n11", + "e609ad5b-322d-4c74-baf0-1c1de20aff73": "to maintain our operating costs or product prices at a level sufficiently low for us to compete effectively. If we are unable to compete effectively, our financial\n \ncondition, operating results and cash flows may be adversely affected.\n \nHomebuyer demand may shift towards smaller homes creating fluctuations in demand for our products.\nHome affordability can be a key driver in demand for our products and home prices have increased meaningfully over the past several years. Home\n \naffordability is influenced by a number of economic factors, such as the level of employment, consumer confidence, consumer income, supply of houses, the\n \navailability of financing and interest rates. Changes in the inventory of available homes as well as economic factors relative to home prices may result in homes\n \nbecoming less affordable. Furthermore, consumer preferences could shift to smaller or larger homes in the future. This could cause homebuyer demand to soften or\n \nshift substantially which could have an adverse impact on our financial condition, operating results and cash flows if we are unable to respond to the new market\n \ndemands effectively.\nA range of factors may make our quarterly revenues, earnings and cash flows variable.\nWe have historically experienced, and in the future will continue to experience, variability in revenues, earnings and cash flows on a quarterly basis. The\n \nfactors expected to contribute to this variability include, among others: (1) the volatility of prices of lumber, wood products and other building products, (2) the\n \ncyclical nature of the homebuilding industry, (3) general economic conditions in the various areas that we serve, (4) the intense competition in the industry, including\n \nexpansion and growth strategies by competitors, (5) the production schedules of our customers and suppliers, (6) the effects of the weather and (7) labor costs, labor\n \nshortages and available capacity to meet customer demand for our products. These factors, among others, make it difficult to project our operating results and cash\n \nflows on a consistent basis, which may affect the price of our stock.\nOperational and Strategic Risks\nWe may be unable to successfully implement our growth strategy, which includes increasing sales of our prefabricated components and other value-added\n \nproducts, pursuing strategic acquisitions, opening new facilities, implementing operational excellence, pursuing digitization opportunities and initiatives, and\n \nmaintaining a balanced debt level.\nOur long-term strategy depends in part on growing our sales of prefabricated components and other value-added products, increasing our market share, and\n \nimplementing various initiatives to increase our operational efficiency, improve our margins, optimize our pricing strategies, and streamline the customer experience. If\n \nany of these initiatives are not successful, or require extensive investment, our growth may be limited, and we may be unable to achieve or maintain expected levels of\n \ngrowth and profitability.\n \nOur long-term business plan also provides for continued growth through strategic acquisitions and organic growth through the construction of new facilities\n \nor the expansion of existing facilities. Failure to identify and acquire suitable acquisition candidates on appropriate terms could have a material adverse effect on our\n \ngrowth strategy. Moreover, our liquidity position, or the requirements of our debt instruments could prevent us from obtaining the capital required to effect new\n \nacquisitions or expand our existing facilities. Our failure to make successful acquisitions or to build or expand needed facilities, including manufacturing facilities,\n \nproduce saleable product, or meet customer demand in a timely manner could adversely affect our financial condition, operating results, and cash flows. A negative\n \nimpact on our financial condition, operating results and cash flows, or our decision to invest in strategic acquisitions or new facilities, could adversely affect our\n \nability to maintain a balanced debt level.\nFurthermore, we have made significant investments, and intend to continue to invest, in technology solutions designed to increase the efficiency of the\n \nhomebuilding process. There is no guarantee that such solutions will be effective, will be adopted by our customers, will be able to compete with alternative\n \ntechnology solutions, including from start-up and more well established technology companies or our competitors, or that we will realize the anticipated benefits from\n \nour investments in these solutions. As a result, we may suffer losses on these investments or lose market share if competing technology solutions are more widely\n \nadopted than the technology solutions we are developing.\nWe have consummated a number of strategic acquisitions as part of our growth strategy and intend to continue to pursue strategic acquisitions in the future as\n \npart of our growth strategy. Strategic acquisitions involve risks and if we are unable to realize the anticipated benefits of these transactions or identify suitable\n \nacquisition candidates in the future, our growth, financial condition and results of operations could be materially and adversely affected.", + "b596537c-252d-46ed-ac64-a9d76b4d13e4": "There is no guarantee that such solutions will be effective, will be adopted by our customers, will be able to compete with alternative\n \ntechnology solutions, including from start-up and more well established technology companies or our competitors, or that we will realize the anticipated benefits from\n \nour investments in these solutions. As a result, we may suffer losses on these investments or lose market share if competing technology solutions are more widely\n \nadopted than the technology solutions we are developing.\nWe have consummated a number of strategic acquisitions as part of our growth strategy and intend to continue to pursue strategic acquisitions in the future as\n \npart of our growth strategy. Strategic acquisitions involve risks and if we are unable to realize the anticipated benefits of these transactions or identify suitable\n \nacquisition candidates in the future, our growth, financial condition and results of operations could be materially and adversely affected.\nStrategic acquisitions are an important part of our growth strategy and we seek to identify attractive acquisition opportunities that we believe will be accretive\n \nand result in increased sales and EBITDA, cost savings, synergies and various other benefits. Assessing the viability and realizing the benefits of these transactions\n \nis subject to significant uncertainty. Additionally, in connection\n \n12", + "73319b95-8506-40ab-a6df-7056d58cb21e": "with evaluating potential strategic transactions, we may incur significant expenses for the evaluation and due diligence investigation and negotiation of any potential\n \ntransaction. Furthermore, multiples for acquisition targets have generally increased over the past few years and we face increased competition from other acquirors\n \nfor attractive acquisition opportunities. As a result, we may not be able to consummate acquisitions on favorable terms, if at all. We may also not be able to obtain\n \nnecessary approvals, including regulatory or shareholder approvals, to consummate acquisitions. An inability to continue to identify and consummate attractive\n \nacquisitions could adversely affect our growth.\n \nIf we complete an acquisition, we need to successfully integrate the target company\u2019s products, services, associates and systems into our business\n \noperations in order to realize the anticipated benefits from an acquisition. Integration can be a complex and time-consuming process, and if the integration is not fully\n \nsuccessful or is delayed for a material period of time, we may not achieve the anticipated synergies or benefits of the acquisition. Although we have been successful\n \nin the past with the integration of numerous acquisitions, we may not be able to successfully integrate the operations of any future acquired businesses with our own\n \nin an efficient and cost-effective manner or without significant disruption to our or the acquired companies\u2019 existing operations. Furthermore, even if a target\n \ncompany is successfully integrated, an acquisition may fail to further our business strategy as anticipated, expose us to increased competition or challenges with\n \nrespect to our products or services, and expose us to additional liabilities. Any impairment of goodwill or other intangible assets acquired in a strategic transaction\n \nmay reduce our earnings. Moreover, acquisitions involve significant risks and uncertainties, including uncertainties as to the future financial performance of the\n \nacquired business, the achievement of expected synergies, difficulties integrating acquired personnel and corporate cultures into our business, the potential loss of\n \nkey employees, customers or suppliers, difficulties in integrating different computer and accounting systems, exposure to unforeseen liabilities of acquired companies\n \nand the diversion of management attention and resources from existing operations. We may be unable to successfully complete potential acquisitions due to multiple\n \nfactors, such as issues related to regulatory review of the proposed transactions. We may also be required to incur additional debt or issue additional shares of our\n \ncommon stock in order to consummate acquisitions in the future. Potential new debt may be substantial and may limit our flexibility in using our cash flow from\n \noperations. The issuance of new shares of our common stock could dilute the equity value of our existing stockholders. Our failure to fully integrate future acquired\n \nbusinesses effectively or to manage other consequences of our acquisitions, including increased indebtedness, could prevent us from remaining competitive and,\n \nultimately, could adversely affect our financial condition, operating results and cash flows.\nWe are subject to competitive pricing pressure from our customers.\n \nProduction homebuilders and multifamily builders historically have exerted and will continue to exert significant pressure on their outside suppliers, including\n \non us, to keep prices low because of their market share and their ability to leverage such market share in the highly fragmented building products supply industry.\n \nGiven this pricing pressure, we may not be able to pass along price increases for lumber, wood products, other building products, or related labor costs to our\n \ncustomers, which could impact our margins. In addition, continued consolidation among production homebuilders or multifamily and commercial builders, or\n \nchanges in such builders\u2019 purchasing policies or payment practices, could result in additional pricing pressure, and our financial condition, operating results and\n \ncash flows may be adversely affected.\n \nFurthermore, in periods of economic downturn these pricing pressures tend to increase. As a result, we may face heightened pricing pressures in the event of\n \nan economic downturn, and our financial condition, operating results and cash flows may be adversely affected.\nThe loss of any of our significant customers or a reduction in the quantity of products they purchase could affect our financial health.\n \nOur ten largest customers generated 14.7% of our net sales for the year ended December 31, 2023. We cannot guarantee that we will maintain or improve our\n \nrelationships with these customers or that we will supply these customers at historical levels. Moreover, in the event of any downturn, some of our homebuilder\n \ncustomers may exit or severely curtail building activity in certain of our markets.\nIn addition, production homebuilders, multifamily builders and other customers may: (1) seek to purchase some of the products that we currently sell directly\n \nfrom manufacturers, (2) elect to establish their own building products manufacturing and distribution facilities or (3) give advantages to manufacturing or distribution\n \nintermediaries in which they have an economic stake. Continued consolidation among production homebuilders could also result in a loss of some of our present\n \ncustomers to our competitors.", + "bb9c3003-3e58-4b2c-931b-42ba1561bc3a": "Our ten largest customers generated 14.7% of our net sales for the year ended December 31, 2023. We cannot guarantee that we will maintain or improve our\n \nrelationships with these customers or that we will supply these customers at historical levels. Moreover, in the event of any downturn, some of our homebuilder\n \ncustomers may exit or severely curtail building activity in certain of our markets.\nIn addition, production homebuilders, multifamily builders and other customers may: (1) seek to purchase some of the products that we currently sell directly\n \nfrom manufacturers, (2) elect to establish their own building products manufacturing and distribution facilities or (3) give advantages to manufacturing or distribution\n \nintermediaries in which they have an economic stake. Continued consolidation among production homebuilders could also result in a loss of some of our present\n \ncustomers to our competitors. The loss of one or more of our significant customers or deterioration in our relations with any of them could significantly affect our\n \nfinancial condition, operating results and cash flows. Furthermore, our customers are not required to purchase any minimum amount of products from us. The\n \ncontracts into which we have entered with most of our professional customers typically provide that we supply particular products or services for a certain period of\n \ntime when and if ordered by the customer. Should our customers purchase our products in significantly lower quantities than they have in the past, such decreased\n \npurchases could have a material adverse effect on our financial condition, operating results and cash flows.\n13", + "e05f5682-f027-40f4-bb52-3da64b3cdb1a": "Product shortages, loss of key suppliers, and our dependence on third-party suppliers and manufacturers could affect our financial health.\nOur ability to offer a wide variety of products to our customers is dependent upon our ability to obtain adequate product supply from manufacturers and other\n \nsuppliers. Historically, our products were obtainable from various sources and in sufficient quantities. While the COVID-19 pandemic caused significant disruptions\n \nand delays in the manufacture and distribution of building products throughout the industry supply chain, we have seen a return to pre-pandemic levels in many\n \nareas. That said, the loss of, or an ongoing substantial decrease in the availability of products from our suppliers or the loss of key supplier arrangements could\n \nadversely impact our financial condition, operating results, and cash flows.\n \nAlthough in many instances we have agreements with our suppliers, these agreements are generally terminable by either party on limited notice. Failure by our\n \nsuppliers to continue to supply us with products on commercially reasonable terms, or at all, could put pressure on our operating margins or have a material adverse\n \neffect on our financial condition, operating results and cash flows. Short-term changes in the cost of these materials, some of which are subject to significant\n \nfluctuations, are oftentimes, but not always, passed on to our customers. Our delayed ability to pass on material price increases to our customers could adversely\n \nimpact our financial condition, operating results and cash flows.\nFurthermore, the inability of our suppliers to meet our supply needs in a timely manner or our quality standards could cause delays to delivery date\n \nrequirements of our customers. Such failures could result in the cancellation of orders, customers\u2019 refusal to accept deliveries, a reduction in purchase prices, and\n \nultimately, termination of customer relationships, any of which could have a material adverse effect on our business, financial condition, results of operations and\n \nliquidity. In that case, we may be required to seek alternative sources of materials or products. Our inability to identify and secure alternative sources of supply could\n \nhave a material and adverse effect on our ability to satisfy customer orders. While we have largely been able to manage these supply chain disruptions to date, there\n \nis no guarantee that we will be able to do so in the future.\nFailure to attract and retain our key employees may adversely impact our ability to successfully execute our business strategies.\n \nOur success depends in part on our ability to attract, hire, train and retain qualified managerial, operational, sales and other personnel. We face significant\n \ncompetition for these types of employees in our industry and from other industries. We may be unsuccessful in attracting and retaining the personnel we require to\n \nconduct and expand our operations successfully. In addition, key personnel may leave us and compete against us. Our success also depends to a significant extent\n \non the continued service of our senior management team. We may be unsuccessful in replacing key managers who either resign or retire. The loss of any member of\n \nour senior management team or other experienced senior employees could impair our ability to execute our business plan, cause us to lose customers and reduce our\n \nnet sales, or lead to employee morale problems and/or the loss of other key employees. In any such event, our financial condition, operating results and cash flows\n \ncould be adversely affected.\n \nIn addition, continued competition for non-management employees has resulted in higher labor costs and labor shortages at our facilities. Consequently, we\n \nmay continue to face higher operating expenses and may lose revenue opportunities if we lack capacity to meet customer demands due to labor shortages While\n \nonly a small percentage of our workforce is unionized, there can be no assurance that additional employees will not conduct union organization campaigns or become\n \nunion members in the future and a failure to renew existing collective bargaining agreements on favorable terms could lead to further labor shortages and higher labor\n \ncosts.\nWe may be adversely affected by any disruption in our respective information technology systems.\n \nOur operations are dependent upon our information technology systems, which encompass all of our major business functions. Our primary ERP systems are\n \nproprietary systems that have been highly customized by our computer programmers. Our centralized financial reporting system currently draws data from our ERP\n \nsystems. We rely upon our information technology systems to run critical accounting and financial information systems, process receivables, manage and replenish\n \ninventory, fill and ship customer orders on a timely basis, and coordinate our sales activities across all products and services. A substantial disruption in our\n \ninformation technology systems for any prolonged time period could result in problems and delays in generating critical financial and operational information,\n \nprocessing receivables, receiving inventory and supplies and filling customer orders. These disruptions could adversely affect our operating results as well as our\n \ncustomer service and relationships.", + "8cd92cee-009e-458a-b39f-c06d74d72bf9": "We may be adversely affected by any disruption in our respective information technology systems.\n \nOur operations are dependent upon our information technology systems, which encompass all of our major business functions. Our primary ERP systems are\n \nproprietary systems that have been highly customized by our computer programmers. Our centralized financial reporting system currently draws data from our ERP\n \nsystems. We rely upon our information technology systems to run critical accounting and financial information systems, process receivables, manage and replenish\n \ninventory, fill and ship customer orders on a timely basis, and coordinate our sales activities across all products and services. A substantial disruption in our\n \ninformation technology systems for any prolonged time period could result in problems and delays in generating critical financial and operational information,\n \nprocessing receivables, receiving inventory and supplies and filling customer orders. These disruptions could adversely affect our operating results as well as our\n \ncustomer service and relationships. Our systems, or those of our significant customers or suppliers, might be damaged or interrupted by natural or man-made events\n \nor by computer viruses, physical or electronic break-ins, or similar disruptions affecting the global Internet.\n \nIn addition, we rely on a number of third-party service providers to execute certain business processes and maintain certain information technology systems\n \nand infrastructure, and any breach of security or disruption in their systems could impair our ability to operate effectively. Such disruptions, delays, problems, or\n \nassociated costs relating to our systems or those of our significant\n \n14", + "0885b2f1-5632-48cf-a235-dc1a4b331678": "customers, suppliers or third-party providers could have a material adverse effect on our financial condition, operating results and cash flows.\nFurthermore, advances in computer and software capabilities, encryption technology, and other discoveries increase the complexity of our technological\n \nenvironment, including how each interacts with our various software platforms. Such advances could delay or hinder our ability to process transactions or could\n \ncompromise the integrity of our data, resulting in a material adverse impact on our financial condition and results of operations. The risk of system disruption is\n \nincreased when significant system changes are undertaken. If we fail to timely integrate and update our information technology systems and processes, including our\n \nnew ERP system, we may fail to realize the cost savings or operational benefits anticipated to be derived from these initiatives.\n \nWe are subject to cybersecurity risks and expect to incur increasing costs in an effort to minimize those risks.\nOur business employs systems that allow for the secure storage and transmission of customers\u2019, vendors\u2019 and employees\u2019 proprietary information. Security\n \nbreaches could expose us to a risk of loss or misuse of this information, litigation and potential liability. We may not have the resources or technical sophistication to\n \nanticipate or prevent rapidly evolving types of cyber-attacks. Any compromise of our security could result in a violation of applicable privacy and other laws,\n \nsignificant legal and financial exposure, damage to our reputation and a loss of confidence in our security measures, which could harm our business. The regulatory\n \nenvironment related to information security and privacy is increasingly rigorous, with new and constantly changing requirements applicable to our business, and\n \ncompliance with those requirements could result in additional costs. Our computer systems have been, and will likely continue to be, subjected to computer viruses\n \nor other malicious codes, unauthorized access attempts and cyber- or phishing-attacks. Additionally, we may be impacted by intrusions or failures of critical\n \ninfrastructure such as the power grid or communications systems. These events could compromise ours\u2019 and our customers\u2019 and suppliers\u2019 confidential information,\n \nimpede or interrupt our business operations, and could result in other negative consequences, including remediation costs, loss of revenue, litigation and\n \nreputational damage. While we have not experienced any material losses relating to cyber-attacks or other information security breaches to date, we have been the\n \nsubject of attempted hacking and cyber-attacks and there can be no assurance that we will not suffer such significant losses in the future. As cyber-attacks become\n \nmore sophisticated, we expect to incur increasing costs to strengthen our systems from outside intrusions. While we have implemented administrative and technical\n \ncontrols and have taken other preventive actions, such as deploying company-wide cybersecurity training and conducting threat simulations to reduce the risk of\n \ncyber incidents and protect our information technology, they may be insufficient to prevent physical and electronic break-ins, cyber-attacks or other security\n \nbreaches to our computer systems.\nChanges in our customer or product sales mix affect our operating results.\n \nOur operating results vary according to the amount and type of products we sell to each of our primary customer types: single-family homebuilders,\n \nremodeling contractors, and multifamily, commercial and other contractors. Gross margins on sales to single-family, multifamily, commercial and other contractors\n \nvary based on a variety of factors, including the purchase volumes of the individual customer, the mix of products sold to that customer, the cost to serve that\n \ncustomer, the size and selling price of the project being constructed and the number of upgrades added to the project before or during its construction.\n \nWe generate significant business from the large single-family homebuilders; however, our gross margins on sales to them tend to be lower than our gross\n \nmargins on sales to other market segments. A shift in our sales mix towards the larger homebuilders could negatively impact our gross margins.\nIn addition, we typically realize higher gross margins on more highly engineered and customized products, or ancillary products that are often purchased\n \nbased on convenience and are therefore less price sensitive to our customers. For example, sales of lumber and lumber sheet goods tend to generate lower gross\n \nmargins due to their commodity nature and the relatively low switching costs of sourcing those products from different suppliers. Structural components and\n \nmillwork, doors and windows often generate higher gross margins relative to other products due to their increased complexity and opportunity for efficiency gains. A\n \nshift in our sales mix towards the lumber and lumber sheet goods product category could negatively impact our gross margins.\nThe implementation of our supply chain and technology initiatives could disrupt our operations, and these initiatives might not provide the anticipated benefits\n \nor might fail.\nWe have made, and we plan to continue to make, significant investments in our supply chain and technology.", + "4fc203f6-b66e-4317-af6d-1bb459e394cf": "In addition, we typically realize higher gross margins on more highly engineered and customized products, or ancillary products that are often purchased\n \nbased on convenience and are therefore less price sensitive to our customers. For example, sales of lumber and lumber sheet goods tend to generate lower gross\n \nmargins due to their commodity nature and the relatively low switching costs of sourcing those products from different suppliers. Structural components and\n \nmillwork, doors and windows often generate higher gross margins relative to other products due to their increased complexity and opportunity for efficiency gains. A\n \nshift in our sales mix towards the lumber and lumber sheet goods product category could negatively impact our gross margins.\nThe implementation of our supply chain and technology initiatives could disrupt our operations, and these initiatives might not provide the anticipated benefits\n \nor might fail.\nWe have made, and we plan to continue to make, significant investments in our supply chain and technology. These initiatives are designed to streamline our\n \noperations to allow our employees to continue to provide high quality service to our customers, while simplifying customer interaction and providing our customers\n \nwith a more interconnected purchasing experience. The cost and potential problems and interruptions associated with the implementation of these initiatives,\n \nincluding those associated with managing third-party service providers and employing new web-based tools and services, could disrupt or reduce the efficiency of\n \nour operations. In the event that we continue to grow, there can be no assurance that we will be able to keep up, expand or adapt our IT\n \n15", + "a110ebf7-b3e4-4907-99ee-50d446bb890b": "infrastructure to meet evolving demand on a timely basis and at a commercially reasonable cost, or at all. In addition, our improved supply chain and new or upgraded\n \ntechnology might not provide the anticipated benefits, it might take longer than expected to realize the anticipated benefits or the initiatives might fail altogether.\nFurthermore, our customers are continuing to increasingly demand and rely on increased technology in their operations. We anticipate digitization trends in\n \nthe home-building industry to continue and have made significant investments in technology solutions to further drive digitization of the home-building industry.\n \nWhile we believe such trends present opportunities for our business, we may be unsuccessful in keeping pace with the development of such technologies, which\n \ncould result in loss of customers.\n \nWe regularly invest resources to update and improve our internal information technology systems and software platforms. Should our investments not succeed,\n \nor if delays or other issues with new or existing internal technology systems and software platforms disrupt our operations, our business could be harmed.\nWe rely on our network infrastructure, ERP systems, data hosting, public cloud and software-as-a-service providers, and internal technology systems for\n \nmany of our development, marketing, operational, support, sales, accounting and financial reporting activities. We are continually investing resources to update and\n \nimprove these systems and environments in order to meet existing needs, as well as the growing and changing requirements of our business and customers. For\n \nexample, we are in the process of implementing a new ERP system. The new ERP system is intended to transform areas such as manufacturing, supply chain,\n \nprocurement, warehouse management, delivery, quote to cash, financial reporting, and analytics, and position us to better leverage automation and process efficiency\n \nand enable productivity enhancements. An implementation of this scale is a major financial undertaking and has required, and will continue to require, substantial\n \ntime and attention of management and key employees. Furthermore, we may not realize the anticipated benefits from the implementation of the new ERP system. We\n \nanticipate full integration of the new ERP system to take many years. If we experience prolonged delays or unforeseen difficulties in updating and upgrading our\n \nsystems and architecture, including our new ERP system, we may experience outages and may not be able to deliver certain offerings or develop new offerings and\n \nenhancements that we need to remain competitive. Improvements, upgrades and, to a greater extent, system conversions, are often complex, costly and time\n \nconsuming. In addition, such improvements can be challenging to integrate with our existing technology systems or may uncover problems with our existing\n \ntechnology systems. Unsuccessful implementation of hardware or software updates and improvements could result in outages, disruption in our business\n \noperations, loss of revenue or damage to our reputation. Additionally, the effectiveness of our internal control over financial reporting could be adversely affected if\n \nthe new ERP system is not successfully implemented. Any of these items, along with any failure to effectively manage data governance risks prior to or during ERP\n \nimplementation, could adversely affect our results of operations, cash flows and financial condition, and the trading price of our common stock.\nWe occupy most of our facilities under long-term non-cancelable leases. We may be unable to renew leases at the end of their terms. If we close a facility, we are\n \nstill obligated under the applicable lease.\n \nMost of our facilities are leased. Many of our leases are non-cancelable, typically have initial expiration terms ranging from five to 15 years and most provide\n \noptions to renew for specified periods of time. We believe that leases we enter into in the future will likely be for similar terms (five to 15 years), will be non-cancelable\n \nand will feature similar renewal options. If we close or idle a facility, we would remain committed to perform our obligations under the applicable lease, which would\n \ninclude, among other things, payment of the base rent, insurance, taxes and other expenses on the leased property for the balance of the lease term. We have closed\n \nor idled a number of facilities for which we continue to remain liable. Our obligation to continue making rental payments with respect to leases for closed or idled\n \nfacilities could have a material adverse effect on our business and results of operations. At the end of a lease term, for those locations where we have no renewal\n \noptions remaining, we may be unable to renew the lease without additional cost, if at all. If we are unable to renew our facility leases, we may close or, if possible,\n \nrelocate the facility, which could subject us to additional costs and risks which could have a material adverse effect on our business. Additionally, the revenue and\n \nprofit generated at a relocated facility may not equal the revenue and profit generated at the former operation.", + "1160c8fc-e903-4bbc-8c9d-7c12620abdf7": "We have closed\n \nor idled a number of facilities for which we continue to remain liable. Our obligation to continue making rental payments with respect to leases for closed or idled\n \nfacilities could have a material adverse effect on our business and results of operations. At the end of a lease term, for those locations where we have no renewal\n \noptions remaining, we may be unable to renew the lease without additional cost, if at all. If we are unable to renew our facility leases, we may close or, if possible,\n \nrelocate the facility, which could subject us to additional costs and risks which could have a material adverse effect on our business. Additionally, the revenue and\n \nprofit generated at a relocated facility may not equal the revenue and profit generated at the former operation.\nFinancial and Liquidity Risks\nOur level of indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the\n \neconomy or our industry, and prevent us from meeting our obligations under our debt instruments\n.\n \nAs of December 31, 2023, our debt totaled $3,209.3 million, which includes $195.3 million of finance lease and other finance obligations. We have a $1.8 billion\n \nrevolving credit facility with a maturity date of January 17, 2028 (\u201cRevolving facility\u201d), under which we had $464.0 million in outstanding borrowings and $70.3 million\n \nof letters of credit outstanding as of December 31, 2023. In addition, we also have $532.3 million in obligations under operating leases.\n \n16", + "494c0230-af48-44dd-a8b9-7d048a453d1c": "Our level of indebtedness could have important consequences to us, including:\n \n\u2022\nmake it more difficult for us to satisfy our obligations with respect to our other indebtedness, resulting in possible defaults on and acceleration of such\n \nindebtedness;\n\u2022\nincreasing our vulnerability to general economic and industry conditions;\n \n\u2022\nrequiring a substantial portion of our operating cash flow to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing\n \nour liquidity and our ability to use our cash flow to fund our operations, capital expenditures, future business opportunities, share repurchases and retirement\n \nof debt;\n \n\u2022\nexposing us to the risk of increased interest rates, and corresponding increased interest expense, because borrowings under the Revolving facility are at\n \nvariable rates of interest;\n \n\u2022\nlimiting our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions, and general corporate or\n \nother purposes;\n \n\u2022\nlimiting our ability to adjust to changing marketplace conditions and placing us at a competitive disadvantage compared to our competitors who may have\n \nless debt; and\n \n\u2022\nlimiting our attractiveness as an investment opportunity for potential investors.\nIn addition, our debt instruments contain cross-default provisions that could result in our debt being declared immediately due and payable under a number of\n \ndebt instruments, even if we default on only one debt instrument. In such event, it is possible that we would not be able to satisfy our obligations under all of such\n \naccelerated indebtedness simultaneously.\n \nOur financial condition and operating performance, including that of our subsidiaries, are also subject to prevailing economic and competitive conditions and\n \nto certain financial, business and other factors beyond our control. There are no assurances that we will maintain a level of liquidity sufficient to permit us to pay the\n \nprincipal, premium and interest on our indebtedness.\n \nIf our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell\n \nassets, seek additional capital, or restructure or refinance our indebtedness. These alternative measures may not be successful and may not permit us to meet our\n \nscheduled debt service obligations. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to\n \ndispose of material assets or operations in an effort to meet our debt service and other obligations. The agreements governing our debt instruments restrict our ability\n \nto dispose of assets and to use the proceeds from such dispositions. We may not be able to consummate those dispositions or be able to obtain the proceeds that\n \nwe could realize from them, and these proceeds may not be adequate to meet any debt service obligations then due.\n \nWe may have future capital needs and may not be able to obtain additional financing on acceptable terms.\n \nWe are substantially reliant on cash on hand and borrowing availability under the Revolving facility, which totaled $1.3 billion at December 31, 2023, to\n \nprovide working capital and fund our operations. Our working capital requirements are likely to grow as we continue to grow organically and through acquisitions.\n \nOur inability to renew, amend or replace our debt instruments when required or when business conditions warrant could have a material adverse effect on our\n \nbusiness, financial condition and results of operations.\n \nEconomic and credit market conditions, the performance of our industry, and our financial performance, as well as other factors, may constrain our financing\n \nabilities. Our ability to secure additional financing, if available, and to satisfy our financial obligations under indebtedness outstanding from time to time will depend\n \nupon our future operating performance, the availability of credit, economic conditions and financial, business and other factors, many of which are beyond our\n \ncontrol. Significant worsening of current housing market conditions or the macroeconomic factors that affect our industry could require us to seek additional capital\n \nand have a material adverse effect on our ability to secure such capital on favorable terms, if at all.\n \nWe may be unable to secure additional financing, financing on favorable terms or our operating cash flow may be insufficient to satisfy our financial\n \nobligations under indebtedness outstanding from time to time. The agreements governing our debt instruments, moreover, restrict the amount of permitted\n \nindebtedness allowed. In addition, if financing is not available when needed, or is available on unfavorable terms, we may be unable to take advantage of business\n \nopportunities, including potential acquisitions, or respond to competitive pressures, any of which could have a material adverse effect on our business, financial\n \ncondition, and results of operations. If additional funds are raised through the issuance of additional equity or convertible debt securities, our stockholders may\n \nexperience significant dilution.\n \n17", + "8c42a7cb-75b9-4a16-b8d7-c217fd8b9d88": "We may incur additional indebtedness.\n \nWe may incur additional indebtedness in the future, including collateralized debt, subject to the restrictions contained in the agreements governing our debt\n \ninstruments. If new debt is added to our current debt levels, the related risks that we now face could intensify.\n \nOur debt instruments contain various covenants that limit our ability to operate our business.\n \nOur financing arrangements, including the agreements governing our debt instruments, contain various provisions that limit our ability to, among other\n \nthings:\n \n\u2022\ntransfer or sell assets, including the equity interests of our restricted subsidiaries, or use asset sale proceeds;\n \n\u2022\nincur additional debt;\n \n\u2022\npay dividends or distributions on our capital stock or repurchase our capital stock;\n \n\u2022\nmake certain restricted payments or investments;\n \n\u2022\ncreate liens to secure debt;\n \n\u2022\nenter into transactions with affiliates;\n \n\u2022\nmerge or consolidate with another company or continue to receive the benefits of these financing arrangements under a \u201cchange in control\u201d scenario (as\n \ndefined in those agreements); and\n \n\u2022\nengage in unrelated business activities.\n \nThe agreement governing the Revolving facility contains a financial covenant requiring the satisfaction of a minimum fixed charge ratio of 1.00 to 1.00 if our\n \nexcess availability falls below the greater of $80.0 million or 10% of the maximum borrowing amount, which was $180.0 million as of December 31, 2023.\nThese provisions may restrict our ability to expand or fully pursue our business strategies. Our ability to comply with the agreements governing our debt\n \ninstruments may be affected by changes in our operating and financial performance, changes in general business and economic conditions, adverse regulatory\n \ndevelopments, a change in control or other events beyond our control. The breach of any of these provisions could result in a default under our indebtedness, which\n \ncould cause those and other obligations to become due and payable. If any of our indebtedness is accelerated, we may not be able to repay it.\nOur variable rate indebtedness subjects us to interest rate risk, which could cause our indebtedness service obligations to increase significantly.\nInterest rates may increase in the future. As a result, interest rates on our Revolving facility could be higher or lower than current levels. As of December 31,\n \n2023, we had $464.0 million, or 14.5%, of our outstanding debt at variable interest rates. If interest rates increase, our debt service obligations on the variable rate\n \nindebtedness would increase even though the amount borrowed remained the same, and our net income and cash flows, including cash available for servicing our\n \nindebtedness, would correspondingly decrease. Further, an increase in interest rates could also trigger a limitation on the deductibility of those interest costs,\n \nincreasing our tax expense and further decreasing our net income and cash flows. In recent years, the Company has executed several debt transactions designed to\n \noptimize our debt structure and extend maturities. The Company is likely to execute similar debt transactions in the future. However, there can be no assurance that\n \nwe will be successful in anticipating the direction of interest rates or changes in market conditions, which could result in future debt transactions having a material\n \nadverse impact on our financial condition, operating results and cash flows.\nA 1.0% increase in interest rates on the Revolving facility would result in $4.6 million in additional interest expense annually as we had $464.0 million in\n \noutstanding borrowings as of December 31, 2023. The Revolving facility also assesses variable commitment and outstanding letter of credit fees based on quarterly\n \naverage loan utilization.\n \nIf the housing market declines, we may be required to take impairment charges relating to our operations or temporarily idle or permanently close under-\nperforming locations.\n \nIf conditions in the housing industry continue to deteriorate, we may need to take goodwill and/or asset impairment charges relating to certain of our reporting\n \nunits. Any such non-cash charges would have an adverse effect on our financial results. In addition, in response to industry conditions, we may have to temporarily\n \nidle or permanently close certain facilities in under-performing\n \n18", + "38a2ed3f-a92b-4ab5-8784-0d6dd5c721f0": "markets. Widespread facility closures could have a significant adverse effect on our financial condition, operating results and cash flows.\nOur inability to effectively deploy our excess capital may negatively affect return on equity and stockholder value.\nThroughout 2023, we generated significant excess cash flows. Our business plan calls for us to execute a variety of strategies to deploy excess capital\n \nincluding, but not limited to, continued organic balance sheet growth and the consideration of potential acquisition opportunities to further deploy our excess capital\n \nwhen we expect such opportunities to significantly enhance long-term stockholder value. We have also repurchased approximately $6.1 billion of our shares since\n \nJanuary 2021 through the date of this filing and intend to continue repurchasing shares pursuant to share repurchase authorization approved by our board of\n \ndirectors in April 2023. Our inability to effectively and timely deploy our excess capital through these strategies may constrain growth in earnings and return on\n \nequity and thereby diminish potential growth in stockholder value.\nLegal and Compliance Risks\nThe nature of our business exposes us to product liability, product warranty, casualty, construction defect, asbestos, vehicle and other claims and legal\n \nproceedings.\n \nWe are involved in product liability, product warranty, casualty, construction defect, asbestos, vehicle and other claims relating to the products we\n \nmanufacture and distribute, and services we provide or have provided that, if adversely determined, could adversely affect our financial condition, operating results,\n \nand cash flows. We rely on manufacturers and other suppliers to provide us with many of the products we sell and distribute. Because we have no direct control over\n \nthe quality of such products manufactured or supplied by such third-party suppliers, we are exposed to risks relating to the quality of such products. The Company\n \nhas a number of known and threatened construction defect legal claims. We are also involved in several asbestos personal injury suits due to the alleged sale of\n \nasbestos-containing products by legacy businesses that we acquired. In addition, we are exposed to potential claims arising from the conduct of our respective\n \nemployees and subcontractors, and builders and their subcontractors, for which we may be contractually liable. Although we currently maintain what we believe to\n \nbe suitable and adequate insurance in excess of our self-insured amounts, there can be no assurance that we will be able to maintain such insurance on acceptable\n \nterms or that such insurance will provide adequate protection against potential liabilities. Product liability, product warranty, casualty, construction defect, asbestos,\n \nvehicle, and other claims can be expensive to defend and can divert the attention of management and other personnel for significant periods, regardless of the\n \nultimate outcome. Claims of this nature could also have a negative impact on customer confidence in our products and our company. In addition, we are involved on\n \nan ongoing basis in other types of legal proceedings, such as workers\u2019 compensation proceedings. We cannot assure you that any current or future claims against\n \nus will not adversely affect our financial condition, operating results and cash flows.\nFederal, state, local and other regulations could impose substantial costs and/or restrictions on our operations that would reduce our net income.\n \nWe are subject to various federal, state, local and other regulations, including, among other things, regulations promulgated by the Department of\n \nTransportation and applicable to our fleet of delivery trucks, work safety regulations promulgated by the Department of Labor\u2019s Occupational Safety and Health\n \nAdministration, employment regulations, including immigration and work-authorization laws and regulations promulgated by the United States Equal Employment\n \nOpportunity Commission, tariff regulations on imported products promulgated by the Federal government, accounting standards issued by the Financial Accounting\n \nStandards Board (\u201cFASB\u201d) or similar entities, state and local regulations relating to our escrow business, and state and local zoning restrictions and building codes.\n \nMore burdensome regulatory requirements in these or other areas may increase our general and administrative costs and adversely affect our financial condition,\n \noperating results and cash flows. Moreover, failure to comply with the regulatory requirements applicable to our business could expose us to substantial penalties\n \nthat could adversely affect our financial condition, operating results and cash flows and damage our reputation.\n \nFuture changes to tax laws and regulations could have an adverse impact on our business.\nWe are primarily subject to income and other taxes in the U.S., and on a very limited basis in certain foreign jurisdictions. We are subject to ongoing tax audits\n \nin various jurisdictions. We regularly assess the likely outcome of these audits in order to determine the appropriateness of our tax provision.", + "6ac99678-5388-4cad-94ac-cfafde0537d8": "More burdensome regulatory requirements in these or other areas may increase our general and administrative costs and adversely affect our financial condition,\n \noperating results and cash flows. Moreover, failure to comply with the regulatory requirements applicable to our business could expose us to substantial penalties\n \nthat could adversely affect our financial condition, operating results and cash flows and damage our reputation.\n \nFuture changes to tax laws and regulations could have an adverse impact on our business.\nWe are primarily subject to income and other taxes in the U.S., and on a very limited basis in certain foreign jurisdictions. We are subject to ongoing tax audits\n \nin various jurisdictions. We regularly assess the likely outcome of these audits in order to determine the appropriateness of our tax provision. However, there can be\n \nno assurance that we will accurately predict the outcome of these audits, and the amounts ultimately paid upon resolution of audits could be materially different from\n \nthe amounts previously included in our income tax expense and therefore could have a material impact on our tax provision, net income and cash flows. In addition,\n \nour effective tax rate in the future could be adversely affected by changes to our operating structure, changes in the valuation of deferred tax assets and liabilities,\n \nchanges in tax laws, and the discovery of new information in the course of our tax return preparation. Any\n \n19", + "f61d87de-d915-4e56-af87-ad58725f0af6": "future changes in federal and state tax laws and regulations could have an adverse direct impact on our corporate taxes and/or an adverse indirect impact such as\n \nmaking purchasing a home less attractive, which could reduce demand for homes. Adverse impacts from any future changes in federal and state laws and regulations\n \non our business could include an adverse impact on our financial condition, operating results and cash flows.\nWe are subject to potential exposure to environmental liabilities and are subject to environmental regulation.\n \nWe are subject to various federal, state and local environmental laws, ordinances and regulations. Although we believe that our facilities are in material\n \ncompliance with such laws, ordinances, and regulations, as owners and lessees of real property, we can be held liable for the investigation or remediation of\n \ncontamination on such properties, in some circumstances, without regard to whether we knew of or were responsible for such contamination. No assurance can be\n \nprovided that remediation may not be required in the future as a result of spills or releases of petroleum products or hazardous substances, the discovery of unknown\n \nenvironmental conditions, more stringent standards regarding existing residual contamination, or changes in legislation, laws, rules or regulations. More burdensome\n \nenvironmental regulatory requirements may increase our general and administrative costs and adversely affect our financial condition, operating results and cash\n \nflows.\n \nGeneral Risks\nUnstable global economic conditions and geopolitical conflicts may have serious adverse consequences on our business, financial condition, and operations.\n \nWe are operating in an uncertain economic environment. The global credit and financial markets have experienced extreme volatility and disruptions, including\n \nseverely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates, high rates of\n \ninflation, and uncertainty about economic stability and a potential recession. While our management team continually monitors market conditions and economic\n \nfactors throughout our footprint, we are unable to predict the duration or severity of such conditions or factors. If conditions were to worsen nationally, regionally or\n \nlocally, then we could see a decrease in housing starts, which would adversely affect our business, financial condition, operating results, and cash flows.\n \nIn addition, the financial markets and the global economy may also be adversely affected by ongoing geopolitical conflicts, including the wars between Russia\n \nand Ukraine and between Israel and Hamas. These conflicts have impacted, and may continue to impact, commodity and energy prices, global supply chains and\n \nfinancial markets. In addition, sanctions imposed by the U.S. and other countries in response to the Russia and Ukraine war could further adversely impact the\n \nfinancial markets and the global economy, and any economic countermeasures by the affected countries or others could exacerbate market and economic instability.\n \nThe specific consequences of these geopolitical conflicts on our business are difficult to predict at this time, but in addition to inflationary pressures affecting our\n \noperations, any shortages of fuel or significant fuel cost increases could seriously disrupt our ability to distribute products to our customers.\n \nThere can be no assurance that further deterioration in markets and confidence in economic conditions will not occur. Our general business strategy may be\n \nadversely affected by any such economic downturn or recession, volatile business environment, hostile third-party action or continued unpredictable and unstable\n \nmarket conditions. The effects of any economic downturn or recession could continue for many years after the downturn or recession is considered to have ended.\nWe may be adversely affected by any natural or man-made disruptions to our operations and our distribution and manufacturing facilities.\n \nWe currently maintain a broad network of distribution and manufacturing facilities throughout the U.S. Any widespread disruption to our operations resulting\n \nfrom fire, earthquake, weather-related events (such as tornadoes, hurricanes, flooding and other storms), other natural disasters, an act of terrorism, intrusions or\n \nfailures of critical infrastructure such as the power grid or communications systems or any other cause could damage multiple facilities and a significant portion of our\n \ninventory and could materially impair our ability to distribute our products to customers. Moreover, we could incur significantly higher costs and longer lead times\n \nassociated with distributing our products to our customers during the time that it retakes for us to reopen or replace a damaged facility. If any of these events were to\n \noccur, our financial condition, operating results and cash flows could be materially adversely affected.\nIn addition, general weather patterns affect our operating results throughout the year, with adverse weather historically reducing construction activity in the\n \nfirst and fourth quarters in the markets in which we primarily operate. Adverse weather events, natural disasters or similar events, including as a result of climate\n \nchange, could generally reduce or delay construction activity, which could\n \n20", + "9faf1406-2257-4d8b-80cb-263c20abef61": "adversely impact our financial condition, operating results and cash flows. Furthermore, if certain markets where we have made significant investments become less\n \ndesirable for new home building due to the frequency of adverse weather events or climate change, we could incur significant losses at our facilities throughout these\n \nmarkets.\n \nESG risks could adversely affect our reputation and shareholder, employee, customer and third-party relationships and may negatively affect our stock price.\n \nOur business faces increasing public scrutiny related to ESG activities. We risk damage to our brand and reputation if we fail to act responsibly or meet any\n \ncommitments that we may set in a number of areas, such as DEI, environmental stewardship, including with respect to climate change, human capital management,\n \nsupport for our local communities, corporate governance and transparency, or fail to consider ESG factors in our business operations.\n \nAdditionally, investors and shareholder advocates are placing an increasing emphasis on how corporations address ESG issues in their business strategy\n \nwhen making investment decisions and when developing their investment theses and proxy recommendations. We may incur meaningful costs with respect to our\n \nESG efforts and if such efforts are negatively perceived, our reputation and stock price may suffer.\n \n Climate change could adversely affect our business and damage our reputation.\nConcerns over the long-term impacts of climate change have led and will continue to lead to governmental efforts around the world to mitigate those impacts.\n \nConsumers and businesses are also changing their behavior and business preferences as a result of these concerns. New governmental regulations or guidance\n \nrelating to climate change, as well as changes in consumers\u2019 and businesses\u2019 behaviors and business preferences, may affect whether and on what terms and\n \nconditions we will engage in certain activities or offer certain products or services. The governmental and supervisory focus on climate change could also result in\n \nour becoming subject to new or heightened regulatory requirements. Any such new or heightened requirements could result in increased regulatory, compliance or\n \nother costs. Our business, reputation and ability to attract and retain employees may also be harmed if our response to climate change is perceived to be ineffective\n \nor insufficient.\nThe price of our common stock is volatile and may decline.\n \nThe market price of our common stock historically has experienced and may continue to experience significant price fluctuations similar to those experienced\n \nby the broader stock market in recent years. For example, between January 1, 2023, and December 31, 2023, the closing price of our common stock on the NYSE ranged\n \nfrom $65.35 to $170.56 per share. In addition, the price of our common stock may fluctuate significantly in response to various factors, including:\n \n\u2022\nactual or anticipated fluctuations in our results of operations;\n\u2022\nannouncements by us or our competitors of significant business developments, changes in customer relationships, acquisitions, or expansion plans;\n\u2022\nchanges in the prices of products we sell;\n\u2022\ninvolvement in litigation;\n\u2022\nour sale or repurchases of common stock or other securities in the future;\n\u2022\nmarket conditions in our industry;\n\u2022\nchanges in key personnel;\n\u2022\nchanges in market valuation or earnings of our competitors;\n\u2022\nthe trading volume of our common stock;\n\u2022\nchanges in the estimation of the future size and growth rate of our markets; and\n\u2022\ngeneral economic and market conditions.\n \nBroad market and industry factors may materially harm the market price of our common stock, regardless of our operating performance. In the past, following\n \nperiods of volatility in the market price of a company\u2019s securities, securities class action litigation has often been instituted against that company.\n \n21", + "3ebf5b3a-741f-42d8-8fdb-421f6cf25ba4": "If we were involved in any similar litigation, we could incur substantial costs and our management\u2019s attention and resources could be diverted, which could\n \nadversely affect our financial condition, results of operations and cash flows. As a result, it may be difficult for you to resell your shares of common stock in the\n \nfuture.\n \nI\ntem 1B.\n Unresolved Staff Comments\n \nNone.\n \nItem 1C.\n Cybersecurity\nRisk Management and Strategy\nThe Company maintains robust and comprehensive processes, procedures and controls to protect and secure its information systems and data infrastructure\n \nfrom cybersecurity threats. The Company\u2019s cybersecurity program is led by its Chief Information Security Officer (\u201cCISO\u201d). The Company\u2019s cybersecurity program\n \ninterfaces with other functional areas within the Company, including but not limited to the Company\u2019s business segments and information technology, legal, risk\n \nmanagement, human resources and internal audit departments, as well as external third-party partners, to identify and understand potential cybersecurity threats.\n \nThe Company regularly assesses and updates its processes, procedures and management techniques in light of ongoing cybersecurity developments.\n \nInternally, the CISO coordinates oversight of reviewing security alerts, identifying and monitoring ongoing and potential cybersecurity threats, evaluating\n \nstrategic business impacts of cybersecurity threats and developing programs and initiatives to educate the Company\u2019s employees regarding cybersecurity. The CISO\n \nalso manages the Company\u2019s Security Incident Response Plan (the \u201cIncident Response Plan\u201d), which outlines action steps for the preparation, identification, triage,\n \nanalysis, containment, eradication, recovery and reflection stages of a cybersecurity incident. The Incident Response Plan serves as the charter for the Company\u2019s\n \nSecurity Incident Response Team (the \u201cIncident Response Team\u201d), which includes a strategic team comprised of executives from various cross-functional\n \nmanagement teams, as well as a tactical team comprised of internal technical support roles and external third-party service providers. The Incident Response Plan\n \nprovides how the Incident Response Team will analyze and, as necessary, escalate cybersecurity incidents both internally and with third-party service providers\n \nbased on type and severity of the specific incident.\nThe Company also requires cybersecurity training for all active employees, focusing on the appropriate protection and security of confidential company and\n \nthird-party information. Additionally, the Company provides quarterly cybersecurity awareness training that covers a broad range of security topics, including secure\n \naccess practice, phishing schemes, remote work and response to suspicious activities. In addition to online training, employees are educated through several\n \nmethods, including event-triggered awareness campaigns, recognition programs, security presentations, company intranet articles, videos, system-generated\n \ncommunications, email publications and various simulation exercises.\nThe Company has engaged a third-party managed detection and response company to monitor the security of its information systems around-the-clock,\n \nincluding intrusion detection, and to provide instantaneous alerting should a cybersecurity event occur. The Company also maintains a cybersecurity insurance\n \npolicy and has engaged a third-party digital forensics and incident response consultant and legal counsel on retainer.\nThe Company does not believe that any risks from cybersecurity threats, nor any previous cybersecurity incidents, have materially affected the Company.\n \nHowever, the sophistication of cyber threats continues to increase, and the preventative actions the Company has taken and continues to take to reduce the risk of\n \ncyber incidents and protect its systems and information may not successfully protect against all cyber incidents. For more information on how cybersecurity risk\n \nmay materially affect the Company\u2019s business strategy, results of operations, or financial condition, please refer to Item 1A Risk Factors.\n \nGovernance\nThe Company\u2019s Audit Committee and Board of Directors provide ultimate oversight of the Company\u2019s cybersecurity risk management. The Audit Committee\n \nregularly reviews and discusses with management the strategies, processes, procedures and controls pertaining to the management of the Company\u2019s information\n \ntechnology operations, including cyber risks and cybersecurity. The Company\u2019s Chief Information Officer (\u201cCIO\u201d) provides quarterly reports to the Audit Committee\n \nregarding the evolving cybersecurity risk landscape, including emerging risks, as well as the Company\u2019s processes, program and initiatives for managing these risks.\n \nThe Company\u2019s CISO reports directly to the CIO, who in turn reports to the CFO. The CISO maintains the certified information systems security professional\n \n(CISSP) certification and GIAC G2700 (Certified ISO 27000 Specialist) and has over 20 years of\n \n22", + "eb3215e4-cbba-4e52-995c-37f566d0f605": "experience in cybersecurity. Under the direction of the CISO, the Company\u2019s cybersecurity department continuously analyzes cybersecurity and resiliency risks to\n \nour business, considers industry trends and implements controls, as appropriate, to mitigate these risks. The team consists of cybersecurity professionals holding\n \nmultiple certifications such as the CISSP, CEH (Certified Ethical Hacker), GSOM (GIAC Security Operations Manager), GCIA (GIAC Certified Intrusion Analyst),\n \nGCFA (GIAC Certified Forensic Analyst), GNFA (GIAC Network Forensic Analyst), GCTI (GIAC Cyber Threat Intelligence), CISM (Certified Information Security\n \nManager) and CISA (Certified Information Systems Auditor). This analysis drives the Company\u2019s long- and short-term cybersecurity strategies, which are executed\n \nthrough a collaborative effort within the IT department and are communicated to the Board of Directors regularly.\n \nI\ntem 2.\n Properties\n \nWe have a broad network of distribution and manufacturing facilities in 43 states throughout the U.S. Based on available 2023 U.S. Census data, we have\n \noperations in 48 of the top 50 and 89 of the top 100 U.S. Metropolitan Statistical Areas, as ranked by single family housing permits in 2023.\n \nDistribution centers typically include 10 to 15 acres of outside storage, a 45,000 square foot warehouse, 4,000 square feet of office space, and 15,000 square\n \nfeet of covered storage. The outside area provides space for lumber storage and a staging area for delivery while the warehouse stores millwork, windows and doors,\n \nand other specialty building products. The distribution centers are usually located in industrial areas with low cost real estate and easy access to freeways to\n \nmaximize distribution efficiency and convenience. Many of our distribution centers are situated on rail lines for efficient receipt of goods.\nOur manufacturing facilities produce trusses, wall panels, engineered wood, windows, pre-hung doors and custom millwork. Where efficient, they are located\n \non the same premises as our distribution facilities. Truss and panel manufacturing facilities vary in size from 30,000 square feet to 60,000 square feet with eight to 10\n \nacres of outside storage for lumber and for finished goods. Our window manufacturing facility in Houston, Texas is approximately 200,000 square feet.\n \nWe own 153 actively operating facilities and contractually lease 418 actively operating facilities. These leases typically have an initial lease term of five to 15\n \nyears and most provide options to renew for specified periods of time. A majority of our leases provide for fixed annual rentals. Certain of our leases include\n \nprovisions for escalating rent, as an example, based on changes in the consumer price index. Most of the leases require us to pay taxes, insurance and common area\n \nmaintenance expenses associated with the properties. As described in Note 9 to the consolidated financial statements included in Item 8 of this annual report on Form\n \n10-K, 115 of our leased facilities are subject to a sales-lease back transaction that is accounted for in our financial statements as owned assets with offsetting\n \nfinancing obligations.\nIn addition, we operate a fleet of approximately 18,800 rolling stock units which includes trucks, forklifts, and trailers used to deliver products from our\n \ndistribution and manufacturing centers to our customers\u2019 job sites. Through our emphasis on local market flexibility and strategically placed locations, we minimize\n \nshipping and freight costs while maintaining a high degree of local market expertise. Through knowledge of local homebuilder needs, customer coordination and rapid\n \nrestocking ability, we reduce working capital requirements and guard against out-of-stock products. We believe that this reliability is highly valued by our customers\n \nand reinforces customer relationships.\n \nI\ntem 3.\n Legal Proceedings\n \nThe Company has a number of known and threatened construction defect legal claims. While these claims are generally covered under the Company\u2019s existing\n \ninsurance programs to the extent any loss exceeds the deductible, there is a reasonable possibility of loss that is not able to be estimated at this time because (i) many\n \nof the proceedings are in the discovery stage, (ii) the outcome of future litigation is uncertain, and/or (iii) the complex nature of the claims. Although the Company\n \ncannot estimate a reasonable range of loss based on currently available information, the resolution of these matters could have a material adverse effect on the\n \nCompany's financial position, results of operations or cash flows.\nIn addition, we are involved in various other claims and lawsuits incidental to the conduct of our business in the ordinary course.", + "c11ea7c2-8662-4f73-ae5b-0b1212f11726": "We believe that this reliability is highly valued by our customers\n \nand reinforces customer relationships.\n \nI\ntem 3.\n Legal Proceedings\n \nThe Company has a number of known and threatened construction defect legal claims. While these claims are generally covered under the Company\u2019s existing\n \ninsurance programs to the extent any loss exceeds the deductible, there is a reasonable possibility of loss that is not able to be estimated at this time because (i) many\n \nof the proceedings are in the discovery stage, (ii) the outcome of future litigation is uncertain, and/or (iii) the complex nature of the claims. Although the Company\n \ncannot estimate a reasonable range of loss based on currently available information, the resolution of these matters could have a material adverse effect on the\n \nCompany's financial position, results of operations or cash flows.\nIn addition, we are involved in various other claims and lawsuits incidental to the conduct of our business in the ordinary course. We carry insurance\n \ncoverage in such amounts in excess of our self-insured retention as we believe to be reasonable under the circumstances and that may or may not cover any or all of\n \nour liabilities in respect of such claims and lawsuits. Although the ultimate disposition of these other proceedings cannot be predicted with certainty, management\n \nbelieves the outcome of any such claims that are pending or threatened, either individually or on a combined basis, will not have a material adverse effect on our\n \nconsolidated financial position, cash flows or results of operations. However, there can be no assurances that future adverse judgments and costs would not be\n \nmaterial to our results of operations or liquidity for a particular period.\n23", + "d6abda0c-4fc6-4001-883b-1248de4e200d": "Although our business and facilities are subject to federal, state and local environmental regulation, environmental regulation does not have a material impact\n \non our operations. We believe that our facilities are in material compliance with such laws and regulations. As owners and lessees of real property, we can be held\n \nliable for the investigation or remediation of contamination on such properties, in some circumstances without regard to whether we knew of or were responsible for\n \nsuch contamination. Our current expenditures with respect to environmental investigation and remediation at our facilities are minimal, although no assurance can be\n \nprovided that more significant remediation may not be required in the future as a result of spills or releases of petroleum products or hazardous substances or the\n \ndiscovery of unknown environmental conditions.\nI\ntem 4.\n Mine Safety Disclosures\n \nNot applicable.\n \n24", + "08ddba57-a4ec-4175-817d-7fc261db4be1": "P\nART II\n \nI\ntem 5.\n Market for Registrant\u2019s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities\n \nOur common stock is traded on the NYSE under the symbol \u201cBLDR\u201d. The approximate number of stockholders of record of our common stock as of February\n \n15, 2024, was 68.\n \nWe currently do not pay dividends. Any future determination relating to dividend policy will be made at the discretion of our board of directors and will\n \ndepend on a number of factors, including restrictions in our debt instruments, as well as our future earnings, capital requirements, financial condition, prospects and\n \nother factors that our board of directors may deem relevant. Our debt agreements currently restrict our ability to pay dividends. See \u201cManagement\u2019s Discussion and\n \nAnalysis of Financial Condition and Results of Operations \u2014 Liquidity and Capital Resources\u201d contained in Item 7 of this annual report on Form 10-K.\nOn December 18, 2023, the Company joined the S&P 500. As such, we have added the S&P 500 index to the comparison of 5-Year cumulative total returns in\n \nthe graph below and have continued to present the Russell 2000 index in this Annual Report for 2023 as a transitional measure. The graph compares Builders\n \nFirstSource, Inc.\u2019s cumulative 5-Year total shareholder return on common stock with the cumulative total returns of the S&P 500 index, Russell 2000 index, and the\n \nS&P 600 Building Products index. The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all\n \ndividends) from December 31, 2018, to December 31, 2023.\n \nimg210361747_0.jpg\n \n25", + "96543101-293e-4ea9-a04e-c310bc8f1f4c": "12/18\n \n \n12/19\n \n \n12/20\n \n \n12/21\n \n \n12/22\n \n \n12/23\n \nBuilders FirstSource, Inc.\n \n \n100.00\n \n \n \n232.91\n \n \n \n374.06\n \n \n \n785.61\n \n \n \n594.68\n \n \n \n1,530.16\n \nRussell 2000\n \n \n100.00\n \n \n \n125.52\n \n \n \n150.58\n \n \n \n172.90\n \n \n \n137.56\n \n \n \n160.85\n \nS&P 500\n \n \n100.00\n \n \n \n131.49\n \n \n \n155.68\n \n \n \n200.37\n \n \n \n164.08\n \n \n \n207.21\n \nS&P 600 Building Products\n \n \n100.00\n \n \n \n143.46\n \n \n \n182.44\n \n \n \n227.74\n \n \n \n190.43\n \n \n \n287.57\n \nThe stock price performance included in this graph is not necessarily indicative of future stock price performance.\n \nThe information regarding securities authorized for issuance under equity compensation plans appears in our definitive proxy statement for our annual\n \nmeeting of stockholders to be held on June 4, 2024, under the caption \u201cEquity Compensation Plan Information,\u201d which information is incorporated herein by\n \nreference.\nCompany Stock Repurchases\nThe following table provides information with respect to our purchases of Builders FirstSource, Inc. common stock during the fourth quarter of fiscal year\n \n2023:\nPeriod\n \nTotal Number of Shares\n \nPurchased\n \n \nAverage Price Paid per\n \nShare\n (including fees and\n \ntaxes)\n \n \nTotal Number of Shares\n \nPurchased as Part of\n \nPublicly Announced\n \nPlans or Programs\n \n \nApproximate Dollar\n \nValue of Shares That\n \nMay Yet be Purchased\n \nUnder the Plans or\n \nPrograms\n \nOctober 1, 2023 \u2014 October 31, 2023\n \n \n55,844\n \n \n$\n124.57\n \n \n \n55,193\n \n \n$\n400,479,920\n \nNovember 1, 2023 \u2014 November 30, 2023\n \n \n1,553,503\n \n \n \n132.02\n \n \n \n1,530,217\n \n \n \n200,480,050\n \nDecember 1, 2023 \u2014 December 31, 2023\n \n \n\u2014\n \n \n \n\u2014\n \n \n \n\u2014\n \n \n \n200,480,050\n \nTotal\n \n \n1,609,347\n \n \n$\n131.76\n \n \n \n1,585,410\n \n \n$\n200,480,050\n \n(1)\nIn April 2023, the board of directors approved a share repurchase authorization in the amount of $1.0 billion.\n \nIn the fourth quarter of 2023, 1,585,410 shares were repurchased and retired pursuant to share repurchase plans authorized by our board of directors. The\n \nremaining 23,937 shares presented in the table above represent shares tendered in order to meet tax withholding requirements for restricted stock units vested. Share\n \nrepurchases under the program may be made through a variety of methods, which may include open market purchases, block trades, accelerated share repurchases,\n \ntrading plans in accordance with Rule 10b-5 or Rule 10b-18 under the Exchange Act, or any combination of such methods. The program does not obligate the\n \nCompany to acquire any particular amount of its common stock, and the share repurchase program may be suspended or discontinued at any time at the Company\u2019s\n \ndiscretion.\nI\ntem 6.\n Reserved\n \n26\n(1)\n(1)", + "02f461df-c1c0-48a3-93f1-0bb4108f011e": "Item 7.\n Management\u2019s Discussion and Analysis of\n Financial Condition and Results of Operations\n \nThe following discussion of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and\n \nrelated notes contained in Item 8. Financial Statements and Supplementary Data of this annual report on Form 10-K. See \u201cRisk Factors\u201d contained in Item 1A. Risk\n \nFactors of this annual report on Form 10-K and \u201cCautionary Statement\u201d contained in Item 1. Business of this annual report on Form 10-K for a discussion of the\n \nuncertainties, risks and assumptions associated with these statements.\n \nOVERVIEW\n \nWe are a leading supplier and manufacturer of building materials, manufactured components and construction services to professional contractors, sub-\ncontractors and consumers. The Company operates approximately 570 locations in 43 states across the U.S. Given the span and depth of our geographical reach, our\n \nlocations are organized into three geographical divisions (East, Central, and West), which are also our operating segments. All of our segments have similar\n \ncustomers, products and services, and distribution methods. Due to the similar economic characteristics, categories of products, distribution methods and customers,\n \nour operating segments are aggregated into one reportable segment.\n \nWe offer an integrated solution to our customers by providing manufacturing, supply, and installation of a full range of structural and related building\n \nproducts. Our manufactured products include our factory-built roof and floor trusses, wall panels, vinyl windows, custom millwork and trim, as well as engineered\n \nwood that we design, cut, and assemble for each home. We also assemble interior and exterior doors into pre-hung units. Additionally, we supply our customers with\n \na broad offering of professional grade building products not manufactured by us, such as dimensional lumber and lumber sheet goods, various window, door and\n \nmillwork lines along with other various building products. Our full range of construction-related services includes professional installation, turn-key framing and shell\n \nconstruction, and spans all of our product categories.\n \nWe group our building products into four product categories:\n\u2022\nLumber and Lumber Sheet Goods.\n Lumber and lumber sheet goods include dimensional lumber, plywood, and OSB products used in on-site house framing.\n \n\u2022\nManufactured Products.\n Manufactured products consist of wood floor and roof trusses, wall panels, and engineered wood.\n\u2022\nWindows, Doors and Millwork. \nWindows and doors are comprised of the manufacturing, assembly, and distribution of windows and the assembly and\n \ndistribution of interior and exterior door units. Millwork includes interior trim and custom features that we manufacture, such as intricate mouldings, stair parts,\n \nand columns.\n \n\u2022\nSpecialty Building Products and Services.\n Specialty building products and services consist of various products, including vinyl, composite and wood\n \nsiding, exterior trim, metal studs, cement, roofing, insulation, wallboard, ceilings, cabinets, and hardware. This category also includes services such as turn-\nkey framing, shell construction, design assistance and professional installation of products spanning all of our product categories. We also offer software\n \nproducts through our Paradigm subsidiary, including drafting, estimating, quoting, and virtual home design services, which provide software solutions to\n \nretailers, distributors, manufacturers and homebuilders that help them boost sales, reduce costs, and become more competitive.\nOur operating results are dependent on the following trends, strategies, events and uncertainties, some of which are beyond our control:\n \n\u2022\nHomebuilding Industry and Market Competition. \nOur business is driven primarily by the residential new construction market and the residential repair and\n \nremodel market, which are in turn dependent upon a number of factors, including demographic trends, interest rates, consumer confidence, employment rates,\n \nhousing affordability, household formation, land development costs, the availability of skilled construction labor, rising inflationary pressures, mortgage\n \nmarkets and the health of the economy. Many factors have impacted and may continue to impact our sales and gross margins, including continued\n \nconsolidation within the building products supply industry, increased competition for homebuilder business, supply chain constraints and cyclical\n \nfluctuations in commodity prices. Moreover, our industry remains highly fragmented and competitive, and we will continue to face significant competition\n \nfrom local and regional suppliers. As various current market dynamics, including inflationary pressures, mortgage rate increases and shifts in housing\n \naffordability improve, industry forecasters, including the National Association of Home Builders (\u201cNAHB\u201d), expect to see housing demand increase in the\n \nnear-term. Despite recent tempered market conditions, we believe the housing industry remains underbuilt and that there are several meaningful trends that\n \nindicate U.S. housing demand will continue to be strong over the long-term, including the aging of housing stock and normal population growth due to\n \nimmigration and birthrate exceeding death rate.\n27", + "708099a4-7be9-4fff-99dc-dd01c1bdc785": "\u2022\nTargeting Large Production Homebuilders.\n The homebuilding industry continues to undergo consolidation, and the larger homebuilders continue to\n \nincrease their market share. We expect that trend to continue as larger homebuilders have better liquidity and land positions relative to the smaller, less\n \ncapitalized homebuilders. Our focus is on maintaining relationships and market share with these customers while balancing the competitive pressures we face\n \nin servicing large homebuilders with certain profitability expectations. Additionally, we have been successful in expanding our custom homebuilder base while\n \nmaintaining acceptable credit standards.\n\u2022\nRepair and remodel end market\n. While influenced by housing starts to a lesser degree than the homebuilding market, the repair and remodel market is still\n \ndependent upon some of the same factors, including demographic trends, interest rates, consumer confidence, employment rates, the health of the economy\n \nand home financing markets. As a result of these pressures, we may experience reduced sales demand, challenges in the supply chain, increased margin\n \npressures and/or increased operating costs in this area of our business. We expect that our ability to remain competitive in this space will depend on our\n \ncontinued ability to provide a high level of customer service coupled with a broad product offering.\n \n\u2022\nUse of Prefabricated Components. \nHomebuilders are increasingly using prefabricated components in order to realize increased efficiency, overcome skilled\n \nconstruction labor shortages and improve quality. Shortening cycle time from start to completion is a key imperative of the homebuilders during periods of\n \nstrong consumer demand. As the availability of skilled construction labor remains limited, we continue to see the demand for prefabricated components\n \nincreasing within the residential new construction market.\n\u2022\nEconomic Conditions.\n Economic changes both nationally and locally in our markets impact our financial performance. The building products supply industry\n \nis highly dependent upon new home construction and, to a lesser extent, repair and remodel activities, and is subject to cyclical market changes. Our\n \noperations are subject to fluctuations arising from changes in supply and demand, national and local economic conditions, labor costs and availability,\n \ncompetition, government regulation, trade policies, rising inflation and other factors that affect the homebuilding industry, such as demographic trends,\n \nincreasing interest rates, housing starts, the high cost of land development, employment levels, consumer confidence, and the availability of credit to\n \nhomebuilders, contractors, and homeowners. Disruptions and uncertainties as a result of a number of unforeseen environmental, social, economic or other\n \nfactors, may have a significant impact on our future operating results.\n\u2022\nHousing Affordability.\n \nThe affordability of housing can be a key driver in demand for our products. Home affordability is influenced by a number of\n \neconomic factors, such as the level of employment, consumer confidence, consumer income, supply of houses, the availability of financing and interest rates.\n \nChanges in the inventory of available homes and other economic factors relative to home prices could result in changes to the affordability of homes. As a\n \nresult, homebuyer demand may shift toward smaller or larger homes creating fluctuations in demand for our products.\n\u2022\nCost and/or Availability of Materials. \nPrices of building materials, including wood products, are subject to cyclical market fluctuations, which may adversely\n \nimpact operating income when prices rapidly rise or fall within a relatively short period of time. We purchase materials which are then sold to customers as well\n \nas used as direct production inputs for our manufactured and prefabricated products. Short-term changes in the cost and/or availability of these materials,\n \nsome of which are subject to significant fluctuations, are often passed on to our customers, but our pricing quotation periods and market competition may\n \nlimit our ability to pass on such price changes. We may also be limited in our ability to pass on increases on in-bound freight costs on our products. We may\n \nalso experience challenges sourcing suitable products for our customers and may be forced to provide alternative materials as substitution for contracted\n \norders. Our inability to pass on material price increases to our customers could adversely impact our operating results.\n\u2022\nControlling Expenses. \nAnother important aspect of our strategy is controlling costs and striving to be a low total-cost building materials supplier in the\n \nmarkets we serve. We closely manage our working capital and operating expenses, and we pay careful attention to our logistics function and its effect on our\n \nshipping and handling costs. However, we do have significant fixed costs and declines in our customer demand could have an adverse impact on our\n \noperating results.\n \n\u2022\nMultifamily and Light Commercial Business. \nOur primary focus has been on single-family residential new construction and the repair and remodel end\n \nmarket.", + "57fabb58-a95e-4baa-9b46-47c854e9437d": "We may also be limited in our ability to pass on increases on in-bound freight costs on our products. We may\n \nalso experience challenges sourcing suitable products for our customers and may be forced to provide alternative materials as substitution for contracted\n \norders. Our inability to pass on material price increases to our customers could adversely impact our operating results.\n\u2022\nControlling Expenses. \nAnother important aspect of our strategy is controlling costs and striving to be a low total-cost building materials supplier in the\n \nmarkets we serve. We closely manage our working capital and operating expenses, and we pay careful attention to our logistics function and its effect on our\n \nshipping and handling costs. However, we do have significant fixed costs and declines in our customer demand could have an adverse impact on our\n \noperating results.\n \n\u2022\nMultifamily and Light Commercial Business. \nOur primary focus has been on single-family residential new construction and the repair and remodel end\n \nmarket. However, through recent acquisitions we have expanded our operational footprint in the multifamily market, predominantly five-story and smaller,\n \nwood construction, and the light commercial market, growing our value-add components and millwork product offerings in this end market. We will continue\n \nto identify opportunities for profitable growth in these areas.\n28", + "3ca83aa2-06a4-4891-a3e8-43379fdcdc83": "\u2022\nCapital Structure. \nWe strive to optimize our capital structure to ensure that our financial needs are met in light of economic conditions, business activities,\n \norganic investments, opportunities for growth through acquisition and the overall risk characteristics of our underlying assets. In addition to these factors, we\n \nalso evaluate our capital structure on the basis of our leverage ratio, our liquidity position, our debt maturity profile, our market capitalization, and market\n \ninterest rates. As such, we may enter into various debt or equity transactions to appropriately manage and optimize our capital structure and liquidity needs.\nRECENT DEVELOPMENTS\n \nBusiness Combinations\nDuring 2023 we completed a number of acquisitions for a combined $252.5 million purchase price, net of cash acquired, including the acquisitions of (i) Noltex\n \nTruss and its affiliates (\u201cNoltex\u201d), (ii) Builders Millwork and Supply, Inc. (\u201cBMS\u201d) (iii) J.B. Millworks, LLC (\u201cJBM\u201d), (iv) Church and Church, Inc. (\u201cChurch\u2019s\u201d), (v)\n \nFranks Cash and Carry, Inc. (\u201cFCC\u201d), (vi) Standale Lumber, LLC and Granville Lumber Co., LLC (\u201cStandale\u201d), and (vii) Encore Performance, LLC (\u201cEncore\u201d).\nThese acquisitions further expand our market footprint and provide additional operations in our value-add product categories and our multifamily customer\n \nsegment and are further described in Note 3 to the consolidated financial statements included in Item 8 of this annual report on Form 10-K.\n \nCompany Shares Repurchases\n \nUnder share repurchase programs authorized by the board of directors since August 2021, the Company has repurchased a total of 87.1 million shares of\n \ncommon stock, or 42.2% of the Company\u2019s total shares outstanding, at an average price of $70.27, inclusive of fees and taxes, including 17.8 million shares of common\n \nstock at an average price of $100.49, inclusive of fees and taxes, in 2023. As of December 31, 2023, the Company had $200.5 million authorization remaining under its\n \ncurrent share repurchase program.\n \nOn February 21, 2024, the Company\u2019s Board of Directors authorized the repurchase of up to $1.0 billion of the Company\u2019s outstanding shares of common\n \nstock, inclusive of the approximately $200 million remaining outstanding in the prior share repurchase plan authorized in April 2023.\nDebt Transactions\nOn January 17 and April 3, 2023, the Company amended the Revolving facility to extend the maturity to January 17, 2028, and to include additional pricing tiers\n \nfor the applicable margin.\n \nThese transactions are described further in Note 8 to the consolidated financial statements included in Item 8 of this annual report on Form 10-K. Collectively,\n \nthese transactions have extended our debt maturity. From time to time, based on market conditions and other factors and subject to compliance with applicable laws\n \nand regulations, the Company may repurchase or call our notes, repay debt, repurchase shares of our common stock or otherwise enter into transactions regarding its\n \ncapital structure.\n29", + "551d7df2-c5f6-4646-ac5f-989f584070cf": "CURRENT OPERATING CONDITIONS AND OUTLOOK\n \nAccording to the U.S. Census Bureau, actual U.S. total housing starts for the year ended December 31, 2023, were 1.4 million, a decrease of 9.0% compared to\n \nthe year ended December 31, 2022. Actual U.S. single-family housing starts for the year ended December 31, 2023, were 0.9 million, a decrease of 6.0% compared to the\n \nyear ended December 31, 2022. A composite of third-party sources, including the NAHB, are forecasting 1.4 million U.S. total housing starts and 1.0 million U.S.\n \nsingle-family housing starts for 2024, which is relatively flat and an increase of 4.7%, respectively, from 2023. In addition, in its September 2023 semi-annual forecast,\n \nthe Home Improvement Research Institute (\u201cHIRI\u201d) forecasted sales in the professional repair and remodel end market to increase 1.3% in 2024 compared to 2023.\nWe believe the long-term outlook for the housing industry is positive and that the housing industry remains underbuilt due to growth in the underlying\n \ndemographics compared to historical new construction levels. However, uncertainty around interest rates and inflation may continue to dampen near-term housing\n \nindustry demand as homes are less affordable for consumers, investors and builders. We believe we are well-positioned to take advantage of the construction\n \nactivity in our markets and to increase our market share, which may include strategic acquisitions. We will continue to focus on working capital by closely monitoring\n \nthe credit exposure of our customers, remaining focused on maintaining the right level of inventory and by working with our vendors to improve payment terms. We\n \nstrive to achieve the appropriate balance of short-term expense control while maintaining the expertise and capacity to grow the business as market conditions\n \nexpand.\n \nRESULTS OF OPERATIONS\n \nA discussion regarding our financial condition and results of operations for the year ended December 31, 2023, compared to the year ended December 31,\n \n2022, is presented below. A discussion regarding our financial condition and results of operations for the year ended December 31, 2022, compared to the year ended\n \nDecember 31, 2021, can be found under Item 7 of Part II of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on\n \nFebruary 28, 2023.\n \n \n2023 Compared with 2022\n \nThe following table sets forth the percentage relationship to net sales of certain costs, expenses and income items for the years ended December 31:\n \n \n \n2023\n \n \n2022\n \nNet sales\n \n \n100.0\n%\n \n \n100.0\n%\nCost of sales\n \n \n64.8\n%\n \n \n65.9\n%\nGross margin\n \n \n35.2\n%\n \n \n34.1\n%\nSelling, general and administrative expenses\n \n \n22.4\n%\n \n \n17.5\n%\nIncome from operations\n \n \n12.8\n%\n \n \n16.6\n%\nInterest expense, net\n \n \n1.1\n%\n \n \n0.9\n%\nIncome tax expense\n \n \n2.6\n%\n \n \n3.6\n%\nNet income\n \n \n9.1\n%\n \n \n12.1\n%\n \nNet Sales. \nNet sales for the year ended December 31, 2023, were $17.1 billion, a 24.8% decrease from net sales of $22.7 billion for 2022. Net sales decreased\n \nprimarily as a result of a core organic sales decrease of 17.3% and a commodity price deflation decrease of 11.1%, partially offset by sales growth from acquisitions of\n \n3.6%.", + "695a4859-de04-4726-b7ae-dafee5903250": "Net sales for the year ended December 31, 2023, were $17.1 billion, a 24.8% decrease from net sales of $22.7 billion for 2022. Net sales decreased\n \nprimarily as a result of a core organic sales decrease of 17.3% and a commodity price deflation decrease of 11.1%, partially offset by sales growth from acquisitions of\n \n3.6%.\n \nThe following table shows net sales classified by major product category for the years ended December 31:\n \n \n \n2023\n \n \n2022\n \n \n \n \n \nNet Sales\n \n \n% of Net\n \nSales\n \n \nNet Sales\n \n \n% of Net\n \nSales\n \n \n% Change\n \n \n(in millions)\n \n \n \n \n \n(in millions)\n \n \n \n \n \n \n \nLumber and lumber sheet goods\n$\n4,128.9\n \n \n \n24.1\n%\n \n$\n8,086.8\n \n \n \n35.6\n%\n \n \n(48.9\n)%\nManufactured products\n \n4,700.7\n \n \n \n27.5\n%\n \n \n5,675.7\n \n \n \n24.9\n%\n \n \n(17.2\n)%\nWindows, doors and millwork\n \n4,289.1\n \n \n \n25.1\n%\n \n \n4,653.3\n \n \n \n20.5\n%\n \n \n(7.8\n)%\nSpecialty building products and services\n \n3,978.6\n \n \n \n23.3\n%\n \n \n4,310.6\n \n \n \n19.0\n%\n \n \n(7.7\n)%\nNet sales\n$\n17,097.3\n \n \n \n100.0\n%\n \n$\n22,726.4\n \n \n \n100.0\n%\n \n \n(24.8\n)%\n \n We experienced decreased net sales in all of our product categories primarily due to a slow-down in single-family housing starts throughout the year,\n \nresulting in a decline in core organic sales, and commodity price deflation.\n \n30", + "99d53357-b1f5-447e-92b1-995d56639f38": "Gross Margin. \nGross margin decreased $1.7 billion to $6.0 billion due to decreased sales. Our gross margin percentage increased to 35.2% in 2023 from 34.1%\n \nin 2022, a 1.1% increase.\n \nThis increase was attributable to an improved product mix toward our value-add products, including recent strategic investments in\n \nmultifamily value-add operations.\nSelling, General and Administrative Expenses. \nSelling, general and administrative expenses decreased $0.1 billion, or 3.5%. This decrease in expenses was\n \nprimarily due to decreased variable compensation costs related to decreased sales and profitability, and reduced expense related to customer reserves, partially offset\n \nby additional operating expenses from locations acquired within the last twelve months.\n \nAs a percentage of net sales, selling, general and administrative expenses increased to 22.4% from 17.5% in 2022. This increase was primarily due to decreased\n \ncost leverage on lower net sales during the period.\n \nInterest Expense, Net. \nInterest expense, net was $192.1 million in 2023, a decrease of $6.3 million from 2022. Interest expense decreased primarily due to the\n \n$27.4 million loss on extinguishment recognized in 2022, partially offset by higher debt balances and average interest rates in 2023 compared to 2022.\nIncome Tax Expense. \nWe recorded income tax expense of $443.6 million during the year ended December 31, 2023, compared to income tax expense of $822.5\n \nmillion during the year ended December 31, 2022, a decrease of $378.9 million, driven by a decrease in income before income taxes in the current period. Our effective\n \ntax rate was 22.4% in 2023 and 23.0% in 2022. Our effective tax rate was favorably affected in 2023 by the impact of federal and state tax credits on decreased tax\n \nexpense.\n \nLIQUIDITY AND CAPITAL RESOURCES\n \nOur primary capital requirements are to fund working capital needs and operating expenses, meet required interest and principal payments, and to fund capital\n \nexpenditures and potential future growth opportunities. Our capital resources at December 31, 2023, consist of cash on hand and borrowing availability under our\n \nRevolving facility.\n \nOur Revolving facility will be primarily used for working capital, general corporate purposes, and funding capital expenditures and growth opportunities. In\n \naddition, we may use the Revolving facility to assist debt consolidation. Availability under the Revolving facility is determined by a borrowing base. Our borrowing\n \nbase consists of trade accounts receivable, inventory, other receivables which include progress billings and credit card receivables, and qualified cash that all meet\n \nspecific criteria contained within the credit agreement, minus agent specified reserves. Net excess borrowing availability is equal to the maximum borrowing amount\n \nminus outstanding borrowings and letters of credit.\n \nThe following table shows our borrowing base and excess availability as of December 31, 2023, and 2022:\n \n \n \nDecember 31,\n2023\n \n \nDecember 31,\n2022\n \n \n \n(in millions)\n \nAccounts receivable availability\n \n$\n923.8\n \n \n$\n841.1\n \nInventory availability\n \n \n920.8\n \n \n \n1,064.7\n \nOther receivables availability\n \n \n65.1\n \n \n \n48.1\n \nGross availability\n \n \n1,909.7\n \n \n \n1,953.9\n \nLess:\n \n \n \n \n \n \nAgent reserves\n \n \n(39.8\n)\n \n \n(64.7\n)\nPlus:\n \n \n \n \n \n \nCash in qualified accounts\n \n \n13.3\n \n \n \n10.9\n \nBorrowing base\n \n \n1,883.2\n \n \n \n1,900.1\n \nAggregate revolving commitments\n \n \n1,800.0\n \n \n \n1,800.0\n \nMaximum borrowing amount (lesser of borrowing base and \n aggregate revolving commitments)\n \n \n1,800.0\n \n \n \n1,800.0\n \nLess:\n \n \n \n \n \n \nOutstanding borrowings\n \n \n(464.0\n)\n \n \n(264.0\n)\nLetters of credit\n \n \n(70.3\n)\n \n \n(128.9\n)\nNet excess borrowing availability on revolving facility\n \n$\n1,265.7\n \n \n$\n1,407.1\n \n \nAs of December 31, 2023, we had $464.0 million in outstanding borrowings under our Revolving facility and our net excess borrowing availability was $1.3\n \nbillion after being reduced by outstanding letters of credit of $70.3 million. Excess availability must\n \n31", + "026e06c9-72dc-4f12-8309-e891a3e0cf44": "equal or exceed a minimum specified amount, currently $180.0 million, or we are required to meet a fixed charge coverage ratio of 1:00 to 1:00. We were not in violation\n \nof any covenants or restrictions imposed by any of our debt agreements at December 31, 2023.\n \nLiquidity\nOur liquidity at December 31, 2023, was $1.3 billion, which consists of net borrowing availability under the Revolving facility and cash on hand.\n \nOur level of indebtedness results in significant interest expense and could have the effect of, among other things, reducing our flexibility to respond to\n \nchanging business and economic conditions. From time to time, based on market conditions and other factors and subject to compliance with applicable laws and\n \nregulations, the Company may repurchase or call our notes, repay debt, or otherwise enter into transactions regarding its capital structure.\nShould the current industry conditions deteriorate or we pursue additional acquisitions, we may be required to raise additional funds through the sale of\n \ncapital stock or debt in the public capital markets or in privately negotiated transactions. There can be no assurance that any of these financing options would be\n \navailable on favorable terms, if at all. Alternatives to help supplement our liquidity position could include, but are not limited to, idling or permanently closing\n \nadditional facilities, adjusting our headcount in response to current business conditions, attempts to renegotiate leases, managing our working capital and/or\n \ndivesting of non-core businesses. There are no assurances that these steps would prove successful or materially improve our liquidity position.\n \nConsolidated Cash Flows\n \nA discussion regarding our consolidated cash flows for the year ended December 31, 2023, compared to the year ended December 31, 2022, is presented\n \nbelow. A discussion regarding our consolidated cash flows for the year ended December 31, 2022, compared to the year ended December 31, 2021, can be found\n \nunder Item 7 of Part II of our Annual Report on Form 10-K filed with the SEC on February 28, 2023.\n \n2023 Compared with 2022\nCash provided by operating activities was $2.3 billion in 2023 compared to cash provided by operating activities of $3.6 billion in 2022. The decrease in cash\n \nprovided by operating activities was largely the result of a decrease in net income in 2023 of $1.2 billion.\n \nFor the year ended December 31, 2023, compared to the prior year ended December 31, 2022, the Company used cash to invest $0.3 billion less, primarily due to\n \n$0.4 billion less spent on acquisitions, offset by $0.1 billion more as a net investment in property, plant and equipment.\n \nCash used in financing activities was $1.7 billion in 2023 which consisted primarily of $1.8 billion in repurchases of common stock, partially offset by $0.2\n \nbillion in net borrowings on the Revolving facility. Cash used in financing activities was $2.6 billion for 2022 which consisted primarily of $2.6 billion in repurchases of\n \ncommon stock, $0.6 billion to redeem the outstanding 6.75% senior secured notes due 2027 (\u201c2027 notes\u201d), and net paydowns on the Revolving facility of $0.3 billion,\n \noffset by net proceeds from the issuance of $0.7 billion of 6.375% senior unsecured notes due 2032 (\u201c6.375% 2032 notes\u201d) and the issuance $0.3 billion of 4.25%\n \nsenior unsecured notes due 2032 (\u201c4.25% 2032 notes,\u201d and together with the 6.375% 2032 notes, the \u201c2032 notes\u201d).\n \nThese transactions are described in Note 8 to the consolidated financial statements included in Item 8 of this annual report on Form 10-K.\n \nCapital Expenditures\n \nCapital expenditures vary depending on prevailing business factors, including current and anticipated market conditions. Historically, capital expenditures\n \nhave, for the most part, remained at relatively low levels in comparison to the operating cash flows generated during the corresponding periods. We expect our 2024\n \ncapital expenditures to be in the range of $400 million to $500 million primarily related to rolling stock, equipment and facility expansion and improvements to support\n \nour operations.\n \n32", + "8bb88ca5-f077-44f4-a562-cbbfa17d4949": "CRITICAL ACCOUNTING POLICIES AND ESTIMATES\n \nCritical accounting policies are those that both are important to the accurate portrayal of a company\u2019s financial condition and results, and require subjective or\n \ncomplex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.\n \nIn order to prepare financial statements that conform to generally accepted accounting principles (\u201cGAAP\u201d), we make estimates and assumptions that affect\n \nthe amounts reported in our financial statements and accompanying notes. Certain estimates are particularly sensitive due to their significance to the financial\n \nstatements and the possibility that future events may be significantly different from our expectations.\n \nWe have identified the following accounting policy that requires us to make the most subjective or complex judgments in order to fairly present our\n \nconsolidated financial position and results of operations.\n \nGoodwill\nGoodwill represents the excess of the amount we paid to acquire businesses over the estimated fair value of tangible assets and identifiable intangible assets\n \nacquired, less liabilities assumed. At December 31, 2023, our goodwill balance was $3.6 billion, representing 33.9% of our total assets.\n \n We test goodwill for impairment in the fourth quarter of each year or at any other time when impairment indicators exist. Examples of such indicators that\n \ncould cause us to test goodwill for impairment between annual tests, include a significant change in the business climate, unexpected competition or a significant\n \ndeterioration in market share. We may also consider market capitalization relative to our net assets. Housing starts are a significant sales driver for us. If there is a\n \nsignificant decline or an expected decline in housing starts, this could adversely affect our expectations for a reporting unit and the value of that reporting unit.\n \nThe process of evaluating goodwill for impairment involves the determination of the fair value of our reporting units. Our reporting units are aligned with our\n \nthree geographical divisions which are also determined to be our operating segments. In evaluating goodwill for impairment, the Company first assesses qualitative\n \nfactors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If we conclude that it is more likely than\n \nnot that the fair value of the reporting unit is not less than its carrying amount, then no further testing of the goodwill is required.\nHowever, if we determine that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, we perform a quantitative\n \ngoodwill impairment test. This test identifies both the existence of and the amount of goodwill impairment by comparing the fair value of a reporting unit to its\n \ncarrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill is not impaired. If the carrying amount of a reporting\n \nunit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the amount of goodwill allocated to that reporting unit.\n \nWe assessed our goodwill balance at December 31, 2023, using a quantitative assessment. In performing the quantitative impairment test at December 31,\n \n2023, we developed the fair value using a discounted cash flow methodology. Inherent in such fair value determinations are significant assumptions relating to future\n \ncash flows, expected future revenues, expected future profitability, the discount rate, the terminal value, and our interpretation of current economic indicators and\n \nmarket conditions and their impact on our strategic plans and operations. Due to the uncertainties associated with such estimates, interpretations and assumptions,\n \nactual results could differ from projected results, which could result in impairment of goodwill being recorded.\n \nSignificant information and assumptions utilized in estimating future cash flows for quantitative goodwill impairment analyses include projections of revenue\n \ngrowth utilizing publicly available industry information such as lumber commodity prices and housing start forecasts developed by industry forecasters, including\n \nthe NAHB. Expected future profitability reflects current headcount levels and cost structure and are flexed in future years based upon historical trends at various\n \nrevenue levels. Long-term growth was based on terminal value earnings before interest, taxes, depreciation and amortization (\u201cEBITDA\u201d) multiples to reflect the\n \nrelevant expected acquisition prices. The discount rate used is intended to reflect the weighted average cost of capital for a potential market participant and includes\n \nall risks of ownership and the associated risks of realizing the stream of projected future cash flows. Decreasing the long-term growth EBITDA multiple or increasing\n \nthe discount rate would not have changed the results of our impairment testing.\n \nAt December 31, 2023, the fair values of each of our reporting units were substantially in excess of their respective carrying amounts.", + "96c8ab79-ecca-400b-b225-408dfd84b820": "Expected future profitability reflects current headcount levels and cost structure and are flexed in future years based upon historical trends at various\n \nrevenue levels. Long-term growth was based on terminal value earnings before interest, taxes, depreciation and amortization (\u201cEBITDA\u201d) multiples to reflect the\n \nrelevant expected acquisition prices. The discount rate used is intended to reflect the weighted average cost of capital for a potential market participant and includes\n \nall risks of ownership and the associated risks of realizing the stream of projected future cash flows. Decreasing the long-term growth EBITDA multiple or increasing\n \nthe discount rate would not have changed the results of our impairment testing.\n \nAt December 31, 2023, the fair values of each of our reporting units were substantially in excess of their respective carrying amounts. Factors that could\n \nnegatively impact the estimated fair value of our reporting units and potentially trigger impairment include, but are not limited to, unexpected competition, lower than\n \nexpected housing starts, an increase in market participant weighted average cost of capital, increases in material or labor cost, and/or significant declines in our\n \nmarket capitalization. Future impairment of goodwill would have the effect of decreasing our earnings or increasing our losses in such period but would not impact\n \nour current\n \n33", + "29e50959-d238-4de2-8745-89b3103642b0": "outstanding debt obligations or compliance with covenants contained in the related debt agreements. We did not have any goodwill impairments in 2023, 2022 or\n \n2021.\nRECENTLY ISSUED ACCOUNTING STANDARDS\n \nInformation regarding recent accounting pronouncements is discussed in Note 2 to the consolidated financial statements included in Item 8 of this annual\n \nreport on Form 10-K.\nI\ntem 7A.\n Quantitative and Qualitative Disclosures about Market Risk\n \nWe may experience changes in interest expense if changes in our debt occur. Changes in market interest rates could also affect our interest expense. Our\n \n5.00% unsecured senior notes due 2030 (\u201c2030 notes\u201d), 4.25% 2032 notes, and 6.375% 2032 notes bear interest at a fixed rate, and therefore our interest expense\n \nrelated to these notes would not be affected by an increase in market interest rates. Borrowings under the Revolving facility bear interest at either a base rate or\n \nsecured overnight financing rate (\u201cSOFR\u201d), plus, in each case, an applicable margin. A 1.0% increase in interest rates on the Revolving facility would result in $4.6\n \nmillion in additional interest expense annually based on our $464.0 million in outstanding borrowings as of December 31, 2023. The Revolving facility also assesses\n \nvariable commitment and outstanding letter of credit fees based on quarterly average loan utilization.\n \nWe purchase certain materials, including lumber products, which are then sold to customers as well as used as direct production inputs for our manufactured\n \nproducts that we deliver. Short-term changes in the cost of these materials and the related in-bound freight costs, some of which are subject to significant\n \nfluctuations, are sometimes, but not always, passed on to our customers. Delays in our ability to pass on material price increases to our customers can adversely\n \nimpact our operating results.\n \n34", + "f3ce10f2-9e42-41b6-b98c-cbe25e71be56": "Item 8. Financial Statemen\nts and Supplementary Data\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\n \n \nReport of Independent Registered Public Accounting Firm \u2013 PCAOB ID \n238\n \n36\nConsolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021\n \n38\nConsolidated Balance Sheets at December 31, 2023, and 2022\n \n39\nConsolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021\n \n40\nConsolidated Statements of Changes in Stockholders\u2019 Equity for the years ended December 31, 2023, 2022 and 2021\n \n41\nNotes to Consolidated Financial Statements\n \n42\n \n \n \n35", + "d3371924-ccfe-45b8-ad6a-cc5d4214c470": "Report of Independent Registered Public Accounting Firm\n \nTo the Board of Directors and Stockholders of Builders FirstSource, Inc.\n \nOpinions on the Financial Statements and Internal Control over Financial Reporting\n \nWe have audited the accompanying consolidated balance sheets of Builders FirstSource, Inc. and its subsidiaries (the \u201cCompany\u201d) as of December 31, 2023 and 2022,\n \nand the related consolidated statements of operations, of changes in stockholders' equity and of cash flows for each of the three years in the period ended December\n \n31, 2023, including the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d). We also have audited the Company's internal control over\n \nfinancial reporting as of December 31, 2023, based on criteria established in \nInternal Control - Integrated Framework \n(2013) issued by the Committee of Sponsoring\n \nOrganizations of the Treadway Commission (COSO).\n \n \nIn our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31,\n \n2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting\n \nprinciples generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over\n \nfinancial reporting as of December 31, 2023, based on criteria established in \nInternal Control - Integrated Framework \n(2013) issued by the COSO.\n \n \nBasis for Opinions\n \nThe Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its\n \nassessment of the effectiveness of internal control over financial reporting, included in Management\u2019s Report on Internal Control over Financial Reporting appearing\n \nunder Item 9A. Our responsibility is to express opinions on the Company\u2019s consolidated financial statements and on the Company's internal control over financial\n \nreporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are\n \nrequired to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities\n \nand Exchange Commission and the PCAOB.\n \n \nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable\n \nassurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control\n \nover financial reporting was maintained in all material respects.\n \n \nOur audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial\n \nstatements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence\n \nregarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant\n \nestimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial\n \nreporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and\n \nevaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we\n \nconsidered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.\n \n \nDefinition and Limitations of Internal Control over Financial Reporting\n \nA company\u2019s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the\n \npreparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company\u2019s internal control over financial\n \nreporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions\n \nand dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial\n \nstatements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with\n \nauthorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized\n \nacquisition, use, or disposition of the company\u2019s assets that could have a material effect on the financial statements.\n \n \nBecause of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of\n \neffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with\n \nthe policies or procedures may deteriorate.\n \n \n36", + "dd4c649f-7496-4b69-b7b5-a2c41a727e79": "Critical Audit Matters\n \nThe critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or\n \nrequired to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii)\n \ninvolved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the\n \nconsolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical\n \naudit matter or on the accounts or disclosures to which it relates.\n \n \nRevenue Recognition \u2013 Distribution Sales\n \n \nAs described in Note 2 to the consolidated financial statements, the Company recognized consolidated net sales of $17.1 billion for the year ended December 31,\n \n2023, a majority of which pertains to distribution sales. Revenue is recognized as performance obligations are satisfied by transferring control of a promised good or\n \nservice to a customer in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Distribution sales typically\n \nconsist of the sale of building products the Company manufactures and the resale of purchased building products. The Company recognizes revenue related to\n \ndistribution sales at a point in time upon delivery of the ordered goods to their customers. Payment terms related to distribution sales are not significant as payment\n \nis generally received shortly after the point of sale.\n \n \nThe principal consideration for our determination that performing procedures relating to revenue recognition for distribution sales is a critical audit matter is a high\n \ndegree of auditor effort in performing procedures related to the Company\u2019s distribution sales.\n \n \nAddressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial\n \nstatements. These procedures included testing the effectiveness of controls relating to the revenue recognition process. These procedures also included, among\n \nothers (i) testing, on a sample basis, revenue recognized by obtaining and inspecting source documents, such as purchase orders, invoices, proof of delivery, and\n \ncash receipts or third party confirmations and (ii) testing, on a sample basis, outstanding accounts receivable balances as of December 31, 2023 by obtaining and\n \ninspecting source documents, such as purchase orders, invoices, proof of delivery or services performed, and subsequent cash receipts.\n \n \n/s/ \nPricewaterhouseCoopers LLP\n \nDallas, Texas\nFebruary 22, 2024\n \nWe have served as the Company\u2019s auditor since 1999.\n \n \n37", + "6380374f-9fba-4f86-bc23-91ff939d070a": "BUILDERS FIRSTSOURCE, INC. AND SUBSIDIARIES\n \nCONSOLIDATED STATEMENTS OF OPERATIONS\n \n \n \nYears Ended December 31,\n \n(in thousands, except per share amounts)\n \n2023\n \n \n2022\n \n \n2021\n \nNet sales\n \n$\n17,097,330\n \n \n$\n22,726,418\n \n \n$\n19,893,856\n \nCost of sales\n \n \n11,084,996\n \n \n \n14,982,039\n \n \n \n14,042,900\n \nGross margin\n \n \n6,012,334\n \n \n \n7,744,379\n \n \n \n5,850,956\n \nSelling, general and administrative expenses\n \n \n3,836,015\n \n \n \n3,974,173\n \n \n \n3,463,532\n \nIncome from operations\n \n \n2,176,319\n \n \n \n3,770,206\n \n \n \n2,387,424\n \nInterest expense, net\n \n \n192,115\n \n \n \n198,373\n \n \n \n135,877\n \nIncome before income taxes\n \n \n1,984,204\n \n \n \n3,571,833\n \n \n \n2,251,547\n \nIncome tax expense\n \n \n443,649\n \n \n \n822,464\n \n \n \n526,131\n \nNet income\n \n$\n1,540,555\n \n \n$\n2,749,369\n \n \n$\n1,725,416\n \n \n \n \n \n \n \n \n \n \n \nNet income per share:\n \n \n \n \n \n \n \n \n \nBasic\n \n$\n12.06\n \n \n$\n16.98\n \n \n$\n8.55\n \nDiluted\n \n$\n11.94\n \n \n$\n16.82\n \n \n$\n8.48\n \nWeighted average common shares:\n \n \n \n \n \n \n \n \n \nBasic\n \n \n127,777\n \n \n \n161,960\n \n \n \n201,839\n \nDiluted\n \n \n128,998\n \n \n \n163,481\n \n \n \n203,470\n \n \nThe accompanying notes are an integral part of these consolidated financial statements.\n \n \n \n38", + "477e4aaa-757e-49ce-8540-83acb105792c": "BUILDERS FIRSTSOURCE, INC. AND SUBSIDIARIES\n \nC\nONSOLIDATED BALANCE SHEETS\n(in thousands, except per share amounts)\n \nDecember 31,\n2023\n \n \nDecember 31,\n2022\n \nASSETS\n \n \n \n \n \n \nCurrent assets:\n \n \n \n \n \n \nCash and cash equivalents\n \n$\n66,156\n \n \n$\n80,445\n \nAccounts receivable, less allowances of $\n42,488\n and $\n67,980\n, respectively\n \n \n1,436,917\n \n \n \n1,448,139\n \nOther receivables\n \n \n290,310\n \n \n \n234,966\n \nInventories, net\n \n \n1,228,265\n \n \n \n1,426,196\n \nContract assets\n \n \n165,677\n \n \n \n183,700\n \nOther current assets\n \n \n113,403\n \n \n \n124,201\n \nTotal current assets\n \n \n3,300,728\n \n \n \n3,497,647\n \nProperty, plant and equipment, net\n \n \n1,803,824\n \n \n \n1,567,631\n \nOperating lease right-of-use assets, net\n \n \n502,184\n \n \n \n485,704\n \nGoodwill\n \n \n3,556,556\n \n \n \n3,456,854\n \nIntangible assets, net\n \n \n1,298,173\n \n \n \n1,550,944\n \nOther assets, net\n \n \n37,987\n \n \n \n36,380\n \nTotal assets\n \n$\n10,499,452\n \n \n$\n10,595,160\n \nLIABILITIES AND STOCKHOLDERS' EQUITY\n \n \n \n \n \n \nCurrent liabilities:\n \n \n \n \n \n \nAccounts payable\n \n$\n881,384\n \n \n$\n803,479\n \nAccrued liabilities\n \n \n717,528\n \n \n \n739,009\n \nContract liabilities\n \n \n162,659\n \n \n \n193,178\n \nCurrent portion of operating lease liabilities\n \n \n98,217\n \n \n \n100,758\n \nCurrent maturities of long-term debt\n \n \n3,649\n \n \n \n6,355\n \nTotal current liabilities\n \n \n1,863,437\n \n \n \n1,842,779\n \nNoncurrent portion of operating lease liabilities\n \n \n434,081\n \n \n \n404,463\n \nLong-term debt, net of current maturities, discounts and issuance costs\n \n \n3,177,411\n \n \n \n2,977,842\n \nDeferred income taxes\n \n \n167,199\n \n \n \n269,660\n \nOther long-term liabilities\n \n \n124,973\n \n \n \n137,850\n \nTotal liabilities\n \n \n5,767,101\n \n \n \n5,632,594\n \nCommitments\n and contingencies (Note 13)\n \n \n \n \n \n \nStockholders' equity:\n \n \n \n \n \n \nPreferred stock, $\n0.01\n par value, \n10,000\n shares authorized; \nzero\n shares issued and outstanding\n \n \n\u2014\n \n \n \n\u2014\n \nCommon stock, $\n0.01\n par value, \n300,000\n shares authorized; \n121,857\n and \n138,864\n shares issued and outstanding,\n \nrespectively\n \n \n1,219\n \n \n \n1,389\n \nAdditional paid-in capital\n \n \n4,270,948\n \n \n \n4,257,667\n \nRetained earnings\n \n \n460,184\n \n \n \n703,510\n \nTotal stockholders' equity\n \n \n4,732,351\n \n \n \n4,962,566\n \nTotal liabilities and stockholders' equity\n \n$\n10,499,452\n \n \n$\n10,595,160\n \n \nThe accompanying notes are an integral part of these consolidated financial statements.\n \n \n \n39", + "e3a3e770-529a-4623-a119-f132d7575744": "BUILDERS FIRSTSOURCE, INC. AND SUBSIDIARIES\n \nC\nONSOLIDATED STATEMENTS OF CASH FLOWS\n \n \n \nYear Ended December 31,\n \n(in thousands)\n \n2023\n \n \n2022\n \n \n2021\n \nCash flows from operating activities:\n \n \n \n \n \n \n \n \n \nNet income\n \n$\n1,540,555\n \n \n$\n2,749,369\n \n \n$\n1,725,416\n \nAdjustments to reconcile net income to net cash provided by operating activities:\n \n \n \n \n \n \n \n \n \nDepreciation and amortization\n \n \n558,275\n \n \n \n497,140\n \n \n \n547,352\n \nAmortization of debt discount, premium and issuance costs\n \n \n4,685\n \n \n \n4,837\n \n \n \n3,869\n \nLoss on extinguishment of debt\n \n \n728\n \n \n \n27,387\n \n \n \n3,027\n \nDeferred income taxes\n \n \n(\n102,461\n)\n \n \n(\n92,461\n)\n \n \n(\n34,573\n)\nStock-based compensation expense\n \n \n48,522\n \n \n \n31,337\n \n \n \n31,486\n \nCredit loss expense\n \n \n(\n11,488\n)\n \n \n38,921\n \n \n \n20,451\n \nNon-cash net gain on assets\n \n \n(\n7,072\n)\n \n \n(\n1,965\n)\n \n \n(\n32,421\n)\nChanges in assets and liabilities, net of assets acquired and liabilities assumed:\n \n \n \n \n \n \n \n \n \nReceivables\n \n \n(\n12,641\n)\n \n \n381,223\n \n \n \n(\n474,362\n)\nInventories\n \n \n231,457\n \n \n \n271,889\n \n \n \n(\n282,165\n)\nContract assets\n \n \n18,023\n \n \n \n24,051\n \n \n \n(\n103,326\n)\nOther current assets\n \n \n10,941\n \n \n \n15,173\n \n \n \n(\n33,489\n)\nOther assets and liabilities\n \n \n(\n5,311\n)\n \n \n15,189\n \n \n \n(\n1,155\n)\nAccounts payable\n \n \n75,750\n \n \n \n(\n314,004\n)\n \n \n191,885\n \nAccrued liabilities\n \n \n(\n9,704\n)\n \n \n(\n15,766\n)\n \n \n91,419\n \nContract liabilities\n \n \n(\n33,387\n)\n \n \n(\n33,089\n)\n \n \n90,135\n \nNet cash provided by operating activities\n \n \n2,306,872\n \n \n \n3,599,231\n \n \n \n1,743,549\n \nCash flows from investing activities:\n \n \n \n \n \n \n \n \n \nCash used for acquisitions, net of cash acquired\n \n \n(\n238,673\n)\n \n \n(\n628,014\n)\n \n \n(\n1,206,471\n)\nProceeds from divestiture of business\n \n \n\u2014\n \n \n \n\u2014\n \n \n \n76,162\n \nPurchases of property, plant and equipment\n \n \n(\n476,335\n)\n \n \n(\n340,152\n)\n \n \n(\n227,891\n)\nProceeds from sale of property, plant and equipment\n \n \n46,715\n \n \n \n10,687\n \n \n \n13,560\n \nNet cash used in investing activities\n \n \n(\n668,293\n)\n \n \n(\n957,479\n)\n \n \n(\n1,344,640\n)\nCash flows from financing activities:\n \n \n \n \n \n \n \n \nBorrowings under revolving credit facility\n \n \n5,128,000\n \n \n \n5,881,000\n \n \n \n3,125,000\n \nRepayments under revolving credit facility\n \n \n(\n4,928,000\n)\n \n \n(\n6,205,000\n)\n \n \n(\n2,612,000\n)\nProceeds from long-term debt and other loans\n \n \n\u2014\n \n \n \n1,001,500\n \n \n \n1,000,000\n \nRepayments of long-term debt and other loans\n \n \n(\n4,221\n)\n \n \n(\n616,222\n)\n \n \n(\n554,677\n)\nPayments of debt extinguishment costs\n \n \n\u2014\n \n \n \n(\n20,672\n)\n \n \n(\n4,950\n)\nPayments of loan costs\n \n \n(\n1,897\n)\n \n \n(\n16,797\n)\n \n \n(\n19,450\n)\nExercise of stock options\n \n \n659\n \n \n \n589\n \n \n \n726\n \nRepurchase of common stock\n \n \n(\n1,847,409\n)\n \n \n(\n2,628,308\n)\n \n \n(\n1,714,761\n)\nNet cash used in financing activities\n \n \n(\n1,652,868\n)\n \n \n(\n2,603,910\n)\n \n \n(\n780,112\n)\nNet change in cash and cash equivalents\n \n \n(\n14,289\n)\n \n \n37,842\n \n \n \n(\n381,203\n)\nCash and cash equivalents at beginning of period\n \n \n80,445\n \n \n \n42,603\n \n \n \n423,806\n \nCash and cash equivalents at end of period\n \n$\n66,156\n \n \n$\n80,445\n \n \n$\n42,", + "f0569381-aade-4036-8bc2-3693713887f9": "672\n)\n \n \n(\n4,950\n)\nPayments of loan costs\n \n \n(\n1,897\n)\n \n \n(\n16,797\n)\n \n \n(\n19,450\n)\nExercise of stock options\n \n \n659\n \n \n \n589\n \n \n \n726\n \nRepurchase of common stock\n \n \n(\n1,847,409\n)\n \n \n(\n2,628,308\n)\n \n \n(\n1,714,761\n)\nNet cash used in financing activities\n \n \n(\n1,652,868\n)\n \n \n(\n2,603,910\n)\n \n \n(\n780,112\n)\nNet change in cash and cash equivalents\n \n \n(\n14,289\n)\n \n \n37,842\n \n \n \n(\n381,203\n)\nCash and cash equivalents at beginning of period\n \n \n80,445\n \n \n \n42,603\n \n \n \n423,806\n \nCash and cash equivalents at end of period\n \n$\n66,156\n \n \n$\n80,445\n \n \n$\n42,603\n \n \n \n \n \n \n \n \n \n \n \nSupplemental disclosures of cash flow information:\n \n \n \n \n \n \n \n \n \nCash paid for interest\n \n$\n186,497\n \n \n$\n169,390\n \n \n$\n105,570\n \nCash paid for income taxes\n \n \n578,734\n \n \n \n936,424\n \n \n \n633,060\n \nSupplemental disclosures of non-cash activities:\n \n \n \n \n \n \n \n \n \nNon-cash consideration for the BMC Merger\n \n$\n\u2014\n \n \n$\n\u2014\n \n \n$\n3,658,362\n \nAccrued purchases of property, plant and equipment\n \n \n9,322\n \n \n \n10,797\n \n \n \n8,052\n \nRight-of-use assets obtained in exchange for operating lease obligations\n \n \n104,512\n \n \n \n100,843\n \n \n \n64,939\n \nAmounts accrued for repurchases of common stock\n \n \n16,988\n \n \n \n44,447\n \n \n \n51,545\n \n \n \nThe accompanying notes are an integral part of these consolidated financial statements.\n \n \n40", + "ecd4a450-74fd-4c0a-8531-7c5be91dd627": "BUILDERS FIRSTSOURCE, INC. AND SUBSIDIARIES\n \nC\nONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS\u2019 EQUITY\n \n \n \n \n \n \n \n \n \nAdditional\n \n \n \n \n \n \n \n \n \nCommon Stock\n \n \nPaid-in\n \n \nRetained\n \n \n \n \n(in thousands)\n \nShares\n \n \nAmount\n \n \nCapital\n \n \nEarnings\n \n \nTotal\n \nBalance at December 31, 2020\n \n \n116,829\n \n \n$\n1,168\n \n \n$\n589,241\n \n \n$\n562,374\n \n \n$\n1,152,783\n \nMerger consideration\n \n \n89,586\n \n \n \n896\n \n \n \n3,657,466\n \n \n\u2014\n \n \n \n3,658,362\n \nVesting of restricted stock units\n \n \n1,168\n \n \n \n11\n \n \n \n(\n11\n)\n \n \n\u2014\n \n \n \n\u2014\n \nStock-based compensation expense\n \n \n\u2014\n \n \n \n\u2014\n \n \n \n31,486\n \n \n \n\u2014\n \n \n \n31,486\n \nRepurchase of common stock (1)\n \n \n(\n27,459\n)\n \n \n(\n274\n)\n \n \n\u2014\n \n \n \n(\n1,747,777\n)\n \n \n(\n1,748,051\n)\nExercise of stock options\n \n \n90\n \n \n \n1\n \n \n \n739\n \n \n \n\u2014\n \n \n \n740\n \nShares withheld for restricted stock units vested\n \n \n(\n394\n)\n \n \n(\n4\n)\n \n \n(\n18,251\n)\n \n \n\u2014\n \n \n \n(\n18,255\n)\nNet income\n \n \n\u2014\n \n \n \n\u2014\n \n \n \n\u2014\n \n \n \n1,725,416\n \n \n \n1,725,416\n \nBalance at December 31, 2021\n \n \n179,820\n \n \n \n1,798\n \n \n \n4,260,670\n \n \n \n540,013\n \n \n \n4,802,481\n \nVesting of restricted stock units\n \n \n1,329\n \n \n \n13\n \n \n \n(\n13\n)\n \n \n\u2014\n \n \n \n\u2014\n \nStock-based compensation expense\n \n \n\u2014\n \n \n \n\u2014\n \n \n \n31,337\n \n \n \n\u2014\n \n \n \n31,337\n \nRepurchase of common stock (2)\n \n \n(\n41,853\n)\n \n \n(\n418\n)\n \n \n\u2014\n \n \n \n(\n2,585,872\n)\n \n \n(\n2,586,290\n)\nExercise of stock options\n \n \n60\n \n \n \n1\n \n \n \n588\n \n \n \n\u2014\n \n \n \n589\n \nShares withheld for restricted stock units vested\n \n \n(\n492\n)\n \n \n(\n5\n)\n \n \n(\n34,915\n)\n \n \n\u2014\n \n \n \n(\n34,920\n)\nNet income\n \n \n\u2014\n \n \n \n\u2014\n \n \n \n\u2014\n \n \n \n2,749,369\n \n \n \n2,749,369\n \nBalance at December 31, 2022\n \n \n138,864\n \n \n \n1,389\n \n \n \n4,257,667\n \n \n \n703,510\n \n \n \n4,962,566\n \nVesting of restricted stock units\n \n \n1,074\n \n \n \n11\n \n \n \n(\n11\n)\n \n \n\u2014\n \n \n \n\u2014\n \nStock-based compensation expense\n \n \n\u2014\n \n \n \n\u2014\n \n \n \n48,522\n \n \n \n\u2014\n \n \n \n48,522\n \nRepurchase of common stock (3)\n \n \n(\n17,753\n)\n \n \n(\n178\n)\n \n \n\u2014\n \n \n \n(\n1,783,881\n)\n \n \n(\n1,784,059\n)\nExercise of stock options\n \n \n73\n \n \n \n1\n \n \n \n658\n \n \n \n\u2014\n \n \n \n659\n \nShares withheld for restricted stock units vested\n \n \n(\n401\n)\n \n \n(\n4\n)\n \n \n(\n35,888\n)\n \n \n\u2014\n \n \n \n(\n35,892\n)\nNet income\n \n \n\u2014\n \n \n \n\u2014\n \n \n \n\u2014\n \n \n \n1,540,555\n \n \n \n1,540,555\n \nBalance at December 31, 2023\n \n \n121,857\n \n \n$\n1,219\n \n \n$\n4,270,948\n \n \n$\n460,184\n \n \n$\n4,732,351\n \n \n(1)\nDuring the year ended December 31, 2021, we repurchased and retired \n27.5\n million shares of our common stock at an average price of $\n63.66\n per share, for $\n1.7\n \nbillion, inclusive of fees, pursuant to the repurchase program authorized by our board of directors in August 2021, and further expanded by our board of directors in\n \nNovember 2021. The primary purpose of the repurchase program was to offset dilution from the BMC Merger.", + "9266a38d-cb6e-43fe-a394-0e9f2bf067ad": "The primary purpose of the repurchase program was to offset dilution from the BMC Merger.\n \n(2)\nDuring the year ended December 31, 2022, we repurchased and retired \n41.9\n million shares of our common stock at an average price of $\n61.79\n per share, for $\n2.6\n \nbillion, inclusive of fees, pursuant to the repurchase program authorized by our board of directors in February 2022, and further expanded by our board of directors in\n \nMay 2022 and November 2022. The primary purpose of the repurchase program was to offset dilution from the BMC Merger.\n(3)\nDuring the year ended December 31, 2023, we repurchased and retired \n17.8\n million\n shares of our common stock at an average price of \n$\n100.49\n per share, for \n$\n1.8\n \nbillion\n, inclusive of fees and taxes, pursuant to the repurchase program authorized by our board of directors in November 2022 and further expanded by our board of\n \ndirectors in April 2023.\n Offsetting dilution from the BMC Merger continues to be the primary purpose of the repurchase program.\n \nThe accompanying notes are an integral part of these consolidated financial statements.\n \n41", + "0d225cbc-6cb3-4119-90a7-de5129e43530": "BUILDERS FIRSTSOURCE, INC. AND SUBSIDIARIES\n \nN\nOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n \n \n1. \nDescription of the Business\n \nBuilders FirstSource, Inc., a Delaware corporation formed in \n1998\n, is a leading supplier of building materials, manufactured components and construction\n \nservices to professional contractors, sub-contractors, and consumers. The company operates approximately \n570\n locations in \n43\n states across the U.S.\n \nIn this annual report, references to the \u201cCompany,\u201d \u201cwe,\u201d \u201cour,\u201d \u201cours\u201d or \u201cus\u201d refer to Builders FirstSource, Inc. and its consolidated subsidiaries, unless\n \notherwise stated or the context otherwise requires.\n \n2. \nSummary of Significant Accounting Policies\n \nPrinciples of Consolidation\n \nThe consolidated financial statements present the results of operations, financial position, and cash flows of Builders FirstSource, Inc. and its wholly-owned\n \nsubsidiaries. All intercompany transactions have been eliminated in consolidation.\nAccounting Estimates\n \nThe preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of\n \nassets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses\n \nduring the reporting period. Actual results could materially differ from those estimates.\n \nEstimates are used when accounting for items such as revenue, vendor rebates, allowance for returns, discounts and credit losses, employee compensation\n \nprograms, depreciation and amortization periods, income taxes, inventory values, insurance programs, goodwill, other intangible assets and long-lived assets.\n \nReclassifications\nCertain prior periods\u2019 amounts have been reclassified to conform to the current year presentation, including changing the composition of our product\n \ncategories. Reclassifications had no impact on net income, total assets and liabilities, stockholders\u2019 equity, or cash flows as previously reported. As a result of these\n \nchanges, prior period amounts, as disclosed in this Note 2 under Revenue Recognition, have been reclassified to conform to the current year presentation.\nSegments\nWe offer an integrated solution to our customers providing manufacturing, supply, and installation of a full range of structural and related building products.\n \nWe provide a wide variety of building products and services directly to homebuilder customers. We manufacture floor trusses, roof trusses, wall panels, stairs,\n \nmillwork, windows, and doors. We also provide a full range of construction services. For the period ended December 31, 2023, these product and service offerings are\n \ndistributed across approximately \n570\n locations operating in \n43\n states across the U.S.\n \nGiven the span and depth of our geographical reach, our locations are organized into\n \nthree\n geographical divisions (East, Central, and West), which are also\n \nour operating segments\n. Our operating divisions are organized on a geographical basis to facilitate a disaggregated management of the Company and to respond to\n \nthe local needs of the customers in the markets we serve. All of our segments have similar customers, products and services, and distribution methods.\nDue to these similarities, along with the similar economic profitability achieved across all our operating segments, we aggregate our \nthree\n operating segments\n \ninto \none\n reportable segment in accordance with GAAP. Centralized financial and operational oversight, including resource allocation and assessment of performance\n \non an income before income taxes basis, is performed by our principal executive officer (\u201cCEO\u201d), whom we have determined to be our chief operating decision maker\n \n(\u201cCODM\u201d).\n \n \n42", + "ad77211f-85c0-4033-a80c-c46a12cc79f6": "The accounting policies of our operating segments are consistent with the accounting policies described in this Note 2 to these consolidated financial\n \nstatements. Since the Company operates in one reportable segment, the primary measures reviewed by the CODM, including revenue, gross margin and income\n \nbefore income taxes, are shown in these consolidated financial statements. Our segments do not have any revenues or long-lived assets located in foreign countries.\nBusiness Combinations\nWhen they meet the requirements under ASC 805, Business Combinations, merger and acquisition transactions are accounted for using the acquisition\n \nmethod, and accordingly the results of operations of the acquiree are included in the Company\u2019s consolidated financial statements from the acquisition date. The\n \nconsideration transferred is allocated to the identifiable assets acquired and liabilities assumed based on estimated fair values at the acquisition date, with any excess\n \nrecorded as goodwill. Transaction-related costs are expensed in the period the costs are incurred. During the measurement period, which may be up to one year from\n \nthe acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding adjustment to goodwill.\nRevenue Recognition\n \nWe recognize revenue as performance obligations are satisfied by transferring control of a promised good or service to a customer in an amount that reflects\n \nthe consideration we expect to be entitled to in exchange for those goods or services. We generally classify our revenues into two types: (i) distribution sales; or (ii)\n \nsales related to contracts with service elements.\n \nDistribution sales typically consist of the sale of building products we manufacture and the resale of purchased building products. We recognize revenue\n \nrelated to distribution sales at a point in time upon delivery of the ordered goods to our customers. Payment terms related to distribution sales are not significant as\n \npayment is generally received shortly after the point of sale.\n \nOur contracts with service elements primarily relate to installation and construction services. We evaluate whether multiple contracts should be combined and\n \naccounted for as a single contract and whether a single or combined contract should be accounted for as a single performance obligation or multiple performance\n \nobligations. If a contract is separated into more than one performance obligation, we allocate the transaction price to each performance obligation generally based on\n \nobservable standalone selling prices of the underlying goods or services. Revenue related to contracts with service elements is generally recognized over time based\n \non the extent of progress towards completion of the performance obligation because of continuous transfer of control to the customer. We consider costs incurred to\n \nbe indicative of goods and services delivered to the customer. As such, we use a cost-based input method to recognize revenue on our contracts with service\n \nelements as it best depicts the transfer of assets to our customers. Payment terms related to sales for contracts with service elements are specific to each customer\n \nand contract. However, they are considered to be short-term in nature as payments are normally received either throughout the life of the contract or shortly after the\n \ncontract is complete.\n \nContract costs include all direct material and labor, equipment costs and those indirect costs related to contract performance. Provisions for estimated losses\n \non uncompleted contracts are recognized in the period in which such losses are determinable. Prepayments for materials or services are deferred until such materials\n \nhave been delivered or services have been provided. All sales recognized are net of allowances for discounts and estimated returns, based on historical experience.\n \nThe Company records sales incentives provided to customers as a reduction of revenue. We present all sales tax on a net basis in our consolidated financial\n \nstatements.\n \nCosts to obtain contracts are expensed as incurred as our contracts are typically completed in one year or less, and where applicable, we generally would incur\n \nthese costs whether or not we ultimately obtain the contract. We do not disclose the value of our remaining performance obligations on uncompleted contracts as\n \nour contracts generally have a duration of one year or less.\n \nThe timing of revenue recognition, invoicing and cash collection results in accounts receivable, contract assets and contract liabilities. Contract assets\n \ninclude unbilled amounts when the revenue recognized exceeds the amount billed to the customer, and amounts representing a right to payment from previous\n \nperformance that is conditional on something other than passage of time, such as retainage. Contract liabilities consist of customer advances and deposits, and\n \ndeferred revenue.\n \n43", + "ae971fc3-0ffa-44d5-8800-39aeab752597": "The following table disaggregates our net sales by product category for the years ended December 31:\n \n \n \n \n \n \n \n \n \n \n \n \n2023\n \n \n2022\n \n \n2021\n \n \n \n(in thousands)\n \nLumber and lumber sheet goods\n \n$\n4,128,855\n \n \n$\n8,086,838\n \n \n$\n8,429,763\n \nManufactured products\n \n \n4,700,670\n \n \n \n5,675,713\n \n \n \n4,352,223\n \nWindows, doors and millwork\n \n \n4,289,094\n \n \n \n4,653,255\n \n \n \n3,335,714\n \nSpecialty building products and services\n \n \n3,978,711\n \n \n \n4,310,612\n \n \n \n3,776,156\n \nNet sales\n \n$\n17,097,330\n \n \n$\n22,726,418\n \n \n$\n19,893,856\n \nWe reclassified net sales of $\n155.6\n million and $\n142.3\n million into the Specialty building products and services product category for the years ended December\n \n31, 2022, and 2021, respectively, to conform to the current year presentation.\n \nNet sales from installation and construction services represents less than \n10\n% of the Company\u2019s net sales for each period presented.\n \nThrough December 31, 2023, 2022 and 2021, we recognized as revenue substantially all of the contract liabilities balance at December 31, 2022, 2021 and 2020\n,\n \nrespectively.\n \nCash and Cash Equivalents and Checks Outstanding\n \nCash and cash equivalents consist of cash on hand and all highly liquid investments with an original maturity date of three months or less. Also included in\n \ncash and cash equivalents are proceeds due from credit card transactions that generally settle within two business days. We maintain cash at financial institutions in\n \nexcess of federally insured limits. Further, we maintain various banking relationships with different financial institutions. Accordingly, when there is a negative net\n \nbook cash balance resulting from outstanding checks that had not yet been paid by any single financial institution, they are reflected in accounts payable in the\n \naccompanying consolidated balance sheets.\nAccounts Receivable\n \nWe extend credit to qualified professional homebuilders and contractors, in many cases on a non-collateralized basis. Accounts receivable potentially expose\n \nus to concentrations of credit risk. Because our customers are dispersed among our various markets, our credit risk to any one customer or geographic economy is\n \nnot significant. Other receivables consist primarily of vendor rebates receivables and income tax receivables.\nOur customer mix is a balance of large national homebuilders, regional homebuilders, local and custom homebuilders and repair and remodeling contractors as\n \nwell as multifamily builders. For the year ended December 31, 2023\n, our top \n10\n customers accounted for \n14.7\n%\n \nof our net sales, with our largest customer accounting\n \nfor \n4.5\n%\n \nof net sales.\n \nThe allowance for credit losses is based on management\u2019s assessment of the amount which may become uncollectible in the future and is estimated using\n \nspecific review of problem accounts, overall portfolio quality, current and forecasted economic conditions that may affect the customer\u2019s ability to pay, and historical\n \nexperience. Accounts receivable are written off when deemed uncollectible.\n \nWe also establish reserves for credit memos and customer returns. The reserve balance was \n$\n14.8\n million\n and \n$\n17.6\n million\n at December 31, 2023, and 2022,\n \nrespectively. The activity in this reserve was not significant for each year presented.\n \nThe following table shows the changes in our allowance for credit losses:\n \n \n2023\n \n \n2022\n \n \n2021\n \n \n \n(in thousands)\n \nBalance at January 1,\n \n$\n50,383\n \n \n$\n21,761\n \n \n$\n5,774\n \nNet additions (reversals) to provision\n \n \n(\n11,488\n)\n \n \n38,921\n \n \n \n20,451\n \nWrite-offs, net of recoveries\n \n \n(\n11,204\n)\n \n \n(\n10,299\n)\n \n \n(\n4,464\n)\nBalance at December 31,\n \n$\n27,691\n \n \n$\n50,383\n \n \n$\n21,761\n \n \n44", + "81c16969-dee9-4706-b725-fcdaeda7724f": "Inventories\n \nInventories consist principally of materials purchased for resale, including lumber and lumber sheet goods, windows, doors and millwork, and other building\n \nproducts, as well as certain manufactured products and are stated at the lower of cost or net realizable value. Cost is determined using the weighted average method,\n \nthe use of which approximates the first-in, first-out method. We accrue for shrink based on the actual historical shrink results of our most recent physical inventories\n \nadjusted, if necessary, for current economic conditions. These estimates are compared with actual results as physical inventory counts are taken and reconciled to\n \nthe general ledger.\n \nDuring the year, we monitor our inventory levels by market and record provisions for excess inventories based on slower moving inventory. We define\n \npotential excess inventory as the amount of inventory on hand in excess of the historical usage, excluding special order items purchased in the last six months. We\n \nthen apply our judgment as to forecasted demand and other factors, including liquidation value, to determine the required adjustments to net realizable value. Our\n \ninventories are generally not susceptible to technological obsolescence.\n \nOur arrangements with vendors provide for rebates of a specified amount of consideration, payable at defined intervals, generally related to a stipulated level\n \nof purchases. We account for estimated rebates as a reduction of the prices of the vendor\u2019s inventory until the product is sold, at which time such rebates reduce\n \ncost of sales in the accompanying consolidated statements of operations. Throughout the year we estimate the amount of the rebates based upon the expected level\n \nof purchases. We continually evaluate and revise these estimates, as necessary, based on actual purchase levels.\n \nWe source products from a large number of suppliers. Materials purchased from our largest single supplier represented \n8.3\n%\n of our total materials purchased\n \nin 2023\n.\n \nShipping and Handling Costs\n \nHandling costs incurred in manufacturing activities are included in cost of sales. All other shipping and handling costs are included in selling, general and\n \nadministrative expenses in the accompanying consolidated statements of operations and totaled\n \n$\n656.0\n million\n,\n \n$\n641.8\n million\n and\n \n$\n512.8\n million\n in 2023, 2022 and\n \n2021\n, respectively.\n \nIncome Taxes\n \nWe account for income taxes utilizing the asset and liability method described in the \nIncome Taxes\n topic of the FASB Accounting Standards Codification\n \n(\u201cCodification\u201d). Deferred income taxes are recorded to reflect consequences on future years of differences between the tax basis of assets and liabilities and their\n \nfinancial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which differences are expected to affect\n \ntaxable earnings. We record a valuation allowance to reduce deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not\n \nbe realized.\n \nWarranty Expense\n \nWe have warranty obligations with respect to most manufactured products; however, the liability for the warranty obligations is not significant as a result of\n \nthird-party inspection and acceptance processes.\n \nDebt Issuance Costs and Debt Discount/Premium\n \nLoan costs are capitalized upon the issuance of long-term debt and amortized over the life of the related debt. Debt issuance costs associated with term debt\n \nare presented as a reduction to long-term debt. Debt issuance costs associated with revolving debt arrangements are presented as a component of other assets. Debt\n \nissuance costs incurred in connection with revolving debt arrangements are amortized using the straight-line method. Debt issuance costs, discounts and premiums\n \nincurred in connection with term debt are amortized over the life of the related debt using the effective interest method. Amortization of debt issuance costs,\n \ndiscounts and premiums are included in interest expense. Upon changes to our debt structure, we evaluate debt issuance costs, discounts and premiums in\n \naccordance with the \nDebt\n topic of the Codification. We adjust debt issuance costs, discounts and premiums as necessary based on the results of this evaluation, as\n \ndiscussed in Note 8.\n \n45", + "5e9dc0aa-9bd6-40a0-8140-ee2bd963b0d8": "Property, Plant and Equipment\n \nProperty, plant and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets. The estimated\n \nlives of the various classes of assets are as follows:\n \n \n Buildings and improvements\n10\n to \n40 years\n Machinery and equipment\n7\n to \n10 years\n Information technology, furniture and fixtures\n3\n to \n5 years\n \nLeasehold improvements\nThe shorter of the estimated useful life or the remaining lease term\n \nMajor additions and improvements are capitalized, while maintenance and repairs that do not extend the useful life of the property are charged to expense as\n \nincurred. Gains or losses from dispositions of property, plant and equipment are recorded in the period incurred. We also capitalize certain costs of computer software\n \ndeveloped or obtained for internal use, including interest, provided that those costs are not research and development, and certain other criteria are met. Internal use\n \ncomputer software costs are included in information technology, furniture and fixtures, and generally depreciated using the straight-line method over the estimated\n \nuseful lives of the assets, generally \nthree years\n.\n \nLeases\n \nWe lease certain land, buildings, rolling stock and other types of equipment for use in our operations. These leases typically have initial terms ranging from\n \nfive\n to \n15 years\n. Many of our leases contain renewal options which are exercisable at our discretion. These renewal options generally have terms ranging from \none\n to\n \nfive years\n.\n \nUnder the \nLeases\n topic of the Codification, lessees are required to recognize the following for all leases, with the exception of short-term leases, at the\n \ncommencement date: (1) a lease liability, which is a lessee\u2019s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) a right-\nof-use asset, which is an asset that represents the lessee\u2019s right to use, or control the use of, a specified asset for the lease term.\nWe determine if an arrangement is a lease at the inception of the arrangement. Lease liabilities are recognized based on the present value of lease payments\n \nover the lease term at the arrangement\u2019s commencement date. Right-of-use assets are recognized based on the amount of the measurement of the lease liability\n \nadjusted for any\n \nlease payments made to the lessor at or before the commencement date, minus any lease incentives received and any initial direct costs incurred.\n \nRenewal options are included in the calculation of our right-of-use assets and lease liabilities when it is determined that they are reasonably certain of exercise based\n \non an analysis of the relevant facts and circumstances. As the implicit rate of return of our lease agreements is usually not readily determinable, we generally use our\n \nincremental borrowing rate in determining the present value of lease payments. We determine our incremental borrowing rate based on information available to us at\n \nthe lease commencement date. Certain of our lease arrangements contain lease and non-lease components. We have elected to account for non-lease components as\n \na part of the related lease components for all of our leases. Leases with an initial term of 12 months or less are not recognized on our balance sheet. We recognize the\n \nexpense for these leases on a straight-line basis over the lease term.\n \nWe have certain lease agreements that are subject to changes based on the Consumer Price Index or another referenced index. In the event of changes to the\n \nrelevant index, lease liabilities are not remeasured and incremental costs are treated as variable lease payments and recognized in the period in which the obligation\n \nfor those payments is incurred.\n \nLong-Lived Assets\n \nWe evaluate our long-lived assets, other than goodwill, for impairment when events or changes in circumstances indicate, in our judgment, that the carrying\n \namount of such assets may not be recoverable. The determination of whether or not impairment exists is based on our estimate of undiscounted future cash flows\n \nbefore interest attributable to the assets as compared to the net carrying amount of the assets. If impairment is indicated, the amount of the impairment recognized is\n \ndetermined by estimating the fair value of the assets based on estimated discounted future cash flows and recording a provision for loss if the carrying amount is\n \ngreater than estimated fair value. The net carrying amount of assets identified to be disposed of in the future is compared to their estimated fair value, usually the\n \nquoted market price obtained from an independent third-party less the cost to sell, to determine if impairment exists. Until the assets are disposed of, an estimate of\n \nthe fair value is reassessed when related events or circumstances change.\n \n46", + "82b9cb4d-09c2-4f9c-9430-2cf1961254ef": "Insurance\n \nWe have established insurance programs to cover certain insurable risks consisting primarily of physical loss to property, business interruptions resulting\n \nfrom such loss, workers\u2019 compensation, employee healthcare, and comprehensive general and auto liability. Third-party insurance coverage is obtained for exposures\n \nabove predetermined deductibles as well as for those risks required to be insured by law or contract. On a quarterly basis, we engage an external actuarial\n \nprofessional to independently assess and estimate the total liability outstanding. Provisions for losses are developed from these valuations which rely upon our past\n \nclaims experience, which considers both the frequency and settlement of claims. The legal costs associated with these claims are included in these developed\n \nprovisions. We discount our worker\u2019s compensation, general liability, and auto liability insurance reserves based upon estimated future payment streams at our risk-\nfree rate. Our total insurance reserve balances were \n$\n190.0\n million\n and \n$\n187.9\n million\n as of December 31, 2023, and 2022, respectively. Of these balances, \n$\n100.0\n million\n \nand \n$\n108.7\n million\n were recorded as other long-term liabilities as of December 31, 2023, and 2022, respectively. Included in these reserve balances as of December 31,\n \n2023, and 2022, were \n$\n13.7\n million\n and \n$\n17.4\n million\n, respectively, of claims that exceeded stop-loss limits and are expected to be recovered under insurance policies\n \nwhich are also recorded as other receivables and other assets in the accompanying consolidated balance sheets.\nNet Income per Common Share\n \nNet income per common share, or earnings per share (\u201cEPS\u201d), is calculated in accordance with the \nEarnings per Share\n topic of the Codification, which\n \nrequires the presentation of basic and diluted EPS. Basic EPS is computed using the weighted average number of common shares outstanding during the period.\n \nDiluted EPS is computed using the weighted average number of common shares outstanding during the period, plus the dilutive effect of potential common shares.\n \nThe table below presents the calculation of basic and diluted EPS for the years ended December 31:\n \n \n \nYears Ended December 31,\n \n \n \n2023\n \n \n2022\n \n \n2021\n \n \n \n(in thousands, except per share amounts)\n \nNumerator:\n \n \n \n \n \n \n \n \n \nNet income\n \n$\n1,540,555\n \n \n$\n2,749,369\n \n \n$\n1,725,416\n \n \n \n \n \n \n \n \n \n \n \nDenominator:\n \n \n \n \n \n \n \n \n \nWeighted average shares outstanding, basic\n \n \n127,777\n \n \n \n161,960\n \n \n \n201,839\n \nDilutive effect of options and RSUs\n \n \n1,221\n \n \n \n1,521\n \n \n \n1,631\n \nWeighted average shares outstanding, diluted\n \n \n128,998\n \n \n \n163,481\n \n \n \n203,470\n \n \n \n \n \n \n \n \n \n \n \nNet income per share:\n \n \n \n \n \n \n \n \n \nBasic\n \n$\n12.06\n \n \n$\n16.98\n \n \n$\n8.55\n \nDiluted\n \n$\n11.94\n \n \n$\n16.82\n \n \n$\n8.48\n \n \n \n \n \n \n \n \n \n \n \nAntidilutive and contingent RSUs excluded from diluted EPS\n \n \n3\n \n \n \n99\n \n \n \n225\n \n \n \nGoodwill and Other Intangible Assets\n \nIntangibles subject to amortization\n \nWe recognize an acquired intangible asset apart from goodwill whenever the intangible asset arises from contractual or other legal rights, or whenever it can\n \nbe separated or divided from the acquired entity and sold, transferred, licensed, rented, or exchanged, either individually or in combination with a related contract,\n \nasset or liability. Impairment losses are recognized if the carrying amounts of an intangible asset subject to amortization is not recoverable from expected future cash\n \nflows and its carrying amount exceeds its estimated fair value.\n \nGoodwill\n \nWe recognize goodwill as the excess cost of an acquired entity over the net amount assigned to assets acquired and liabilities assumed. Goodwill is tested for\n \nimpairment on an annual basis and between annual tests whenever impairment is indicated. This annual test takes place as of December 31 each year. Impairment\n \nlosses are recognized whenever the carrying amount of a reporting unit exceeds its fair value.\n \n47", + "6c2ebfed-657e-44a7-a8f1-369efcc4ff1d": "Stock-based Compensation\n \nWe have four stock-based employee compensation plans, which are described more fully in Note 10. We issue new common stock shares upon exercises of\n \nstock options and vesting of restricted stock units (\u201cRSU\u201d). We recognize the effect of pre-vesting forfeitures in the period they actually occur.\n \nThe fair value of RSU awards which are subject to or contain market conditions is estimated on the date of grant using the Monte Carlo simulation model with\n \nthe following weighted average assumptions for the years ended December 31:\n \n \n \n2023\n \n \n2022\n \n \n2021\n \nExpected volatility (company)\n \n \n46.5\n%\n \n \n53.0\n%\n \n \n51.3\n%\nExpected volatility (peer group median)\n \n \n32.1\n%\n \n \n34.6\n%\n \n \n42.9\n%\nCorrelation between the company and peer group median\n \n \n0.5\n \n \n \n0.6\n \n \n \n0.6\n \nExpected dividend yield\n \n \n0.0\n%\n \n \n0.0\n%\n \n \n0.0\n%\nRisk-free rate\n \n \n3.8\n%\n \n \n1.7\n%\n \n \n0.3\n%\n \nThe expected volatilities and correlation are based on the historical daily returns of our common stock and the common stocks of the constituents of the\n \nCompany\u2019s peer group over the most recent period equal to the measurement period. The expected dividend yield is based on our history of not paying regular\n \ndividends in the past and our current intention to not pay regular dividends in the foreseeable future. The risk-free rate is based on the U.S. Treasury yield curve in\n \neffect at the time of grant and has a term equal to the measurement period.\nFair Value\n \nThe \nFair Value Measurements and Disclosures\n topic of the Codification provides a framework for measuring the fair value of assets and liabilities and\n \nestablishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair\n \nvalue. The fair value hierarchy can be summarized as follows:\n \nLevel 1 \u2014 unadjusted quoted prices for identical assets or liabilities in active markets accessible by us\n \nLevel 2 \u2014 inputs that are observable in the marketplace other than those inputs classified as Level 1\n \nLevel 3 \u2014 inputs that are unobservable in the marketplace and significant to the valuation\n \nIf a financial instrument uses inputs that fall in different levels of the hierarchy, the instrument will be categorized based upon the lowest level of input that is\n \nsignificant to the fair value calculation.\n \nAs of December 31, 2023, and 2022\n, the Company does not have any financial instruments which are measured at fair value on a recurring basis. We have\n \nelected to report the value of our 2030 notes, \n4.25\n% 2032 notes, \n6.375\n% 2032 notes, and Revolving facility at amortized cost. The fair values of the 2030 notes, \n4.25\n%\n \n2032 notes, and \n6.375\n% 2032 notes at December 31, \n2023, were \n$\n532.3\n million\n, \n$\n1,177.8\n million\n and \n$\n720.1\n million\n, respectively, and were determined using Level 2\n \ninputs based on market prices. The carrying amount of the Revolving facility at December 31, 2023\n, approximates fair value as the rates are comparable to those at\n \nwhich we could currently borrow under similar terms, are variable and incorporate a measure of our credit risk. As such, the fair value of the Revolving facility was\n \nalso classified as Level 2 in the hierarchy.\nComprehensive Income\n \nComprehensive income is defined as the change in equity (net assets) of a business enterprise during a period from transactions and other events and\n \ncircumstances from non-owner sources. It consists of net income and other gains and losses affecting stockholders\u2019 equity that, under GAAP, are excluded from net\n \nincome. Comprehensive income is equal to net income for the years ended December 31, 2023, 2022 and 2021\n. \n \nRecently Issued Accounting Pronouncements\n \nIn November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to\n \nimprove reportable segment disclosure requirements, primarily through additional and more detailed information about a reportable segment's expenses. The guidance\n \nis effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption\n \npermitted.", + "bb1b85fb-e9fd-4000-871f-69ef13b17461": "It consists of net income and other gains and losses affecting stockholders\u2019 equity that, under GAAP, are excluded from net\n \nincome. Comprehensive income is equal to net income for the years ended December 31, 2023, 2022 and 2021\n. \n \nRecently Issued Accounting Pronouncements\n \nIn November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to\n \nimprove reportable segment disclosure requirements, primarily through additional and more detailed information about a reportable segment's expenses. The guidance\n \nis effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption\n \npermitted. The guidance is to be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories\n \nand amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of\n \n48", + "69b7df25-a710-48e8-af13-7fba0789785e": "adoption. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures.\nIn December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to enhance the\n \ntransparency and decision usefulness of income tax disclosures. This amendment modifies the rules on income tax disclosures to require entities to disclose: (i)\n \nspecific categories in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold; (ii) the amount of income taxes paid\n \n(net of refunds received) disaggregated by federal, state, and foreign taxes, as well as individual jurisdictions in which income taxes paid is equal to or greater than\n \nfive percent of total income taxes paid net of refunds; (iii) the income or loss from continuing operations before income tax expense, or benefit, disaggregated between\n \ndomestic and foreign; and (iv) income tax expense or benefit from continuing operations disaggregated by federal, state and foreign. The guidance is effective for\n \nannual periods beginning after December 15, 2024, with early adoption permitted, and should be applied on a prospective basis, though retrospective application is\n \npermitted. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures.\n3. \nBusiness Combinations\nDuring 2023 we completed a number of acquisitions for a combined \n$\n252.5\n million\n purchase price, net of cash acquired, including the acquisitions of (i) Noltex\n \nTruss and its affiliates (\u201cNoltex\u201d), (ii) Builders Millwork and Supply, Inc. (\u201cBMS\u201d) (iii) J.B. Millworks, LLC (\u201cJBM\u201d), (iv) Church and Church, Inc. (\u201cChurch\u2019s\u201d), (v)\n \nFranks Cash and Carry, Inc. (\u201cFCC\u201d), (vi) Standale Lumber, LLC and Granville Lumber Co., LLC (\u201cStandale\u201d), and (vii) Encore Performance, LLC (\u201cEncore\u201d).\nNoltex and Standale manufacture trusses and provide building components and other building supplies to single- and multifamily customers in the Texas\n \nmetro markets and the Grand Rapids, Michigan area, respectively. BMS and JBM manufacture and supply millwork and trim in the Anchorage, Alaska and\n \nChattanooga, Tennessee areas, respectively. Church\u2019s, FCC, and Encore provide lumber and other building supplies in the Detroit, Michigan, the Florida Panhandle,\n \nand the Springdale, Arkansas areas, respectively.\n \nDuring 2022\n we completed a number of acquisitions for a combined $\n639.3\n million purchase price, net of cash acquired, including the acquisitions of (i) Panel\n \nTruss of Longview, Inc., Panel Truss \u2013 Hearne, LLC, Case-Hill, Inc., Panel Truss-Dallas, LLC, Truss Ops Trucking, LLC and Truss Ops, LLC (the \u201cTexas Panel Truss\n \nBusinesses\u201d), (ii) Panel Truss \u2013 Oakwood, LLC, Panel Truss \u2013 Townville, LLC and Panel Truss \u2013 Ringgold, LLC (the \u201cEast Panel Truss Businesses\u201d), (iii) Valley Truss\n \nCo., Inc. (\u201cValley Truss\u201d), (iv) Odds-N-Ends, Inc., d/b/a HomCo Lumber & Hardware (\u201cHomCo\u201d), (v) Trussway, LLC and its subsidiaries (\u201cTrussway\u201d), (vi) Fulcrum\n \nBuilding Group Holdings, LLC and its subsidiaries (\u201cFulcrum\u201d), and (vii) Pima Door and Supply and Sunrise Carpentry (\u201cPima\u201d). These acquisitions further expanded\n \nour market footprint and provide additional operations in our value-add product categories and our multifamily customer segment.\n \nEach of these acquisitions was funded with a combination of cash on hand and borrowings under our Revolving facility. These transactions were accounted\n \nfor using the acquisition method, and accordingly the results of operations have been included in the Company\u2019s consolidated financial statements from the\n \nacquisition date. The purchase price was allocated to the assets acquired and liabilities assumed based on estimated fair values at the acquisition date, with the\n \nexcess of purchase price over the estimated fair value of the net assets acquired recorded as goodwill.\n \nPro forma financial information for the acquisitions discussed above for 2023 and 2022 are not presented as these acquisitions did not have a material impact\n \non our results of operations, individually or in the aggregate for each respective period.\n49", + "6c145a75-aa6f-42e3-ab16-63271b675dd2": "The following table summarizes the aggregate fair values of the assets acquired and liabilities assumed for acquisitions during the years ended \nDecember 31,\n \n2023, and 2022:\n \n \n \nTotal Acquisitions\n \n \n \n2023\n \n \n2022\n \n \n \n(in thousands)\n \nCash and cash equivalents\n \n$\n\u2014\n \n \n$\n9,133\n \nAccounts receivable\n \n \n25,751\n \n \n \n138,044\n \nOther receivables\n \n \n\u2014\n \n \n \n1,247\n \nInventories\n \n \n36,789\n \n \n \n71,842\n \nContract assets\n \n \n\u2014\n \n \n \n163\n \nOther current assets\n \n \n70\n \n \n \n4,740\n \nProperty, plant and equipment\n \n \n15,053\n \n \n \n47,258\n \nOperating lease right-of-use assets\n \n \n20,449\n \n \n \n30,326\n \nFinance lease right-of-use assets\n \n \n528\n \n \n \n2,163\n \nGoodwill\n \n \n99,702\n \n \n \n186,662\n \nIntangible assets\n \n \n82,942\n \n \n \n250,090\n \nOther assets\n \n \n138\n \n \n \n\u2014\n \nTotal assets\n \n$\n281,422\n \n \n$\n741,668\n \n \n \n \n \n \n \n \nAccounts payable\n \n$\n3,122\n \n \n$\n19,979\n \nAccrued liabilities\n \n \n1,985\n \n \n \n30,614\n \nContract liabilities\n \n \n2,868\n \n \n \n10,169\n \nOperating lease liabilities\n \n \n20,449\n \n \n \n30,326\n \nFinance lease liabilities\n \n \n528\n \n \n \n2,163\n \nTotal liabilities\n \n$\n28,952\n \n \n$\n93,251\n \n \n \n \n \n \n \n \nTotal purchase consideration\n \n$\n252,470\n \n \n$\n648,417\n \nLess: accrued contingent consideration and purchase price adjustments\n \n \n(\n13,797\n)\n \n \n(\n11,270\n)\nLess: cash acquired\n \n \n\u2014\n \n \n \n(\n9,133\n)\nTotal cash consideration\n \n$\n238,673\n \n \n$\n628,014\n \n \nBMC Merger\nOn January 1, 2021, we completed our all stock merger transaction with BMC Stock Holdings, Inc., a Delaware corporation (\u201cBMC\u201d), pursuant to the\n \nAgreement and Plan of Merger, dated as of August 26, 2020 (as amended, restated, supplemented, or otherwise modified from time to time, the \u201cMerger Agreement\u201d),\n \nby and among Builders FirstSource, Inc., Boston Merger Sub I Inc., a Delaware corporation and direct wholly owned subsidiary of Builders FirstSource, Inc. (\u201cMerger\n \nSub\u201d) and BMC. On the terms and subject to the conditions set forth in the Merger Agreement, on January 1, 2021, Merger Sub merged with and into BMC, with\n \nBMC continuing as the surviving corporation and a wholly owned subsidiary of Builders FirstSource, Inc. (the \u201cBMC Merger\u201d). On January 1, 2022, we completed a\n \nlegal entity reorganization pursuant to which, among other things, BMC was merged with and into Builders FirstSource, Inc., with Builders FirstSource, Inc.\n \ncontinuing as the surviving corporation. The BMC Merger expands the Company\u2019s geographic reach and value-added offerings.\n \nThe BMC Merger was accounted for by the acquisition method, and accordingly the results of operations have been included in the Company\u2019s consolidated\n \nfinancial statements from the acquisition date. Net sales and income before income taxes attributable to BMC were $\n6.5\n billion and $\n789.5\n million, respectively, for the\n \nyear ended December 31, 2021. Income before income taxes attributable to BMC reflects an increase in depreciation and amortization expense related to the recording\n \nof these assets at fair value as of the acquisition date and is also impacted by changes in the business post-acquisition. \nThe consideration transferred was allocated\n \nto the identifiable assets acquired and liabilities assumed based on estimated fair values at the acquisition date, with the excess recorded as goodwill of $\n1.8\n billion,\n \nwhich is not deductible for tax purposes. Identifiable tangible assets acquired and liabilities assumed included Current assets of $\n1.2\n billion (including Cash and cash\n \nequivalents of $\n167.5\n million, Accounts receivable of $\n428.2\n million, and Inventories of $\n460.1\n million), Property, plant and equipment of $\n555.2\n million, Operating lease\n \nright-of-use assets of $\n179.1\n million, Current liabilities of $\n526.1\n million, and Other long-term liabilities (including long-term debt) of $\n944.1\n million. The fair value of\n \nacquired intangible assets of $\n1.5\n billion was primarily related to customer relationships which will be amortized over a useful life of approximately \n12.5\n years.", + "c979405e-fe3d-48e0-9104-3cdd29a0b510": "Identifiable tangible assets acquired and liabilities assumed included Current assets of $\n1.2\n billion (including Cash and cash\n \nequivalents of $\n167.5\n million, Accounts receivable of $\n428.2\n million, and Inventories of $\n460.1\n million), Property, plant and equipment of $\n555.2\n million, Operating lease\n \nright-of-use assets of $\n179.1\n million, Current liabilities of $\n526.1\n million, and Other long-term liabilities (including long-term debt) of $\n944.1\n million. The fair value of\n \nacquired intangible assets of $\n1.5\n billion was primarily related to customer relationships which will be amortized over a useful life of approximately \n12.5\n years.\n \nImmediately following the BMC Merger, the Company settled certain assumed long-term debt of $\n359.8\n million using cash on hand. \nWe incurred transaction-related\n \ncosts of $\n17.6\n million \nrelated to the BMC Merger in the year ended December 31, 2021, which is included in selling, general and administrative expenses in the\n \n50", + "6151c06b-7c0f-408a-b62e-61cd7df22cdc": "accompanying \nconsolidated statements of operations. The accounting for the BMC Merger is complete and no measurement period adjustments were recognized.\n \nThe consideration transferred was determined as the sum of the following: (A) the price per share of the Company\u2019s common stock \n(\u201cBFS common stock\u201d) of\n \n$\n40.81\n (based on the closing price per share of BFS common stock on December 31, 2020), multiplied by each of: (1) the approximately \n88.7\n million shares of BFS\n \ncommon stock issued to BMC stockholders in the BMC Merger (based on the number of shares of B\nMC common stock outstanding on December 31, 2020, multiplied\n \nby the exchange ratio as set forth in the Merger Agreement); and (2) the approximately \n0.9\n million shares of BFS common stock issued to holders of outstanding BMC\n \nrestricted stock awards in connection with the BMC Merger (based on the number of BMC restricted stock awards outstanding as of December 31, 2020 (with\n \nperformance-based awards vesting at target level of performance), multiplied by the exchange ratio as set forth in the Merger Agreement); plus (B) the fair value\n \nattributable to fully vested, outstanding options for BMC common stock held by current BMC employees that were assumed by the Company at the effective time\n \nand became options to purchase BFS common stock, with the number of shares and exercise price adjusted by the exchange ratio.\nThe following table reflects the unaudited pro forma operating results for the Company which gives effect to the BMC Merger as if it had occurred on January\n \n1, 2020\n. The pro forma results are based on assumptions that the Company believes are reasonable under the circumstances. The pro forma results are not necessarily\n \nindicative of future results. The pro forma financial information includes the historical results of the Company and BMC adjusted for certain items, which are\n \ndescribed below, and does not include the effects of any synergies or cost reduction initiatives related to the BMC Merger.\n \n \nTwelve Months Ended\nDecember 31,\n \n \n \n \n2021\n \n \n2020\n \n \n \n \n(in thousands)\n \n \nNet sales\n \n$\n19,893,856\n \n \n$\n12,766,114\n \n \nNet income\n \n \n1,874,632\n \n \n \n240,699\n \n \n \nPro forma net income reflects the following adjustments:\n\u2022\nProperty, plant and equipment and intangible assets are assumed to be recorded at their estimated fair values as of January 1, 2020, and are depreciated or\n \namortized over their estimated useful lives from that date.\n \n\u2022\nTransaction-related expenses of $\n17.6\n million incurred in 2021 are assumed to have occurred on January 1, 2020, and are presented as an expense during the\n \ntwelve months ended December 31, 2020.\n \n\u2022\nInterest expense related to certain assumed long-term debt settled in connection with the BMC Merger has been adjusted.\n\u2022\nCost of sales related to the sell-through of inventory stepped-up in value in connection with the BMC Merger has been adjusted and is presented as cost of\n \nsales for the year ended December 31, 2020.\n \n4\n. \nProperty, Plant and Equipment\n \nProperty, plant and equipment consisted of the following at December 31:\n \n \n \n2023\n \n \n2022\n \n \n \n(in thousands)\n \nLand and improvements\n \n$\n369,574\n \n \n$\n343,230\n \nBuildings and improvements\n \n \n714,767\n \n \n \n605,042\n \nMachinery and equipment\n \n \n1,303,312\n \n \n \n1,084,467\n \nInformation technology, furniture and fixtures\n \n \n213,066\n \n \n \n158,541\n \nConstruction in progress\n \n \n207,826\n \n \n \n206,129\n \nFinance lease right-of-use assets\n \n \n7,268\n \n \n \n7,968\n \nProperty, plant and equipment\n \n \n2,815,813\n \n \n \n2,405,377\n \nLess: accumulated depreciation\n \n \n1,011,989\n \n \n \n837,746\n \nProperty, plant and equipment, net\n \n$\n1,803,824\n \n \n$\n1,567,631\n \n \n51", + "46716836-9dc6-4923-ac47-f8c5fa281f1c": "Depreciation expense was \n$\n222.6\n million\n, \n$\n194.6\n million\n and \n$\n189.3\n million\n, of which \n$\n63.5\n million\n, \n$\n48.7\n million\n, and \n$\n43.5\n million\n was included in cost of sales,\n \nfor the years ended December 31, 2023, 2022 and 2021, respectively.\n \nIncluded in property, plant and equipment are certain assets held under other finance obligations. These assets are recorded at the present value of the lease\n \npayments and include land, buildings and equipment. Amortization charges associated with assets held under other finance obligations are included in depreciation\n \nexpense.\nThe following balances held under other finance obligations are included in the accompanying consolidated balance sheet as of December 31:\n \n \n2023\n \n \n2022\n \n \n \n(in thousands)\n \nLand and improvements\n \n$\n106,163\n \n \n$\n108,278\n \nBuildings and improvements\n \n \n115,970\n \n \n \n117,440\n \nAssets held under other finance obligations\n \n \n222,133\n \n \n \n225,718\n \nLess: accumulated amortization\n \n \n31,246\n \n \n \n27,753\n \nAssets held under other finance obligations, net\n \n$\n190,887\n \n \n$\n197,965\n \n \n \n \n5. \nGoodwill\n \nThe following table sets forth the changes in the carrying amount of goodwill for the years ended December 31, \n2023, and 2022:\n \n \n \n(in thousands)\n \nBalance as of December 31, 2021 (1)\n \n$\n3,270,192\n \nAcquisitions\n \n \n186,662\n \nBalance as of December 31, 2022 (1)\n \n$\n3,456,854\n \nAcquisitions\n \n \n99,702\n \nBalance as of December 31, 2023 (1)\n \n$\n3,556,556\n \n(1) Goodwill is presented net of accumulated impairment losses of $\n44.6\n million.\n \nThe change in the carrying amount of goodwill during 2023 is attributable to acquisitions. The amount allocated to goodwill is attributable to the assembled\n \nworkforces acquired, expected synergies, and expected growth from the new markets which the Company has entered. The \n$\n99.7\n million\n of goodwill recognized from\n \nthe acquisitions is expected to be tax deductible and will be amortized ratably over a \n15\n-year period for tax purposes.\nWe closely monitor trends in economic factors and their effects on operating results to determine if an impairment trigger was present that would warrant a\n \nreassessment of the recoverability of the carrying amount of goodwill prior to the required annual impairment test in accordance with the \nIntangibles \u2013 Goodwill and\n \nOther\n topic of the Codification.\n \nIn evaluating goodwill for impairment, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of the\n \nreporting unit is less than its carrying value. If it is concluded that it is more likely than not that the fair value of the reporting unit is not less than its carrying value,\n \nthen no further testing of the goodwill is required. However, if we determine that it is more likely than not that the fair value of the reporting unit is less than its\n \ncarrying amount, we perform a quantitative goodwill impairment test. This test identifies both the existence of and the amount of goodwill impairment by comparing\n \nthe fair value of a reporting unit to its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount goodwill is not impaired. If\n \nthe carrying amount of a reporting unit exceeds its fair value an impairment loss is recognized in an amount equal to that excess, limited to the amount of goodwill\n \nallocated to that reporting unit.\n \nThe process of evaluating goodwill for impairment involves the determination of the fair value of our reporting units. Our reporting units are aligned with our\n \nthree geographic operating segments. Inherent in such fair value determinations are certain judgments and estimates relating to future cash flows, including our\n \ninterpretation of current economic indicators and market valuations and assumptions about our strategic plans with regard to our operations. Due to the uncertainties\n \nassociated with such estimates, actual results could differ from such estimates resulting in further impairment of goodwill.\nIn evaluating goodwill for impairment at December 31, 2023\n, \nwe developed the fair value using a discounted cash flow methodology. The discounted cash flow\n \nmethodology establishes fair value by estimating the present value of the projected future cash flows to be generated from the reporting unit. The discount rate\n \napplied to the projected future cash flows to arrive at the present\n \n52", + "91b567de-4a89-4c76-a1fd-982e10dbf92d": "value \nis intended to reflect all risks of ownership and the associated risks of realizing the stream of projected future cash flows. The discounted cash flow\n \nmethodology uses our projections of financial performance for a \nfive-year\n period. The significant assumptions used in the discounted cash flow methodology are the\n \ndiscount rate, the terminal value and the expected future revenues and profitability.\n \nWe recorded \nno\n goodwill impairment charges in \n2023, 2022 or 2021\n.\n6. \nIntangible Assets\n \nThe following table presents intangible assets as of December 31:\n \n \n \n \n2023\n \n \n2022\n \n \n \nGross \nCarrying Amount\n \n \nAccumulated\n \nAmortization\n \n \nGross \nCarrying Amount\n \n \nAccumulated\n \nAmortization\n \n \n \n(in thousands)\n \nCustomer relationships\n \n$\n2,105,730\n \n \n$\n(\n912,865\n)\n \n$\n2,029,955\n \n \n$\n(\n606,532\n)\nTrade names\n \n \n64,500\n \n \n \n(\n36,459\n)\n \n \n201,861\n \n \n \n(\n164,797\n)\nSubcontractor relationships\n \n \n\u2014\n \n \n \n\u2014\n \n \n \n5,440\n \n \n \n(\n5,440\n)\nNon-compete agreements\n \n \n13,050\n \n \n \n(\n6,223\n)\n \n \n14,919\n \n \n \n(\n5,685\n)\nDeveloped technology\n \n \n95,600\n \n \n \n(\n25,160\n)\n \n \n95,600\n \n \n \n(\n14,377\n)\nTotal intangible assets\n \n$\n2,278,880\n \n \n$\n(\n980,707\n)\n \n$\n2,347,775\n \n \n$\n(\n796,831\n)\n \nDuring the years ended December 31, 2023, 2022 and 2021, we recorded amortization expense in relation to the above-listed intangible assets of \n$\n335.7\n million\n,\n \n$\n302.6\n million\n and \n$\n358.1\n million\n, respectively. We recorded \nno\n intangible asset impairment charges for those same years.\n \nDuring 2023 we derecognized certain customer relationships, trade names, non-compete agreements and subcontractor relationships assets as they were fully\n \namortized, resulting in a decrease in the gross carrying amount of the intangible assets and the related accumulated amortization.\nIn connection with the current year acquisitions, we recorded customer relationships intangible assets of \n$\n82.9\n million\n. The weighted average useful life of the\n \nacquired customer relationships intangible assets is \n4.6\n years. The fair value of acquired customer relationships intangible assets was primarily estimated by applying\n \nthe multiperiod excess earnings method, which involved the use of significant estimates and assumptions primarily related to forecasted revenue growth rates, gross\n \nmargin, contributory asset charges, customer attrition rates, and market-participant discount rates. These measures are based on significant Level 3 inputs not\n \nobservable in the market. Key assumptions developed based on the Company\u2019s historical experience, future projections and comparable market data include future\n \ncash flows, long-term growth rates, attrition rates and discount rates.\nThe following table presents the estimated amortization expense for intangible assets for the years ending December 31:\n \n \n \n \n(in thousands)\n \n2024\n \n$\n287,476\n \n2025\n \n \n212,484\n \n2026\n \n \n184,133\n \n2027\n \n \n148,947\n \n2028\n \n \n124,052\n \nThereafter\n \n \n341,081\n \nTotal future net intangible amortization expense\n \n$\n1,298,173\n \n \n \n53", + "b5a2cf21-0bff-40ed-adb8-41621b8cb6ac": "7. \nAccrued Liabilities\n \nAccrued liabilities consisted of the following:\n \n \n \nDecember 31,\n2023\n \n \nDecember 31,\n2022\n \n \n \n(in thousands)\n \nAccrued payroll and other employee related expenses\n \n$\n383,157\n \n \n$\n400,711\n \nSelf-insurance reserves\n \n \n89,987\n \n \n \n79,252\n \nAccrued business taxes\n \n \n59,110\n \n \n \n77,438\n \nAccrued contingent consideration & purchase price adjustments\n \n \n43,127\n \n \n \n5,699\n \nAccrued rebates payable\n \n \n35,921\n \n \n \n51,714\n \nAccrued interest\n \n \n34,537\n \n \n \n34,327\n \nAmounts accrued for repurchases of common stock\n \n \n16,988\n \n \n \n44,447\n \nOther\n \n \n54,701\n \n \n \n45,421\n \nTotal accrued liabilities\n \n$\n717,528\n \n \n$\n739,009\n \n \n \n8. \nLong-Term Debt\n \nLong-term debt consisted of the following:\n \n \n \nDecember 31,\n2023\n \n \nDecember 31,\n2022\n \n \n \n(in thousands)\n \nRevolving credit facility (1)\n \n$\n464,000\n \n \n$\n264,000\n \n4.25\n% 2032 notes\n \n \n1,300,000\n \n \n \n1,300,000\n \n6.375\n% 2032 notes\n \n \n700,000\n \n \n \n700,000\n \n2030 notes\n \n \n550,000\n \n \n \n550,000\n \nOther finance obligations\n \n \n193,048\n \n \n \n197,281\n \nFinance lease obligations\n \n \n2,297\n \n \n \n4,105\n \n \n \n \n3,209,345\n \n \n \n3,015,386\n \nUnamortized debt discount/premium and debt issuance costs\n \n \n(\n28,285\n)\n \n \n(\n31,189\n)\n \n \n \n3,181,060\n \n \n \n2,984,197\n \nLess: current maturities of long-term debt\n \n \n3,649\n \n \n \n6,355\n \nLong-term debt, net of current maturities, discounts and issuance costs\n \n$\n3,177,411\n \n \n$\n2,977,842\n \n \n(1) The weighted average interest rate was \n7.1\n%\n and \n3.7\n%\n as of December 31, 2023, and 2022\n, respectively.\n \n2021 Debt Transactions\nRevolving Credit Facility Amendments\nOn January 29, 2021, the Company amended its revolving credit facility to increase the total commitments by an aggregate amount of $\n500.0\n million resulting in\n \na new $\n1.4\n billion amended credit facility, and to extend the maturity date from November 2023 to January 2026. All other material terms of the credit facility remain\n \nunchanged from those of the previous agreement. In connection with this amendment, we expensed $\n1.0\n million of unamortized debt issuance costs related to exiting\n \nlenders to interest expense. We will amortize $\n4.3\n million of new debt issuance costs related to the amendment over the remaining contractual life.\nOn December 17, 2021, the Company amended its revolving credit facility to extend the maturity by \n11\n months to \nDecember 17, 2026\n. Additionally, the\n \namendment reduced the interest rates and commitment fee under the credit facility by \n0.500\n% and \n0.175\n%, respectively. All other material terms of the credit facility\n \nremained unchanged from those of the previous agreement. In connection with this amendment, we incurred $\n1.5\n million of new debt issuance costs which, together\n \nwith the previous unamortized debt issuance costs, will be deferred and amortized over the remaining contractual life.\n \nNotes Repurchase Transactions\nOn March 3, 2021, pursuant to the optional call feature in the indenture governing our 2027 notes, $\n82.5\n million of 2027 notes were redeemed at a redemption\n \nprice equal to \n103\n% of the principal amount of the notes, plus accrued and unpaid interest. In connection with this redemption, we recognized a loss on\n \nextinguishment of $\n3.6\n million, which was recorded to interest expense in second quarter of 2021. Of this loss, $\n2.5\n million was attributable to the payment of\n \nredemption premiums on the extinguished notes and $\n1.1\n million was attributable to the write-off of unamortized net debt discount and debt issuance costs.\n \n54", + "cd6adb04-cf91-4918-af55-faaaeeb52009": "On December 3, 2021, we redeemed an additional $\n82.5\n million of 2027 notes at a redemption price equal to \n103\n% of the principal amount of the notes, plus\n \naccrued and unpaid interest. In connection with this redemption, we recognized a loss on extinguishment of $\n3.5\n million, which was recorded to interest expense in\n \nthe fourth quarter of 2021. Of this loss, $\n2.5\n million was attributable to the payment of redemption premiums on the extinguished notes and $\n1.0\n million was\n \nattributable to the write-off of unamortized net debt discount and debt issuance costs.\n \nNotes Offering Transaction\nOn July 23, 2021, the Company completed a private offering of $\n1.0\n billion in aggregate principal amount of \n4.25\n% 2032 notes at an issue price equal to \n100\n% of\n \ntheir par value. Net proceeds from the offering were used to repay indebtedness outstanding under the Revolving facility and related transaction fees and expenses,\n \nwith the remaining net proceeds used for general corporate purposes. In connection with the offering, we incurred $\n13.7\n million of various third-party fees and\n \nexpenses. These costs have been recorded as a reduction to long-term debt and are being amortized over the contractual life of the \n4.25\n% 2032 notes using the\n \neffective interest method. The \n4.25\n% 2032 notes are discussed in more detail below.\n2022 Debt Transactions\nNotes Offering Transactions\nOn January 21, 2022, the Company completed a private offering of an additional $\n300.0\n million in aggregate principal amount of \n4.25\n% 2032 notes at an issue\n \nprice equal to \n100.50\n% of par value. The net proceeds from the offering were used to repay indebtedness outstanding under the Revolving facility and pay related\n \ntransaction fees and expenses. The \n4.25\n% 2032 notes issued in January 2022 form part of the same series of notes as the $\n1.0\n billion of \n4.25\n% 2032 notes issued in\n \nJuly 2021.\nThe additional $\n1.5\n million in proceeds received in excess of par value represents a debt premium which has been recorded as an increase to long-term debt. In\n \nconnection with the offering, we incurred $\n4.4\n million of various third-party fees and expenses which have been recorded as a reduction to long-term debt. The debt\n \npremium and third-party costs will be amortized over the contractual life of the \n4.25\n% 2032 notes using the effective interest method.\nOn June 15, 2022, the Company completed a private offering of $\n700.0\n million in aggregate principal amount of \n6.375\n% 2032 notes at an issue price equal to\n \n100\n% of par value. Subsequently, on June 16, 2022, the Company redeemed the remaining $\n612.5\n million of 2027 notes.\nIn connection with the issuance of the \n6.375\n% 2032 notes, we incurred $\n10.4\n million of various third-party fees and expenses. These costs have been recorded\n \nas a reduction to long-term debt and are being amortized over the contractual life of the \n6.375\n% 2032 notes using the effective interest method.\n \nThe Company concluded the redemption of the 2027 notes was a debt extinguishment and recorded a loss on debt extinguishment of $\n27.4\n million in interest\n \nexpense in the second quarter of 2022. Of this loss, $\n20.7\n million was attributable to the payment of the redemption premium on the extinguished notes and $\n6.7\n million\n \nwas attributable to the write-off of unamortized debt issuance costs and debt premium.\nRevolving Credit Facility Amendments\nOn February 4, 2022, we amended our revolving credit facility to increase the total commitments by an aggregate amount of $\n400.0\n million, resulting in a total\n \n$\n1.8\n billion revolving credit facility. All other material terms of the credit facility remain unchanged from those of the previous agreement. \nEffective with this\n \namendment, the eurodollar rate loans and related interest rate benchmark were changed to term SOFR. The applicable margin ranges for term SOFR loans were\n \namended to be from \n1.35\n% to \n1.60\n% and there are no changes to base rate loan borrowings.", + "f83b1c51-868a-41ac-8ab4-271e1edd3764": "Of this loss, $\n20.7\n million was attributable to the payment of the redemption premium on the extinguished notes and $\n6.7\n million\n \nwas attributable to the write-off of unamortized debt issuance costs and debt premium.\nRevolving Credit Facility Amendments\nOn February 4, 2022, we amended our revolving credit facility to increase the total commitments by an aggregate amount of $\n400.0\n million, resulting in a total\n \n$\n1.8\n billion revolving credit facility. All other material terms of the credit facility remain unchanged from those of the previous agreement. \nEffective with this\n \namendment, the eurodollar rate loans and related interest rate benchmark were changed to term SOFR. The applicable margin ranges for term SOFR loans were\n \namended to be from \n1.35\n% to \n1.60\n% and there are no changes to base rate loan borrowings.\n In connection with this amendment, we incurred $\n2.0\n million of new debt\n \nissuance costs which have been recorded as other assets and will be amortized straight-line through December 2026.\n \n2023 Debt Transactions\nRevolving Credit Facility Amendments\nOn January 17, 2023, the Company amended the Revolving facility to extend the maturity of $\n1,620.0\n million, and $\n180.0\n million commitments of the total\n \n$\n1,800.0\n million commitments to \nJanuary 17, 2028\n, and \nDecember 17, 2026\n, respectively. Subsequently, on April 3, 2023, the company further amended the Revolving\n \nfacility to extend the maturity of the $\n180.0\n million commitments to \nJanuary 17, 2028\n. These amendments included additional interest pricing tiers for borrowings,\n \nwhich range from \n1.10\n% to \n1.60\n% in the case of loans using SOFR, and \n0.00\n% to \n0.50\n% in the case of base rate loans.\n \n55", + "09108780-72e6-47d0-a5a7-f8db58cf8892": "In connection with these amendments, we expensed $\n0.7\n million of unamortized debt issuance costs related to exiting lenders to interest expense, and we\n \nincurred $\n1.9\n million of new debt issuance costs which, together with the previous unamortized debt issuance costs, have been deferred and amortized over the\n \nremaining contractual life.\nRevolving Credit Facility\nAs of December 31, 2023, the Revolving facility provides for a \n$\n1.8\n billion\n revolving credit line to be used for working capital, general corporate purposes and\n \nfunding capital expenditures and growth opportunities. In addition, we may use the Revolving facility to facilitate debt repayment and consolidation. The available\n \nborrowing capacity, or borrowing base, is derived from a percentage of the Company\u2019s eligible receivables and inventory, as defined by the agreement, subject to\n \ncertain reserves. As of December 31, 2023, we had \n$\n464.0\n million\n in outstanding borrowings under our Revolving facility and our net excess borrowing availability\n \nwas \n$\n1.3\n billion\n after being reduced by outstanding letters of credit of \n$\n70.3\n million\n.\n \nAs of December 31, 2023\n, borrowings under the Revolving facility bear interest, at our option, at either the SOFR or a base rate, plus, in each case, an\n \napplicable margin. The applicable margin ranges from \n1.10\n% to \n1.60\n% per annum in the case of term SOFR loans and \n0.00\n% to \n0.50\n% per annum in the case of base\n \nrate loans. A commitment fee, currently \n0.20\n% per annum, is charged on the unused amount of the Revolving facility based on quarterly average loan utilization.\n \nLetters of credit under the Revolving facility are assessed at a rate equal to \n1.25\n% or \n1.50\n%, based on the average excess availability, as well as a fronting fee at a rate\n \nof \n0.125\n% per annum. These fees are payable quarterly in arrears at the end of March, June, September, and December.\n \nAll obligations under the Revolving facility are guaranteed jointly and severally by the Company and all other subsidiaries that guarantee our 2030 notes, our\n \n4.25\n% 2032 notes, and our \n6.375\n% 2032 notes (such subsidiaries, the \u201cDebt Guarantors\u201d). All obligations and the guarantees of those obligations are secured by\n \nsubstantially all of the assets of the Company and the Debt Guarantors, subject to certain exceptions and permitted liens, including, with respect to the Revolving\n \nfacility, a first-priority security interest in such assets that constitute Revolving Collateral (as defined below) and a second-priority security interest in such assets\n \nthat constitute Notes Collateral (as defined below).\n \n\u201cRevolving Collateral\u201d includes substantially all presently owned and after-acquired accounts receivable, inventory, rights of unpaid vendors with respect to\n \ninventory, deposit accounts, commodity accounts, securities accounts and lock boxes, investment property, cash and cash equivalents, and general intangibles,\n \nbooks and records, supporting obligations and documents and related letters of credit, commercial tort claims or other claims related to and proceeds of each of the\n \nforegoing. \u201cNotes Collateral\u201d includes all collateral that is not ABL Collateral.\nThe Revolving facility contains restrictive covenants which, among other things, limit the Company\u2019s ability to incur additional indebtedness, incur liens,\n \nengage in mergers or other fundamental changes, sell certain assets, pay dividends, make acquisitions or investments, prepay certain indebtedness, change the\n \nnature of our business, and engage in certain transactions with affiliates. \nIn addition, the Revolving facility also contains a financial covenant requiring the\n \nsatisfaction of a minimum fixed charge ratio of \n1.00\n to 1.00 if our excess availability falls below the greater of $\n80.0\n million or \n10\n% of the maximum borrowing amount,\n \nwhich was\n $\n180.0\n \nmillion as of December 31, 2023\n.\nSenior Secured Notes due 2030\nAs of December 31, 2023, we have \n$\n550.0\n million\n outstanding in aggregate principal amount of the 2030 notes, which mature on \nMarch 1, 2030\n.", + "77fd82e3-7c98-450e-b2d7-a02e1b7dbd8d": "In addition, the Revolving facility also contains a financial covenant requiring the\n \nsatisfaction of a minimum fixed charge ratio of \n1.00\n to 1.00 if our excess availability falls below the greater of $\n80.0\n million or \n10\n% of the maximum borrowing amount,\n \nwhich was\n $\n180.0\n \nmillion as of December 31, 2023\n.\nSenior Secured Notes due 2030\nAs of December 31, 2023, we have \n$\n550.0\n million\n outstanding in aggregate principal amount of the 2030 notes, which mature on \nMarch 1, 2030\n. Interest accrues\n \non the 2030 notes at a rate of \n5.00\n% per annum and is \npayable semi-annually on March 1 and September 1 of each year, commencing on September 1, 2020.\nThe terms of the 2030 notes are governed by the indenture, dated February 11, 2020 (the \u201c2030 Indenture\u201d), among the Company, the guarantors named\n \ntherein and Wilmington Trust, National Association, as trustee. The 2030 notes, subject to certain exceptions, are guaranteed, jointly and severally, on a senior\n \nunsecured basis, by the Debt Guarantors. Subject to certain exceptions, future subsidiaries that guarantee the Revolving\n \nfacility, the 2032 notes or certain other\n \nindebtedness will also guarantee the 2030 notes.\nThe 2030 notes constitute senior unsecured obligations of the Company and the Debt Guarantors, \npari passu\n in right of payment with all of the existing and\n \nfuture senior indebtedness of the Company, including indebtedness under the Revolving facility, and the 2032 notes. The 2030 notes are also (i) effectively\n \nsubordinated to all existing and future secured indebtedness of the Company and the Debt Guarantors to the extent of the value of the assets securing such\n \nindebtedness, (ii) senior to all of the future subordinated indebtedness of the Company and the Debt Guarantors, and (iii) structurally subordinated to any existing\n \nand future indebtedness and other liabilities, including preferred stock, of the Company\u2019s subsidiaries that do not guarantee the 2030 notes.\n56", + "4b7f53dc-687f-4aef-b3f9-fecb5706ecdb": "The 2030 Indenture contains restrictive covenants that limit the ability of the Company and its restricted subsidiaries to, among other things, incur additional\n \ndebt or issue preferred stock, create liens, create restrictions on the Company\u2019s subsidiaries\u2019 ability to make payments to the Company, pay dividends and make other\n \ndistributions in respect of the Company\u2019s and its subsidiaries\u2019 capital stock, make certain investments or certain other restricted payments, guarantee indebtedness,\n \ndesignate unrestricted subsidiaries, sell certain kinds of assets, enter into certain types of transactions with affiliates, and effect mergers and consolidations.\nAt any time prior to March 1, 2025, the Company may redeem the 2030 notes in whole or in part at a redemption price equal to \n100\n% of the principal amount of\n \nthe 2030 notes plus the \u201capplicable premium\u201d set forth in the 2030 Indenture. At any time on or after March 1, 2025, the Company may redeem the 2030 notes at the\n \nredemption prices set forth in the 2030 Indenture, plus accrued and unpaid interest, if any, to the redemption date. If the Company experiences certain change of\n \ncontrol events, holders of the 2030 notes may require it to repurchase all or part of their 2030 notes at \n101\n% of the principal amount thereof, plus accrued and unpaid\n \ninterest, if any, to the repurchase date.\nSenior Secured Notes due 2032\nAs described above, during 2022, the Company issued $\n300.0\n million of \n4.25\n% 2032 notes, which form part of the same series of notes as the $\n1.0\n billion of\n \n4.25\n% 2032 notes issued in July 2021, and $\n700.0\n million of \n6.375\n% 2032 notes (collectively, the \u201c2032 notes\u201d). The \n4.25\n% 2032 notes mature on \nFebruary 1, 2032\n, with\n \ninterest accruing at a rate of \n4.25\n% per annum and interest \npayable semi-annually on February 1 and August 1 of each year. The \n6.375\n% 2032 notes mature on \nJune\n \n15, 2032\n, with interest accruing at a rate of \n6.375\n% per annum and interest \npayable semi-annually on June 15 and December 15 of each year\n.\n \nThe terms of the \n4.25\n% 2032 notes and the \n6.375\n% 2032 notes are governed by the indentures, dated as of July 23, 2021, and June 15, 2022 (collectively the\n \n\u201c2032 Indentures\u201d), respectively, contain consistent terms and are among the Company, the guarantors named therein and Wilmington Trust, National Association,\n \nas trustee.\n \nThe 2032 notes, subject to certain exceptions, are guaranteed, jointly and severally, on a senior unsecured basis, by the Debt Guarantors. Subject to certain\n \nexceptions, future subsidiaries that guarantee the Revolving facility, the 2030 notes or certain other indebtedness will also guarantee the 2032 notes.\nThe 2032 notes constitute senior unsecured obligations of the Company and Debt Guarantors,\n pari passu\n in right of payment, with all of the existing and\n \nfuture senior indebtedness of the Company, including indebtedness under the Revolving facility and the 2030 notes, effectively subordinated to all existing and\n \nfuture secured indebtedness of the Company and the Debt Guarantors (including indebtedness under the Revolving facility and 2032 notes) to the extent of the value\n \nof the assets securing such indebtedness, senior to all of the future subordinated indebtedness of the Company and the Debt Guarantors and structurally\n \nsubordinated to any existing and future indebtedness and other liabilities, including preferred stock, of the Company\u2019s subsidiaries that do not guarantee the 2032\n \nnotes.\nThe 2032 Indentures contain restrictive covenants that limit the ability of the Company and its restricted subsidiaries to, among other things, incur additional\n \ndebt or issue preferred stock, create liens, create restrictions on the Company\u2019s subsidiaries\u2019 ability to make payments to the Company, pay dividends and make other\n \ndistributions in respect of the Company\u2019s and its subsidiaries\u2019 capital stock, make certain investments or certain other restricted payments, guarantee indebtedness,\n \ndesignate unrestricted subsidiaries, sell certain kinds of assets, enter into certain types of transactions with affiliates, and effect mergers and consolidations.", + "152d313f-c4b0-4341-914c-32bda8214de7": "The 2032 Indentures contain restrictive covenants that limit the ability of the Company and its restricted subsidiaries to, among other things, incur additional\n \ndebt or issue preferred stock, create liens, create restrictions on the Company\u2019s subsidiaries\u2019 ability to make payments to the Company, pay dividends and make other\n \ndistributions in respect of the Company\u2019s and its subsidiaries\u2019 capital stock, make certain investments or certain other restricted payments, guarantee indebtedness,\n \ndesignate unrestricted subsidiaries, sell certain kinds of assets, enter into certain types of transactions with affiliates, and effect mergers and consolidations.\nThe Company may redeem the 2032 notes within five years from the date of issuance, in whole or in part, at a redemption price equal to \n100\n% of the principal\n \namount of each of the 2032 notes plus the \u201capplicable premium\u201d set forth in the 2032 Indentures. The Company may, within three years of the date of issuance,\n \nredeem up to \n40\n% of the aggregate principal amount of each of the 2032 notes with the net cash proceeds of one or more equity offerings at a premium of the principal\n \namount thereof, as described in the 2032 Indentures, plus accrued and unpaid interest, if any, to the redemption date. After the five-year period from original\n \nissuance, the Company may redeem each of the 2032 notes at the redemption prices set forth in the 2032 Indentures, plus accrued and unpaid interest, if any, to the\n \nredemption date. If the Company experiences certain change of control triggering events, holders of each of the 2032 notes may require it to repurchase all or part of\n \ntheir notes at \n101\n% of the principal amount thereof, plus accrued and unpaid interest, if any, to the repurchase date.\nAs of December 31, 2023, we were not in violation of any covenants or restrictions imposed by any of our debt agreements.\n57", + "4d50366c-46fc-44de-8e97-a3d5a0525e33": "Future maturities of long-term debt as of December 31, \n2023, were as follows:\n \n \n(in thousands)\n \n2024\n \n \n\u2014\n \n2025\n \n \n\u2014\n \n2026\n \n \n\u2014\n \n2027\n \n \n\u2014\n \n2028\n \n \n464,000\n \nThereafter\n \n \n2,550,000\n \nTotal long-term debt\n \n$\n3,014,000\n \n \n9. \nLeases and Other Finance Obligations\n \n \nRight-of-use assets and lease liabilities consisted of the following as of December 31:\n \n \n2023\n \n \n2022\n \n \n \n(in thousands)\n \nAssets\n \n \n \n \n \n \nOperating lease right-of-use assets, net\n \n$\n502,184\n \n \n$\n485,704\n \nFinance lease right-of-use assets\n, net (included in property, plant and equipment, net)\n \n \n2,714\n \n \n \n4,398\n \nTotal right-of-use assets\n \n$\n504,898\n \n \n$\n490,102\n \nLiabilities\n \n \n \n \n \n \nCurrent\n \n \n \n \n \n \nCurrent portion of operating lease liabilities\n \n$\n98,217\n \n \n$\n100,758\n \nCurrent portion of finance lease liabilities\n (included in current maturities of long-term debt)\n \n \n1,184\n \n \n \n2,122\n \nNoncurrent\n \n \n \n \n \n \nNoncurrent portion of operating lease liabilities\n \n \n434,081\n \n \n \n404,463\n \nNoncurrent portion of finance lease liabilities\n (included in long-term debt, net of current\n \nmaturities)\n \n \n1,113\n \n \n \n1,983\n \nTotal lease liabilities\n \n$\n534,595\n \n \n$\n509,326\n \n \nTotal lease costs consisted of the following for the years ended December 31:\n \n \n \n \n \n \n \n \n \n \n \n \n2023\n \n \n2022\n \n \n2021\n \n \n \n(in thousands)\n \nOperating lease costs (1)\n \n$\n144,243\n \n \n$\n144,755\n \n \n$\n133,009\n \nFinance lease costs:\n \n \n \n \n \n \n \n \n \nAmortization of finance lease right-of-use assets\n \n \n2,089\n \n \n \n1,876\n \n \n \n2,166\n \nInterest on finance lease liabilities\n \n \n201\n \n \n \n179\n \n \n \n360\n \nVariable lease costs\n \n \n34,408\n \n \n \n30,590\n \n \n \n27,276\n \nTotal lease costs\n \n$\n180,941\n \n \n$\n177,400\n \n \n$\n162,811\n \n \n(1) Includes short-term lease costs and sublease income which were not material for all periods presented.\n \n58", + "6f42ff28-0b6e-42b1-a92e-04befecd66b8": "Future maturities of lease liabilities as of December 31, \n2023, were as follows:\n \n \nFinance \nLeases\n \n \nOperating \nLeases\n \n \n \n(in thousands)\n \n2024\n \n$\n1,280\n \n \n$\n123,916\n \n2025\n \n \n524\n \n \n \n110,294\n \n2026\n \n \n269\n \n \n \n95,736\n \n2027\n \n \n222\n \n \n \n80,894\n \n2028\n \n \n132\n \n \n \n69,874\n \nThereafter\n \n \n54\n \n \n \n169,274\n \nTotal lease payments\n \n \n2,481\n \n \n \n649,988\n \nLess: amount representing interest\n \n \n(\n184\n)\n \n \n(\n117,690\n)\nPresent value of lease liabilities\n \n \n2,297\n \n \n \n532,298\n \nLess: current portion\n \n \n(\n1,184\n)\n \n \n(\n98,217\n)\nLong-term lease liabilities, net of current portion\n \n$\n1,113\n \n \n$\n434,081\n \n \nWeighted average lease terms and discount rates as of December 31 were as follows:\n \n \n2023\n \n \n2022\n \nWeighted average remaining lease term (years)\n \n \n \n \n \n \nOperating leases\n \n \n6.6\n \n \n \n6.4\n \nFinance leases\n \n \n2.8\n \n \n \n2.6\n \nWeighted average discount rate\n \n \n \n \n \n \nOperating leases\n \n \n6.0\n%\n \n \n5.6\n%\nFinance leases\n \n \n6.1\n%\n \n \n5.7\n%\n \nThe following table presents cash paid for amounts included in the measurement of lease liabilities for the years ended December 31:\n \n \n2023\n \n \n2022\n \n \n2021\n \n \n \n(in thousands)\n \nCash paid for amounts included in the measurement of lease liabilities:\n \n \n \n \n \n \n \n \n \nOperating cash flows from operating leases\n \n$\n127,562\n \n \n$\n125,311\n \n \n$\n118,314\n \nOperating cash flows from finance leases\n \n \n201\n \n \n \n179\n \n \n \n360\n \nFinancing cash flows from finance leases\n \n \n2,214\n \n \n \n1,844\n \n \n \n2,709\n \n \nOur lease agreements do not impose any significant restrictions or covenants on us. As of December 31, 2023, we do not have any material leases that have\n \nbeen signed but have not yet commenced and are not reflected on our consolidated balance sheet. Leases with related parties are not significant as of and for the\n \nyears ended December 31, 2023, 2022 and 2021.\n \nOther Finance Obligations\n \nIn addition to the operating and finance lease arrangements described above, the \nCompany is party to \n115\n individual property lease agreements with a single\n \nlessor as of December 31, 2023\n. These lease agreements had initial terms ranging from \nnine\n to \n15 years\n with renewal options in \nfive-year\n increments providing for up\n \nto approximately \n30\n-year total lease terms.\n \nA related agreement between the lessor and the Company gives the Company the right to acquire a limited number of the\n \nleased facilities at fair market value. These purchase rights represent a form of continuing involvement with these properties, which precluded sale-leaseback\n \naccounting. As a result, the Company treats all of the properties that it leases from this lessor as a financing arrangement.\nWe were deemed the owner of certain of our facilities during their construction period based on an evaluation made in accordance with the \nLeases\n topic of the\n \nCodification. Effectively, a sale and leaseback of these facilities occurred when construction was completed and the lease term began. These transactions did not\n \nqualify for sale-leaseback accounting. As a result, the Company treats the lease of these facilities as a financing arrangement.\nAs of December 31, 2023, other finance obligations consist of \n$\n193.0\n million\n, with cash payments of \n$\n20.9\n million\n for the year ended December 31, 2023. These\n \nother finance obligations are included on the consolidated balance sheets as part of long-term debt. The related assets are recorded as components of property,\n \nplant, and equipment on the consolidated balance sheets.\n \n59", + "95c4cfa1-e1e5-4ee2-92d4-93c174cf7d2a": "Future maturities for other finance obligations as of December 31, \n2023, were as follows:\n \n \n \n \n(in thousands)\n \n2024\n \n$\n16,408\n \n2025\n \n \n16,408\n \n2026\n \n \n16,139\n \n2027\n \n \n16,073\n \n2028\n \n \n16,087\n \nThereafter\n \n \n120,439\n \nTotal\n \n$\n201,554\n \n \n10. \nEmployee Stock-Based Compensation\n \n2014 Incentive Plan\n \nUnder our 2014 Incentive Plan (\u201c2014 Plan\u201d), as amended, the Company is authorized to grant awards in the form of incentive stock options, non-qualified\n \nstock options, restricted stock shares, restricted stock units, other common stock-based awards and cash-based awards. As of December 31, 2023, the Company had\n \nreserved\n \n15.1\n million shares\n of common stock for the grant of awards under the 2014 Plan, subject to adjustment as provided by the 2014 Plan. All shares under the\n \nPlan may be made subject to options, stock appreciation rights (\u201cSARs\u201d), or stock-based awards. Stock options and SARs granted under the 2014 Plan may not have\n \na term exceeding \n10\n years from the date of grant. The 2014 Plan also provides that all awards will become fully vested and/or exercisable upon a change in control (as\n \ndefined in the 2014 Plan) if those awards (i) are not assumed or equitably substituted by the surviving entity or (ii) have been assumed or equitably substituted by\n \nthe surviving entity, and the grantee\u2019s employment is terminated under certain circumstances. Other specific terms for awards granted under the 2014 Plan shall be\n \ndetermined by our Compensation Committee (or the board of directors if so determined by the board of directors). \nAwards granted under the 2014 Plan generally vest\n \nratably over a \nthree\n to \nfour-year\n period or cliff vest after a period of \nthree\n to \nfour years\n.\n As of December 31, 2023, \n7.6\n million shares were available for issuance under\n \nthe 2014 Plan. If it is assumed that shares will be issued at the target vesting amount for outstanding RSUs with variable payout provisions, an additional \n0.5\n million\n \nshares would be included in the shares available for future issuance under the 2014 Plan.\n \nPrevious Incentive Plans\n \nWe were authorized to issue shares of common stock pursuant to awards granted in various forms under our 1998 Stock Incentive Plan, 2005 Equity Incentive\n \nPlan, and 2007 Incentive Plan. \nNo\n further grants will be made under these plans and all remaining awards granted under these plans are fully vested and exercisable.\n \nStock Options\n \nThe following table summarizes our stock option activity:\n \n \n \n \n \n \nWeighted\n \n \nWeighted\n \n \n \n \n \n \n \n \n \nAverage\n \n \nAverage\n \n \n \n \n \n \n \n \n \nExercise\n \n \nRemaining\n \n \nAggregate\n \n \n \nOptions\n \n \nPrice\n \n \nYears\n \n \nIntrinsic Value\n \n \n \n(in thousands)\n \n \n \n \n \n \n \n \n(in thousands)\n \nOutstanding at December 31, 2022\n \n \n130\n \n \n$\n9.41\n \n \n \n \n \n \n \nExercised\n \n \n(\n73\n)\n \n$\n9.05\n \n \n \n \n \n \n \nForfeited\n \n \n\u2014\n \n \n$\n\u2014\n \n \n \n \n \n \n \nOutstanding at December 31, 2023\n \n \n57\n \n \n$\n9.88\n \n \n \n1.6\n \n \n$\n8,996\n \nExercisable at December 31, 2023\n \n$\n57\n \n \n$\n9.88\n \n \n \n1.6\n \n \n$\n8,996\n \n \nThe outstanding options at December 31, 2023, include \n47,000\n options under the 2014 plan, \n3,000\n options under the 2007 Plan, and \n7,000\n options under the\n \n1998 Plan. There were \nno\n outstanding options at December 31, \n2023, under the 2005 Plan. As of December 31, 2023\n, all outstanding options under the 2014 Plan, the\n \n2007 Plan, and the 1998 Plan were exercisable. There were \nno\n options granted during the years ended December 31, \n2023, 2022 or 2021\n. There were \nno\n options vested\n \nduring the years ended December 31, \n2023, and 2022. The total fair value of options vested during the year ended December 31, 2021, was \n$\n0.1\n million.", + "93ad1da2-8875-4de5-8a03-b8ad52106735": "There were \nno\n outstanding options at December 31, \n2023, under the 2005 Plan. As of December 31, 2023\n, all outstanding options under the 2014 Plan, the\n \n2007 Plan, and the 1998 Plan were exercisable. There were \nno\n options granted during the years ended December 31, \n2023, 2022 or 2021\n. There were \nno\n options vested\n \nduring the years ended December 31, \n2023, and 2022. The total fair value of options vested during the year ended December 31, 2021, was \n$\n0.1\n million. The total\n \nintrinsic value of options exercised during the years ended December 31, 2023, 2022 and 2021 were \n$\n9.0\n million, \n$\n3.6\n million and \n$\n7.0\n million, respectively. Vesting of all\n \nour stock options was contingent solely on continuous employment over the requisite service period.\n60", + "151b92e0-e4d3-4130-b869-af89f308ef16": "Restricted Stock Units\n \nThe total outstanding RSUs at December 31, 2023, include \n1.5\n million\n units granted under the 2014 Plan.\nTime Based Restricted Stock Unit Grants\nThe Company grants RSUs to employees under our 2014 Incentive Plan for which vesting is based solely on continuous employment over the requisite\n \nservice period. \nThe following table summarizes activity for RSUs subject solely to service conditions for the year ended December 31, \n2023: \n \n \n \n \n \nWeighted\n \n \n \n \n \n \nAverage Grant\n \n \n \nShares\n \n \nDate Fair Value\n \n \n \n(in thousands)\n \n \n \n \nNonvested at December 31, 2022\n \n \n1,224\n \n \n$\n48.78\n \nGranted\n \n \n515\n \n \n$\n87.05\n \nVested\n \n \n(\n578\n)\n \n$\n43.77\n \nForfeited\n \n \n(\n43\n)\n \n$\n65.93\n \nNonvested at December 31, 2023\n \n \n1,118\n \n \n$\n68.35\n \n \nThe weighted average grant date fair value of RSUs for which vesting is subject solely to service conditions granted during the years ended December 31,\n \n2023, 2022 and 2021 was \n$\n87.05\n, \n$\n62.46\n, and \n$\n47.36\n, respectively.\nPerformance, Market and Service Condition Based Restricted Stock Unit Grants\nThe Company grants RSUs to employees under our 2014 Incentive Plan, that generally vest based on the Company\u2019s level of achievement of performance\n \ngoals relating to return on invested capital over a \nthree-year\n period (\u201cperformance condition\u201d) as well as continued employment during the performance period\n \n(\u201cservice condition\u201d). The total number of shares of common stock that may be earned from the performance condition ranges from \nzero\n to \n200\n% of the RSUs granted.\n \nThe number of shares earned from the performance condition may be further increased or decreased by \n10\n% based on the Company\u2019s total shareholder return relative\n \nto a peer group during the performance period (\u201cmarket condition\u201d). \nThe following table summarizes activity for these RSUs for the year ended December 31, \n2023: \n \n \n \n \n \nWeighted\n \n \n \n \n \n \nAverage Grant\n \n \n \nShares\n \n \nDate Fair Value\n \n \n \n(in thousands)\n \n \n \n \nNonvested at December 31, 2022\n \n \n493\n \n \n$\n42.59\n \nGranted\n \n \n183\n \n \n$\n88.48\n \nPerformance & market achievement adjustment (1)\n \n \n247\n \n \n$\n23.18\n \nVested\n \n \n(\n497\n)\n \n$\n24.75\n \nForfeited\n \n \n(\n20\n)\n \n$\n64.43\n \nNonvested at December 31, 2023\n \n \n406\n \n \n$\n72.22\n \n \n(1) Represents RSUs granted prior to 2023 for which the performance and market achievement period was completed in 2023, resulting in incremental unit awards\n \ngranted. These incremental awards are also included in the amount vested in 2023\n.\n \nThe weighted average grant date fair value of RSUs for which vesting is subject to performance, market and service conditions granted during the years\n \nended December 31, 2023, 2022 and 2021 was \n$\n88.48\n, \n$\n70.77\n and \n$\n41.62\n, respectively.\n \nOur results of operations include stock compensation expense of \n$\n48.5\n million, \n$\n31.3\n million\n and \n$\n31.5\n million\n for the years ended December 31, 2023, 2022 and\n \n2021, respectively. We recognized excess tax benefits for stock options exercised and RSUs vested of \n$\n16.3\n million, \n$\n16.2\n million and \n$\n8.7\n million for the years ended\n \nDecember 31, 2023, 2022 and 2021, respectively. The total fair value of RSUs vested during the years ended December 31, 2023, 2022 and 2021 was \n$\n37.6\n million, \n$\n29.0\n \nmillion and \n$\n22.9\n million, respectively.\n \nAs of December 31, 2023, there was \n$\n65.0\n million of total unrecognized compensation cost related to non-vested share-based compensation arrangements\n \ngranted under the Plans. That cost is expected to be recognized over a weighted-average period of \n2.0\n years.\n \n \n61", + "ff1b8738-59e9-446c-8783-02fd7048c7cc": "11. \nIncome Taxes\n \nThe components of income tax expense were as follows for the years ended December 31:\n \n \n \n \n2023\n \n \n2022\n \n \n2021\n \n \n \n(in thousands)\n \nCurrent:\n \n \n \n \n \n \n \n \n \nFederal\n \n$\n468,635\n \n \n$\n789,465\n \n \n$\n475,737\n \nState\n \n \n77,475\n \n \n \n125,460\n \n \n \n84,967\n \n \n \n \n546,110\n \n \n \n914,925\n \n \n \n560,704\n \nDeferred:\n \n \n \n \n \n \n \n \n \nFederal\n \n \n(\n82,150\n)\n \n \n(\n73,016\n)\n \n \n(\n33,803\n)\nState\n \n \n(\n20,311\n)\n \n \n(\n19,445\n)\n \n \n(\n770\n)\n \n \n \n(\n102,461\n)\n \n \n(\n92,461\n)\n \n \n(\n34,573\n)\nIncome tax expense\n \n$\n443,649\n \n \n$\n822,464\n \n \n$\n526,131\n \n \nTemporary differences, which give rise to deferred tax assets and liabilities, were as follows as of December 31:\n \n \n \n2023\n \n \n2022\n \n \n \n(in thousands)\n \nDeferred tax assets related to:\n \n \n \n \n \n \nOperating lease liabilities\n \n$\n125,622\n \n \n$\n119,232\n \nAccrued expenses\n \n \n36,719\n \n \n \n33,146\n \nInsurance reserves\n \n \n34,556\n \n \n \n33,824\n \nOperating loss and credit carryforwards\n \n \n13,408\n \n \n \n14,221\n \nInventories\n \n \n13,132\n \n \n \n14,965\n \nAccounts receivable\n \n \n10,338\n \n \n \n16,480\n \nStock-based compensation expense\n \n \n8,643\n \n \n \n5,696\n \nOther\n \n \n7,813\n \n \n \n4,751\n \nTotal deferred tax assets\n \n \n250,231\n \n \n \n242,315\n \nDeferred tax liabilities related to:\n \n \n \n \n \n \nProperty, plant and equipment\n \n \n(\n166,799\n)\n \n \n(\n158,173\n)\nGoodwill and other intangible assets\n \n \n(\n121,052\n)\n \n \n(\n231,223\n)\nOperating lease right-of-use assets\n \n \n(\n118,515\n)\n \n \n(\n114,626\n)\nPrepaid expenses\n \n \n(\n11,064\n)\n \n \n(\n7,953\n)\nTotal deferred tax liabilities\n \n \n(\n417,430\n)\n \n \n(\n511,975\n)\nNet deferred tax liability\n \n$\n(\n167,199\n)\n \n$\n(\n269,660\n)\n \nA reconciliation of the statutory federal income tax rate to our effective rate is provided below for the years ended December 31:\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n2023\n \n \n2022\n \n \n2021\n \n \nStatutory federal income tax rate\n \n \n21.0\n%\n \n \n21.0\n%\n \n \n21.0\n%\n \nState income taxes, net of federal income tax\n \n \n2.3\n \n \n \n2.3\n \n \n \n3.2\n \n \nStock-based compensation windfall benefit\n \n \n(\n0.8\n)\n \n \n(\n0.5\n)\n \n \n(\n0.4\n)\n \nPermanent difference - 162(m) limitation\n \n \n0.5\n \n \n \n0.3\n \n \n \n0.3\n \n \nPermanent difference - credits\n \n \n(\n0.6\n)\n \n \n(\n0.2\n)\n \n \n(\n0.9\n)\n \nPermanent difference - other\n \n \n0.2\n \n \n \n\u2014\n \n \n \n0.2\n \n \nOther\n \n \n(\n0.2\n)\n \n \n0.1\n \n \n \n\u2014\n \n \n \n \n \n22.4\n%\n \n \n23.0\n%\n \n \n23.4\n%\n \n \n \nWe \nhave $\n38.8\n million of state net operating loss carryforwards and $\n0.6\n million of state tax credit carryforwards expiring at various dates through \n2036\n. We\n \nalso have $\n53.5\n million of fed\neral net operating loss carryforwards expiring at various dates through \n2034\n. We evaluate our deferred tax assets on a quarterly basis to\n \ndetermine whether a valuation allowance is required. In accordance with the \nIncome Taxes\n topic of the Codification we assess whether it is more likely than not that\n \nsome or all of our deferred tax assets will not be realized. Significant judgment is required in estimating valuation allowances for deferred tax assets and in making this\n \ndetermination, we consider all available positive and negative evidence and make certain assumptions. The realization of a deferred tax asset ultimately depends on\n \nthe existence of sufficient taxable income in the applicable carryforward period. Changes in our estimates of future taxable income and tax planning strategies will\n \naffect our estimate of the realization of the tax benefits of these tax carryforwards. As of December 31, 2023, or 2022\n, we carried \nno\n valuation allowances against our\n \nnet deferred tax assets.\n62", + "32f2aacc-dbbf-415c-9dbe-33819c46eab3": "We base our estimate of deferred tax assets and liabilities on current tax laws and rates. In certain cases, we also base our estimate on business plan forecasts\n \nand other expectations about future outcomes. Changes in existing tax laws or rates could affect our actual tax results, and future business results may affect the\n \namount of our deferred tax liabilities or the valuation of our deferred tax assets over time. Due to uncertainties in the estimation process, particularly with respect to\n \nchanges in facts and circumstances in future reporting periods, as well as the residential homebuilding industry\u2019s cyclicality and sensitivity to changes in economic\n \nconditions, it is possible that actual results could differ from the estimates used in previous analyses.\n \n \nT\nhe balance for uncertain tax positions, excluding penalties and interest, was $\n19.2\n million and $\n16.3\n million as of December 31, \n2023, and 2022\n, respectively,\n \nwith $\n2.9\n million, $\n1.8\n million, and $\n5.3\n million re\ncorded in the Company\u2019s consolidated statements of operations for the years ended December 31, 2023, 2022 and\n \n2021\n. We accrue interest and penalties on our uncertain tax positions as a component of our provision for income taxes. We accrued \nno\n significant interest and\n \npenalties in \n2023, 2022 or 2021.\n \nWe are subject to U.S. federal income tax as well as income tax of multiple state jurisdictions and in very limited situations, foreign jurisdictions. Based on\n \ncompleted examinations and the expiration of statutes of limitations, we have concluded all U.S. federal income tax matters for years through 2018\n. We are currently\n \nunder IRS audit for various aspects of our 2019 and 2020 tax years. We report income-based tax in \n41\n states with various years open to examination.\n \nIn December 2021, the Organization for Economic Co-operation and Development (\u201cOECD\u201d) released Model Global Anti-Base Erosion rules under Pillar Two.\n \nThese rules provide for the taxation of large multinational corporations at a minimum rate of \n15\n%, calculated on a jurisdictional basis. Countries in which we operate\n \nare expected to enact legislation to implement aspects of the Pillar Two rules beginning in 2024, with certain remaining impacts to be effective from January 1, 2025.\n \nWe do not currently anticipate that Pillar Two legislation will have a material impact on our consolidated financial statements, but we will continue to monitor future\n \nlegislation and any additional guidance that is issued.\n \n12. \nEmployee Benefit Plans\n \nWe maintain active defined contribution 401(k) plans under which our employees are eligible to participate in the plan subject to certain employment eligibility\n \nprovisions. Participants can contribute up to \n75\n% of their annual compensation, subject to federally mandated maximums. Participants are immediately vested in their\n \nown contributions. We match a certain percentage of the contributions made by participating employees, subject to IRS limitations. Our matching contributions are\n \nsubject to a pro-rata \nfive-year\n vesting schedule. We recognized expense of \n$\n36.5\n million\n, \n$\n36.4\n million\n and \n$\n30.2\n million\n in 2023, 2022 and 2021, respectively, for\n \ncontributions to the plan.\n \nThe Company contributes to multiple collectively bargained union retirement plans including multiemployer plans. The Company does not administer the\n \nmultiemployer plans, and contributions are determined in accordance with the provisions of negotiated labor contracts and subject to the normal risks of participating\n \nin these types of plans, including potentially being required to pay that plan an amount to stop participating (\u201cwithdrawal liability\u201d). Contributions to the plans for\n \nthe years ended December 31, 2023, 2022 and 2021\n were not significant.\n \n13. \nCommitments and Contingencies\n \nAs of December 31, 2023, we had outstanding letters of credit totaling \n$\n70.3\n million\n under our Revolving facility that principally support our self-insurance\n \nprograms.\n \nThe Company has a number of known and threatened construction defect legal claims. While these claims are generally covered under the Company\u2019s\n \nexisting insurance programs to the extent any loss exceeds the deductible, there is a reasonable possibility of loss that is not able to be estimated at this time because\n \n(i) many of the proceedings are in the discovery stage, (ii) the outcome of future litigation is uncertain, and/or (iii) the complex nature of the claims.", + "2922e7f0-bec9-4521-8940-a8fb16e140ea": "Contributions to the plans for\n \nthe years ended December 31, 2023, 2022 and 2021\n were not significant.\n \n13. \nCommitments and Contingencies\n \nAs of December 31, 2023, we had outstanding letters of credit totaling \n$\n70.3\n million\n under our Revolving facility that principally support our self-insurance\n \nprograms.\n \nThe Company has a number of known and threatened construction defect legal claims. While these claims are generally covered under the Company\u2019s\n \nexisting insurance programs to the extent any loss exceeds the deductible, there is a reasonable possibility of loss that is not able to be estimated at this time because\n \n(i) many of the proceedings are in the discovery stage, (ii) the outcome of future litigation is uncertain, and/or (iii) the complex nature of the claims. Although the\n \nCompany cannot estimate a reasonable range of loss based on currently available information, the resolution of these matters could have a material adverse effect on\n \nthe Company's financial position, results of operations or cash flows.\nIn addition, we are involved in various other claims and lawsuits incidental to the conduct of our business in the ordinary course. We carry insurance\n \ncoverage in such amounts in excess of our self-insured retention as we believe to be reasonable under the circumstances and that may or may not cover any or all of\n \nour liabilities in respect of such claims and lawsuits. Although the ultimate disposition of these other proceedings cannot be predicted with certainty, management\n \nbelieves the outcome of any such claims that are pending or threatened, either individually or on a combined basis, will not have a material adverse effect on our\n \nconsolidated financial position, cash flows or results of operations. However, there can be no assurances that future adverse judgments and costs would not be\n \nmaterial to our results of operations or liquidity for a particular period.\n \n63", + "e5721fe2-d628-441c-8ae9-4c5b778431c8": "14. \nRelated Party Transactions\n \nA member of the Company\u2019s board of directors was an executive officer of one of our customers, Ashton Woods USA, L.L.C., during 2022. Accounts\n \nreceivable due from and net sales to Ashton Woods USA, L.L.C. were approximately \n1\n% of our total accounts receivable and our total net sales, respectively, for the\n \nyear ended December 31, \n2022\n.\n \n64", + "0e3ec694-75eb-432e-b9a5-e85f4d8b1c30": "I\ntem 9. \n Changes in and Disagreements with Accountants on Accounting and Financial Disclosure\n \nNone.\n \nI\ntem 9A.\n Controls and Procedures\n \nDisclosure Controls Evaluation and Related CEO and CFO Certifications.\n Our management, with the participation of our CEO and principal financial officer\n \n(\u201cCFO\u201d) conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by\n \nthis annual report.\n \nCertifications of our CEO and our CFO, which are required in accordance with Rule 13a-14 of the Securities Exchange Act of 1934, as amended (\u201cExchange\n \nAct\u201d), are attached as exhibits to this annual report. This \u201cControls and Procedures\u201d section includes the information concerning the controls evaluation referred to\n \nin the certifications, and it should be read in conjunction with the certifications for a more complete understanding of the topics presented.\n \nLimitations on the Effectiveness of Controls.\n We do not expect that our disclosure controls and procedures will prevent all errors and all fraud. A system of\n \ncontrols and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the system are met.\n \nBecause of the limitations in all such systems, no evaluation can provide absolute assurance that all control issues and instances of fraud, if any, within the Company\n \nhave been detected. Furthermore, the design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future\n \nevents, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how unlikely.\n \nBecause of these inherent limitations in a cost-effective system of controls and procedures, misstatements or omissions due to error or fraud may occur and not be\n \ndetected.\n \nScope of the Controls Evaluation.\n The evaluation of our disclosure controls and procedures included a review of their objectives and design, the Company\u2019s\n \nimplementation of the controls and procedures and the effect of the controls and procedures on the information generated for use in this annual report. In the course\n \nof the evaluation, we sought to identify whether we had any data errors, control problems or acts of fraud and to confirm that appropriate corrective action, including\n \nprocess improvements, were being undertaken if needed. This type of evaluation is performed on a quarterly basis so that conclusions concerning the effectiveness\n \nof our disclosure controls and procedures can be reported in our quarterly reports on Form 10-Q and in annual report on Form 10-K. Many of the components of our\n \ndisclosure controls and procedures are also evaluated by our internal audit department, our legal department and by personnel in our finance organization. The\n \noverall goals of these various evaluation activities are to monitor our disclosure controls and procedures on an ongoing basis, and to maintain them as dynamic\n \nsystems that change as conditions warrant.\n \nConclusions regarding Disclosure Controls.\n Based on the required evaluation of our disclosure controls and procedures, our CEO and CFO have concluded\n \nthat, as of December 31, 2023, we maintained disclosure controls and procedures that were effective in providing reasonable assurance that information required to be\n \ndisclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the\n \nSEC\u2019s rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely\n \ndecisions regarding required disclosure.\n \nManagement\u2019s Report on Internal Control over Financial Reporting.\n Our management is responsible for establishing and maintaining adequate internal\n \ncontrol over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Internal control over financial reporting is a process designed to\n \nprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with\n \nGAAP. Internal control over financial reporting includes policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately\n \nand fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation\n \nof financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management\n \nand directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could\n \nhave a material effect on the financial statements.\nBecause of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of\n \neffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with\n \nexisting policies or procedures may deteriorate.\n65", + "d1489a06-ea1b-4942-bdc3-b2356e70e336": "Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our\n \ninternal control over financial reporting based on the framework set forth in \nInternal Control \u2014 Integrated Framework (2013\n) issued by the Committee of\n \nSponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework set forth in \nInternal Control \u2014 Integrated Framework\n \n(2013)\n, our management concluded that our internal control over financial reporting was effective as of December 31, 2023.\n \nThe effectiveness of the Company\u2019s internal control over financial reporting as of December 31, 2023, has been audited by PricewaterhouseCoopers LLP, an\n \nindependent registered public accounting firm, as stated in their report which appears herein.\n \nChanges in Internal Control over Financial Reporting.\n During the period covered by this report there were no changes in our internal control over financial\n \nreporting identified in connection with the evaluation described above that have materially affected, or are reasonably likely to materially affect, our internal control\n \nover financial reporting.\nItem 9B. \n Othe\nr Information\n \n \nNone.\n \nItem 9C. \n Disclosure Regarding Foreign J\nurisdictions That Prevent Inspections\n \n \nNot applicable.\n \n66", + "60bc57f1-5c4a-4cb5-a56b-3c38374a785c": "P\nART III\n \nI\ntem 10.\n Directors, Executive Officers and Corporate Governance\n \nThe information required by this item appears in our definitive proxy statement for our annual meeting of stockholders to be held June 4, 2024 under the\n \ncaptions \u201cProposal 1 \u2014 Election of Directors,\u201d \u201cContinuing Directors,\u201d \u201cInformation Regarding the Board and Its Committees,\u201d \u201cCorporate Governance,\u201d\n \n\u201cDelinquent Section 16(a) Reports,\u201d and \u201cExecutive Officers of the Registrant,\u201d which information is incorporated herein by reference.\n \nCode of Business Conduct and Ethics\n \nBuilders FirstSource, Inc. and its subsidiaries endeavor to do business according to the highest ethical and legal standards, complying with both the letter\n \nand spirit of the law. Our board of directors approved a Code of Business Conduct and Ethics that applies to our directors, officers (including our principal executive\n \nofficer, principal financial officer and principal accounting officer) and employees. Our Code of Business Conduct and Ethics is administered by a compliance\n \ncommittee made up of representatives from our legal, human resources, finance and internal audit departments.\n \nOur employees are encouraged to report any suspected violations of laws, regulations and the Code of Business Conduct and Ethics, and all unethical\n \nbusiness practices. We provide continuously monitored hotlines for anonymous reporting by employees.\n \nOur board of directors has also approved a Supplemental Code of Ethics for the Chief Executive Officer, President, and Senior Financial Officers of Builders\n \nFirstSource, Inc., which is administered by our general counsel.\n \nBoth of these policies are listed as exhibits to this annual report on Form 10-K and can be found in the \u201cInvestors\u201d section of our corporate website at:\n \nwww.bldr.com.\n \nStockholders may request a free copy of these policies by contacting the Corporate Secretary, Builders FirstSource, Inc., 6031 Connection Drive, Suite 400,\n \nIrving, Texas 75309, United States of America.\n \nIn addition, within four business days of:\n \n\u2022\nAny amendment to a provision of our Code of Business Conduct and Ethics or our Supplemental Code of Ethics for Chief Executive Officer, President and\n \nSenior Financial Officers of Builders FirstSource, Inc. that applies to our chief executive officer, chief financial officer or chief accounting officer as it relates to\n \none or more of the items set forth in Item 406(b) of Regulation S-K; or\n \n\u2022\nThe grant of any waiver, including an implicit waiver, from a provision of one of these policies to one of these officers that relates to one or more of the items\n \nset forth in Item 406(b) of Regulation S-K,\n \nWe will provide information regarding any such amendment or waiver (including the nature of any waiver, the name of the person to whom the waiver was\n \ngranted and the date of the waiver) on our website at the Internet address above, and such information will be available on our website for at least a 12-month period.\n \nIn addition, we will disclose on our website at the Internet address above any amendments and waivers to our Code of Business Conduct and Ethics or our\n \nSupplemental Code of Ethics for Chief Executive Officer, President and Senior Financial Officers of Builders FirstSource, Inc. that relate to any element of the\n \ndefinition of \u201ccode of ethics\u201d enumerated in Item 406(b) of Regulation S-K under the Securities Exchange Act of 1934, as amended.\n \nI\ntem 11.\n Executive Compensation\n \nThe information required by this item appears in our definitive proxy statement for our annual meeting of stockholders to be held June 4, 2024, under the\n \ncaptions \u201cExecutive Compensation and Other Information,\u201d \u201cDirector Compensation \u2014 Compensation of Directors,\u201d and \u201cCompensation Committee Interlocks and\n \nInsider Participation,\u201d which information is incorporated herein by reference.\n \nI\ntem 12. \n Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters\n \nThe information required by this item appears in our definitive proxy statement for our annual meeting of stockholders to be held on June 4, 2024, under the\n \ncaption \u201cSecurities Owned by Directors, Executive Officers, and Certain Beneficial Owners\u201d and \u201cEquity Compensation Plan Information,\u201d which information is\n \nincorporated herein by reference.\n \n67", + "8a389620-488b-458f-8dae-29593bfbaa6e": "I\ntem 13.\n Certain Relationships and Related Transactions, and Director Independence\n \nThe information required by this item appears in our definitive proxy statement for our annual meeting of stockholders to be held June 4, 2024, under the\n \ncaption \u201cElection of Directors and Management Information,\u201d \u201cInformation Regarding the Board and its Committees,\u201d and \u201cCertain Relationships and Related Party\n \nTransactions,\u201d which information is incorporated herein by reference.\n \nI\ntem 14. \n Principal Accountant Fees and Services\n \nThe information required by this item appears in our definitive proxy statement for our annual meeting of stockholders to be held June 4, 2024, under the\n \ncaption \u201cRatification of Selection of Independent Registered Public Accounting Firm \u2014 Fees Paid to PricewaterhouseCoopers LLP,\u201d which information is\n \nincorporated herein by reference.\n \n \n68", + "bb22f74f-768c-4902-85a6-818c1d3d4353": "P\nART IV\n \n \nItem 15. \n Exhibits and Fina\nncial Statement Schedules\n \n \n(a) (1) See the index to consolidated financial statements provided in Item 8 for a list of the financial statements filed as part of this report.\n \n(2) Financial statement schedules are omitted because they are either not applicable or not material.\n \n(3) The following documents are filed, furnished or incorporated by reference as exhibits to this report as required by Item 601 of Regulation S-K.\n \n \nExhibit\nNumber\n \nDescription\n2.1\n \nAgreement and Plan of Merger, dated August 26, 2020, by and among Builders FirstSource, Inc., BMC Stock Holdings, Inc., and Boston Merger Sub\n \nI Inc. (incorporated by reference to Exhibit 2.1 to the Company\u2019s Current Report on Form 8-K, filed with the Securities and Exchange Commission on\n \nAugust 27, 2020, File Number 0-51357)\n3.1\n \nAmended and Restated Certificate of Incorporation of Builders FirstSource, Inc. (incorporated by reference to Exhibit 3.1 to Amendment No. 4 to the\n \nRegistration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on June 6, 2005, File Number 333-122788)\n3.2\n \nAmendment to Amended and Restated Certificate of Incorporation of Builders FirstSource, Inc. (incorporated by reference to Exhibit 3.1 to the\n \nCompany\u2019s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 4, 2021, File Number 0-51357)\n3.3\n \nAmended and Restated By-Laws of Builders FirstSource, Inc. (incorporated by reference to Exhibit 3.1 to the Company\u2019s Current Report on Form 8-\nK, filed with the Securities and Exchange Commission on April 28, 2022, File Number 001-40620)\n4.1\n \nIndenture, dated as of February 11, 2020, among the Company, the guarantors named therein and Wilmington Trust, National Association, as trustee\n \n(incorporated by reference to Exhibit 4.1 to the Company\u2019s Current Report on Form 8-K, filed with the Securities and Exchange Commission on\n \nFebruary 11, 2020, File Number 0-51357)\n4.2\n \nIndenture, dated as of July 23, 2021, among Builders FirstSource, Inc., the guarantors named therein and Wilmington Trust, National Association, as\n \ntrustee (incorporated by reference to Exhibit 4.1 to the Company\u2019s Current Report on Form 8-K, filed with the Securities and Exchange Commission\n \non July 23, 2021, File Number 001-40620)\n4.3\n \nSecond Supplemental Indenture, dated as of January 21, 2022, among Builders FirstSource, Inc., the guarantors named therein and Wilmington\n \nTrust, National Association, as trustee (form of Note included therein) (incorporated by reference to Exhibit 4.3 to the Company\u2019s Current Report on\n \nForm 8-K, filed with the Securities and Exchange Commission on January 21, 2022, File Number 001-40620)\n4.4\n \nIndenture, dated as of June 15, 2022, among Builders FirstSource, Inc., the guarantors named therein and Wilmington Trust, National Association, as\n \ntrustee (incorporated by reference to Exhibit 4.1 to the Company\u2019s Current Report on Form 8-K, filed with the Securities and Exchange Commission\n \non June 16, 2022, File Number 001-40620)\n4.5*\n \nDescription of Capital Stock\n10.1+\n \nAmended and Restated ABL Credit Agreement, dated as of July 31, 2015, among Builders FirstSource, Inc., SunTrust Bank, as administrative agent\n \nand collateral agent, and the lenders and financial institutions party thereto (incorporated by reference to Exhibit 10.2 to the Company\u2019s Current\n \nReport on Form 8-K, filed with the Securities Exchange Commission on August 6, 2015, File Number 0-51357)\n10.2\n \nAmendment No.", + "53f7caa8-d584-4ccd-951c-0bb78b7c8478": "1 to Credit Agreement, dated as of March 22, 2017, among Builders FirstSource, Inc., SunTrust Bank, as administrative agent and\n \ncollateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company\u2019s Current Report on Form 8-K, filed with the\n \nSecurities and Exchange Commission on March 28, 2017, File Number 0-51357)\n10.3\n \nAmendment No. 2 to Credit Agreement, dated as of April 24, 2019, among Builders FirstSource, Inc., Truist Bank (as successor by merger to\n \nSunTrust Bank), as administrative agent and collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the\n \nCompany\u2019s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 30, 2019, File Number 0-51357)\n69", + "af5edbea-40e4-4916-b3c3-8532ec1e8214": "10.4\n \nAmendment No. 3 to Credit Agreement, dated as of January 29, 2021, among Builders FirstSource, Inc., SunTrust Bank, as administrative agent and\n \ncollateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company\u2019s Current Report on Form 8-K, filed with the\n \nSecurities and Exchange Commission on February 3 2021, File Number 0-51357)\n10.5\n \nAmendment No. 4 to Credit Agreement, dated as of December 17, 2021, among the Company, Truist Bank (as successor by merger to SunTrust\n \nBank), as administrative agent and collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company\u2019s Current\n \nReport on Form 8-K, filed with the Securities and Exchange Commission on December 22, 2021, File Number 001-40620)\n10.6\n \nAmendment No. 5 to Credit Agreement, dated as of February 4, 2022, among the Company, Truist Bank (as successor by merger to SunTrust Bank),\n \nas administrative agent and collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company\u2019s Current\n \nReport on Form 8-K, filed with the Securities and Exchange Commission on February 8, 2022, File Number 001-40620)\n10.7\n \nAmendment No. 6 to Credit Agreement, dated as of January 17, 2023, among the Company, Truist Bank (as successor by merger to SunTrust Bank),\n \nas administrative agent and collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company\u2019s Current\n \nReport on Form 8-K, filed with the Securities and Exchange Commission on January 23, 2023, File Number 001-40620)\n10.8\n \nAmendment No. 7 to Credit Agreement, dated as of April 3, 2023, among the Company, Truist Bank (as successor by merger to SunTrust Bank), as\n \nadministrative agent and collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.2 to the Company\u2019s Quarterly Report\n \non Form 10-Q, filed with the Securities and Exchange Commission on May 3, 2023, File Number 001-40620)\n10.9\n \nABL/Bond Intercreditor Agreement, dated as of May 29, 2013, among Builders FirstSource, Inc.", + "4bd6d909-e3d6-4621-9afd-9abd75337de4": "7 to Credit Agreement, dated as of April 3, 2023, among the Company, Truist Bank (as successor by merger to SunTrust Bank), as\n \nadministrative agent and collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.2 to the Company\u2019s Quarterly Report\n \non Form 10-Q, filed with the Securities and Exchange Commission on May 3, 2023, File Number 001-40620)\n10.9\n \nABL/Bond Intercreditor Agreement, dated as of May 29, 2013, among Builders FirstSource, Inc. and certain of its subsidiaries, as grantors, SunTrust\n \nBank, as ABL agent, and Wilmington Trust, National Association, as notes collateral agent (incorporated by reference to Exhibit 10.2 to the\n \nCompany\u2019s Current Report on Form 8-K, filed with the Securities Exchange Commission on June 3, 2013, File Number 0-51357)\n10.10\n \nAmended and Restated ABL Collateral Agreement, dated as of July 31, 2015, among the Company, certain of its subsidiaries, and SunTrust Bank\n \n(incorporated by reference to Exhibit 10.5 to the Company\u2019s Current Report on Form 8-K, filed with the Securities Exchange Commission on August\n \n6, 2015, File Number 0-51357)\n10.10\n \nNotes Collateral Agreement, dated as of May 30, 2019, among Builders FirstSource, Inc., certain of its subsidiaries, and Wilmington Trust, National\n \nAssociation, as trustee (incorporated by reference to Exhibit 10.1 to the Company\u2019s Current Report on Form 8-K, filed with the Securities and\n \nExchange Commission on May 31, 2019, File Number 0-51357)\n10.12\n \nAmended and Restated ABL Guarantee Agreement, dated as of July 31, 2015, among the Guarantors (as defined therein) and SunTrust Bank\n \n(incorporated by reference to Exhibit 10.7 to the Company\u2019s Current Report on Form 8-K, filed with the Securities Exchange Commission on August\n \n6, 2015, File Number 0-51357)\n10.13\n \nLease and Master Agreement Guaranty, dated as of July 31, 2015, by the Company in favor of LN Real Estate LLC (incorporated by reference to\n \nExhibit 10.10 to the Company\u2019s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed with the Securities and Exchange\n \nCommission on November 9, 2015, File Number 0-51357)\n10.14+\n \nBuilders FirstSource, Inc. 2014 Incentive Plan (incorporated herein by reference to Appendix A of the Company\u2019s Definitive Proxy Statement on\n \nSchedule 14A, filed with the Securities and Exchange Commission on April 11, 2014, File Number 0-51357)\n10.15+\n \nAmendment to the Builders FirstSource, Inc. 2014 Incentive Plan (incorporated by reference to Appendix A of the Company\u2019s Definitive Proxy\n \nStatement on Schedule 14A, filed with the Securities and Exchange Commission on April 14, 2016, File Number 0-51357)\n10.16+\n \nSecond Amendment to the Builders FirstSource, Inc. 2014 Incentive Plan (incorporated by reference to Exhibit 10.14 to the Company\u2019s Annual\n \nReport on Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission on February 26, 2021, File Number 0-\n51351)\n10.17+\n \n2019 Form of Builders FirstSource, Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate (incorporated by reference to Exhibit 10.1 to the\n \nCompany\u2019s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, filed with the Securities and Exchange Commission on May 3, 2019,\n \nFile Number 0-51357)\n10.19*\n \nBuilders FirstSource, Inc. Director Compensation Policy\n \n70", + "619e51a0-d4e9-4668-95d9-0312c1fe9fa9": "10.20+\n \nBuilders FirstSource, Inc. Form of Director Indemnification Agreement (incorporated by reference to Exhibit 10.13 to Amendment No. 3 to the\n \nRegistration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on May 26, 2005, File Number 333-122788)\n10.21+\n \nBuilders FirstSource, Inc. Executive and Key Employee Severance Plan (incorporated by reference to Exhibit 10.34 to the Company\u2019s Annual Report\n \non Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission on February 28, 2023, File Number 001-\n40620)\n14.1\n \nBuilders FirstSource, Inc. Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 to the Company\u2019s Annual Report on Form\n \n10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission on March 1, 2022, File Number 001-40620)\n14.2\n \nBuilders FirstSource, Inc. Supplemental Code of Ethics (incorporated by reference to Exhibit 14.2 to the Company\u2019s Annual Report on Form 10-K for\n \nthe year ended December 31, 2005, filed with the Securities and Exchange Commission on March 13, 2006, File Number 0-51357)\n21.1*\n \nSubsidiaries of the Registrant\n23.1*\n \nConsent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm\n24.1*\n \nPower of Attorney (included as part of signature page)\n31.1*\n \nCertification of Chief Executive Officer pursuant to 17 CFR 240.13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,\n \nsigned by Dave Rush as Chief Executive Officer\n31.2*\n \nCertification of Chief Financial Officer pursuant to 17 CFR 240.13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,\n \nsigned by Peter M. Jackson as Chief Financial Officer\n32.1**\n \nCertification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the\n \nSarbanes-Oxley Act of 2002, signed by Dave Rush as Chief Executive Officer and Peter M. Jackson as Chief Financial Officer\n97.1*\n \nCompensation Recoupment Policy\n101*\n \nThe following financial information from Builders FirstSource, Inc.\u2019s Form 10-K filed on February 22, 2024, formatted in Inline eXtensible Business\n \nReporting Language (\u201cInline XBRL\u201d): (i) Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2023,\n \n2022 and 2021, (ii) Consolidated Balance Sheets at December 31, 2023 and 2022, (iii) Consolidated Statements of Cash Flows for the years ended\n \nDecember 31, 2023, 2022 and 2021, (iv) Consolidated Statements of Changes in Stockholders\u2019 Equity for the years ended December 31, 2023, 2022\n \nand 2021, and (v) the Notes to Consolidated Financial Statements.\n104*\n \nThe cover page from the Company\u2019s Annual Report on Form 10-K for the year ended December 31, 2023, has been formatted in Inline XBRL.\n \n* Filed herewith\n \n** Builders FirstSource, Inc. is furnishing, but not filing, the written statement pursuant to Title 18 United States Code 1350, as added by Section 906 of the Sarbanes-\nOxley Act of 2002, of Dave Rush, our Chief Executive Officer, and Peter M. Jackson, our Chief Financial Officer.\n \n+ Indicates a management contract or compensatory plan or arrangement\n \n(b) A list of exhibits filed, furnished or incorporated by reference with this Form 10-K is provided above under Item 15(a)(3) of this report. \nBuilders\n \nFirstSource, Inc. will furnish a copy of any exhibit listed above to any stockholder without charge upon written request to Timothy D. Johnson, Executive Vice\n \nPresident, General Counsel and Corporate Secretary, 6031 Connection Drive, Suite 400, Irving, Texas 75039.\n \n(c) Not applicable\n \n \nItem 16. \nForm\n 10-K Summary\n \nNone.\n \n \n71", + "7d49867a-b791-4bd5-b5b3-ba6eeabae9cc": "SIGNAT\nURES\n \nPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf\n \nby the undersigned, thereunto duly authorized.\n \nFebruary 22, 2024\n \n \nBUILDERS FIRSTSOURCE, INC.\n \n \n \n/s/ DAVE RUSH\n \nDave Rush\n \nChief Executive Officer and Director\n \nThe undersigned hereby constitute and appoint Timothy D. Johnson and his substitutes our true and lawful attorneys-in-fact with full power to execute in our\n \nname and behalf in the capacities indicated below any and all amendments to this report and to file the same, with all exhibits thereto and other documents in\n \nconnection therewith, with the Securities and Exchange Commission, and hereby ratify and confirm all that such attorney-in-fact or his substitutes shall lawfully do or\n \ncause to be done by virtue thereof.\n \nPursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant\n \nand in the capacities and on the dates indicated.\n \n \nSignature\n \nTitle\n \nDate\n \n \n \n/s/ DAVE RUSH\n \nChief Executive Officer and Director\n \nFebruary 22, 2024\nDave Rush\n \n(Principal Executive Officer)\n \n \n \n \n \n/s/ PETER M. JACKSON\n \nExecutive Vice President and Chief Financial Officer\n \nFebruary 22, 2024\nPeter M. Jackson\n \n(Principal Financial Officer)\n \n \n \n \n \n/s/ JAMI BECKMANN\n \nSenior Vice President and Chief Accounting Officer\n \n \nFebruary 22, 2024\nJami Beckmann\n \n(Principal Accounting Officer)\n \n \n \n \n \n \n \n \n/s/ PAUL S. LEVY\n \nChairman and Director\n \nFebruary 22, 2024\nPaul S. Levy\n \n \n \n \n \n \n \n/s/ MARK ALEXANDER\n \nDirector\n \nFebruary 22, 2024\nMark Alexander\n \n \n \n \n \n \n \n/s/ CORY J. BOYDSTON\n \nDirector\n \nFebruary 22, 2024\nCory J. Boydston\n \n \n \n \n \n \n \n/s/ DIRKSON R. CHARLES\n \nDirector\n \nFebruary 22, 2024\nDirkson R. Charles\n \n \n \n \n \n \n \n/s/ CLEVELAND A. CHRISTOPHE\n \nDirector\n \nFebruary 22, 2024\nCleveland A. Christophe\n \n \n \n \n \n \n \n/s/ WILLIAM B. HAYES\n \nDirector\n \nFebruary 22, 2024\nWilliam B. Hayes\n \n \n \n \n \n \n \n/s/ BRETT N. MILGRIM\n \nDirector\n \nFebruary 22, 2024\nBrett N. Milgrim\n \n \n \n \n \n \n \n \n \n/s/ JAMES O\u2019LEARY\n \nDirector\n \nFebruary 22, 2024\nJames O\u2019Leary\n \n \n \n \n \n \n \n \n \n/s/ CRAIG A. STEINKE\n \n \n \n \nCraig A. Steinke\n \nDirector\n \nFebruary 22, 2024\n \n72", + "7890669c-7707-43bf-8ece-77017dd52492": "", + "e2424227-85be-4a57-886a-f218d660272f": "Table of Contents\nUNITED STATES\nSECURITIES AND EXCHANGE COMMISSION\nWashington, D.C. 20549\nForm \n10-K\nANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934\nFor the fiscal year ended \nJune 30\n, 2023\nor\nTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934\nFor the transition period from ________ to ________\nCommission File Number: \n1-11373\nCardinal Health, Inc.\n(Exact name of registrant as specified in its charter)\nOhio\n31-0958666\n(State or other jurisdiction of\nincorporation or organization)\n(IRS Employer\nIdentification No.)\n7000 Cardinal Place\nDublin\n,\nOhio\n43017\n(Address of principal executive offices)\n(Zip Code)\n(614)\n757-5000\n(Registrant\u2019s telephone number, including area code)\nSecurities registered pursuant to Section 12(b) of the Act:\nTitle of each class\nTrading Symbol(s)\nName of each exchange on which registered\nCommon shares (without par value)\nCAH\nNew York Stock Exchange\nSecurities registered pursuant to Section 12(g) of the Act: None\nIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. \nYes\n \n\u00fe\n \nNo\n \no\nIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes \n \no\n \nNo\n \n\u00fe\nIndicate 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 of 1934 during the\npreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the\npast 90 days. \nYes\n \n\u00fe\n No \no\nIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation\nS-T (\u00a7232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). \nYes\n \n \n\u00fe\n No \nIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging\ngrowth company. See the definitions of \u201clarge accelerated filer,\u201d \u201caccelerated filer,\u201d \u201csmaller reporting company,\u201d and \"emerging growth company\" in Rule 12b-2 of\nthe Exchange Act.\nLarge accelerated filer\n\u00fe\nAccelerated filer\nNon-accelerated filer\nSmaller reporting company\nEmerging growth company \nIf an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or\nrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. \no\nIndicate by check mark whether the registrant has filed a report on and attestation to its management\u2019s assessment of the effectiveness of its internal control\nover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued\nits audit report.\n \n\u00fe\nIf securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing\nreflect the correction of an error to previously issued financial statements. \no\nIndicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received\nby any of the registrant\u2019s executive officers during the relevant recovery period pursuant to \u00a7240.10D-1(b). \no\nIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes \n \nNo \n \n\u00fe\nThe aggregate market value of voting stock held by non-affiliates on December 31, 2022, was the following: $\n19,775,475,828\n.\nThe number of the registrant\u2019s common shares, without par value, outstanding as of July 31, 2023, was the following: \n250,681,620\n.", + "cb397165-d49e-4abb-a40a-030490da3612": "o\nIndicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received\nby any of the registrant\u2019s executive officers during the relevant recovery period pursuant to \u00a7240.10D-1(b). \no\nIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes \n \nNo \n \n\u00fe\nThe aggregate market value of voting stock held by non-affiliates on December 31, 2022, was the following: $\n19,775,475,828\n.\nThe number of the registrant\u2019s common shares, without par value, outstanding as of July 31, 2023, was the following: \n250,681,620\n.\nDocuments Incorporated by Reference:\nPortions of the registrant\u2019s Definitive Proxy Statement to be filed for its 2023 Annual Meeting of Shareholders are incorporated by reference into the sections of this\nForm 10-K addressing the requirements of Part III of Form 10-K.", + "30a210cb-c55e-4020-b9e8-c66abdc6e00c": "Cardinal Health\nFiscal 2023 Form 10-K\nTable of Contents\nPage\nIntroduction\n2\nManagement's Discussion and Analysis of Financial Condition and Results of Operations\n3\nExplanation and Reconciliation of Non-GAAP Financial Measures\n21\nQuantitative and Qualitative Disclosures about Market Risk\n26\nBusiness\n28\nRisk Factors\n36\nProperties\n43\nLegal Proceedings\n44\nMarket for Registrant's Common Equity\n45\nReports\n47\nFinancial Statements and Supplementary Data\n51\nDirectors, Executive Officers\n and Corporate Governance\n82\nExhibits\n84\nForm 10-K Cross Reference Index\n89\nSignatures\n90\n \n1\nCardinal Health \n| \nFiscal 2023 Form 10-K", + "9b975324-dc17-4760-ad78-221c2f7205d3": "Introduction\nIntroduction\nReferences to Cardinal Health and Fiscal Years\nAs used in this report, \"we,\" \"our,\" \"us,\" \"Cardinal Health\" and similar pronouns refer to Cardinal Health, Inc. and its majority-owned and consolidated\nsubsidiaries, unless the context requires otherwise. Our fiscal year ends on June 30. References to fiscal 2024, 2023, 2022, 2021, 2020 and 2019 are to\nthe fiscal years ended June 30, 2024, 2023, 2022, 2021, 2020 and 2019, respectively. Except as otherwise specified, information in this report is\nprovided as of June 30, 2023.\nNon-GAAP Financial Measures\nIn this report, we use financial measures that are derived from consolidated financial data but are not presented in our financial statements that are\nprepared in accordance with U.S. generally accepted accounting principles (\u201cGAAP\u201d). These measures are considered \u201cnon-GAAP financial measures\u201d\nunder the Securities and Exchange Commission (\u201cSEC\u201d) rules. The reasons we use these non-GAAP financial measures and the reconciliations to their\nmost directly comparable GAAP financial measures are included in the \u201cExplanation and Reconciliation of Non-GAAP Financial Measures\u201d section\nfollowing MD&A in this report.\nManagement's Discussion and Analysis of Financial Condition and Results of Operations\nOur MD&A within this Form 10-K generally discusses fiscal 2023 and fiscal 2022 items and year-over-year comparisons between fiscal 2023 and fiscal\n2022. Fiscal 2021 items and discussions of year-over-year comparisons between fiscal 2022 and fiscal 2021 that are not included in this Form 10-K can\nbe found in Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal\nyear ended June 30, 2022 (the \"Fiscal 2022 Form 10-K\").\nImportant Information Regarding Forward-Looking Statements\nThis report (including information incorporated by reference) includes forward-looking statements addressing expectations, prospects, estimates and\nother matters that are dependent upon future events or developments. Many forward-looking statements appear in MD&A and Risk Factors, but there are\nothers throughout this report, which may be identified by words such as \u201cexpect,\u201d \u201canticipate,\u201d \u201cintend,\u201d \u201cplan,\u201d \u201cbelieve,\u201d \u201cwill,\u201d \u201cshould,\u201d \u201ccould,\u201d \u201cwould,\u201d\n\u201cproject,\u201d \u201ccontinue,\u201d \u201clikely,\u201d and similar expressions, and include statements reflecting future results or guidance, statements of outlook and expense\naccruals. These matters are subject to risks and uncertainties that could cause actual results to differ materially from those projected, anticipated or\nimplied. The most significant of these risks and uncertainties are described in \u201cRisk Factors\u201d in this report and in Exhibit 99.1 to the Form 10-K included\nin this report. Forward-looking statements in this report speak only as of the date of this document. Except to the extent required by applicable law, we\nundertake no obligation to update or revise any forward-looking statement.\nAvailable Information\nOur Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports are available free of\ncharge on our website (www.cardinalhealth.com), under the \u201cInvestor Relations \u2014 Financial Reporting \u2014 SEC Filings\u201d caption, as soon as reasonably\npracticable after we electronically file them with, or furnish them to, the SEC. The SEC also maintains a website (www.sec.gov) where you can search\nfor annual, quarterly and current reports, proxy and information statements and other information regarding us and other public companies.\nCardinal Health \n|\n Fiscal 2023 Form 10-K\n2", + "d129bd5b-3504-45db-bec3-90db420f4592": "MD&A\nAbout Cardinal Health\nManagement's Discussion and Analysis of Financial Condition and\nResults of Operations\nAbout Cardinal Health\nCardinal Health, Inc., an Ohio corporation formed in 1979, is a global healthcare services and products company providing customized solutions for\nhospitals, healthcare systems, pharmacies, ambulatory surgery centers, clinical laboratories, physician offices and patients in the home. We provide\npharmaceuticals and medical products and cost-effective solutions that enhance supply chain efficiency. We connect patients, providers, payers,\npharmacists and manufacturers for integrated care coordination and better patient management. We manage our business and report our financial\nresults in two segments: Pharmaceutical and Medical.\nPharmaceutical Segment\nOur Pharmaceutical segment distributes branded and generic\npharmaceutical, specialty pharmaceutical and over-the-counter\nhealthcare and consumer products in the United States. This segment\nalso provides services to pharmaceutical manufacturers and healthcare\nproviders for specialty pharmaceutical products; provides pharmacy\nmanagement services to hospitals and operates a limited number of\npharmacies, including pharmacies in community health centers; operates\nnuclear pharmacies and radiopharmaceutical manufacturing facilities; and\nrepackages generic pharmaceuticals and over-the-counter healthcare\nproducts.\nMedical Segment\nOur Medical segment manufactures, sources and distributes Cardinal\nHealth branded medical, surgical and laboratory products, which are sold\nin the United States, Canada, Europe, Asia and other markets. This\nsegment also distributes a broad range of medical, surgical and\nlaboratory products known as national brand products and provides\nsupply chain services and solutions to hospitals, ambulatory surgery\ncenters, clinical laboratories and other healthcare providers in the United\nStates and Canada. This segment also distributes medical products to\npatients' homes in the United States through our Cardinal Health at-Home\nSolutions division.\nCardinal Health \n|\n Fiscal 2023 Form 10-K\n3", + "ee01afd9-cffb-481b-affa-512eaefbe00d": "MD&A\nOverview\nConsolidated Results\nFiscal 2023 Overview\nRevenue\nRevenue for fiscal 2023 was $205.0 billion, a 13 percent increase from the prior year, primarily driven by Pharmaceutical segment sales growth.\nGAAP and Non-GAAP Operating Earnings/(Loss)\n(in millions)\n2023\n2022\nChange\nGAAP operating earnings/(loss)\n$\n727\n \n$\n(596)\nN.M.\nSurgical gown recall costs/(income)\n\u2014\n \n1 \nState opioid assessment related to prior fiscal years\n(6)\n\u2014 \nShareholder cooperation agreement costs\n8\n \n\u2014 \nRestructuring and employee severance\n95\n \n101 \nAmortization and other acquisition-related costs\n285\n \n324 \nImpairments and (gain)/loss on disposal of assets, net\n1,250\n \n2,050 \nLitigation (recoveries)/charges, net\n(302)\n109 \nNon-GAAP operating earnings\n$\n2,057\n \n$\n1,990 \n3\n \n%\nThe sum of the components and certain computations may reflect rounding adjustments.\nWe had GAAP operating earnings of $727 million and a GAAP operating loss of $596 million during fiscal 2023 and 2022, respectively, which included\n$1.2 billion and $2.1 billion pre-tax non-cash goodwill impairment charges related to the Medical segment, respectively. See \"Critical Accounting Policies\nand Sensitive Accounting Estimates\" section of this MD&A and \nNote 4\n of the \"Notes to Consolidated Financial Statements\" for additional detail. GAAP\noperating earnings during fiscal 2023 were favorably impacted by litigation recoveries as described further in \nNote 7\n of the \"Notes to Consolidated\nFinancial Statements.\"\nNon-GAAP operating earnings during fiscal 2023 increased 3 percent to $2.1 billion, primarily driven by an increase in Pharmaceutical segment profit,\npartially offset by a decrease in Medical segment profit.\nGAAP and Non-GAAP Diluted EPS\n($ per share)\n2023 \n2022 \nChange\nGAAP diluted EPS\n$\n1.00\n \n$\n(3.35)\nN.M.\nState opioid assessment related to prior fiscal years\n(0.02)\n\u2014 \nShareholder cooperation agreement costs\n0.02\n \n\u2014 \nRestructuring and employee severance\n0.28\n \n0.27 \nAmortization and other acquisition-related costs\n0.80\n \n0.87 \nImpairments and (gain)/loss on disposal of assets, net \n4.44\n \n6.93 \nLitigation (recoveries)/charges, net\n(0.73)\n0.31 \nLoss on early extinguishment of debt\n\u2014\n \n0.03 \nNon-GAAP diluted EPS \n$\n5.79\n \n$\n5.06 \n14\n \n%\nThe sum of the components and certain computations may reflect rounding adjustments.\n(1)\nDiluted earnings/(loss) per share attributable to Cardinal Health, Inc. (\"diluted EPS\" or \"diluted loss per share\").\n(2)\nThe reconciling items are presented within this table net of tax. See quantification of tax effect of each reconciling item in our GAAP to Non-GAAP Reconciliations in the section\ntitled \"Explanation and Reconciliation of Non-GAAP Financial Measures.\"\n(3)\nFor fiscal 2022, GAAP diluted loss per share attributable to Cardinal Health, Inc. and the EPS impact from the GAAP to non-GAAP per share reconciling items are calculated using\na weighted average of 279 million common shares, which excludes potentially dilutive securities from the denominator due to their anti-dilutive effects resulting from our GAAP\nnet loss for the period. Fiscal 2022 non-GAAP diluted EPS is calculated using a weighted average of 280 million common shares, which includes potentially dilutive shares.\n(4)\nImpairments and (gain)/loss on disposals of assets, net includes pre-tax goodwill impairment charges of $1.2 billion and $2.1 billion, respectively, related to the Medical segment\nrecorded during fiscal 2023 and 2022. The net tax benefits related to these charges were $82 million and $150 million, respectively.\nDuring fiscal 2023 and 2022, GAAP diluted EPS was adversely impacted by the goodwill impairment charges related to the Medical segment, which had\na $(4.38) and $(6.94) per share after-tax impact, respectively. See \"Critical Accounting Policies and Sensitive\n(2)\n(2)(3)\n (1)\n(4)\n(1)\n \n4\nCardinal Health \n| \nFiscal 2023 Form 10-K", + "97121309-b4d9-4cb5-af2c-9db219626551": "MD&A\nOverview\nAccounting Estimates\" section of this MD&A, and \nNote 4\n and \nNote 8\n of the \"Notes to Consolidated Financial Statements\" for additional detail.\nDuring fiscal 2023, GAAP diluted EPS was favorably impacted by litigation recoveries. See \nNote 7\n of the \"Notes to Consolidated Financial Statements.\"\nDuring fiscal 2023, non-GAAP diluted EPS increased 14 percent to $5.79 due to a lower share count, the factors impacting non-GAAP operating\nearnings described above and lower interest expense, net.\nCash and Equivalents\nOur cash and equivalents balance was $4.0 billion at June 30, 2023 compared to $4.7 billion at June 30, 2022. During fiscal 2023, net cash provided by\noperating activities was $2.8 billion, which was offset by $2.0 billion in share repurchases, $579 million in debt repayments, $525 million of dividends and\n$481 million of capital expenditures.\nCardinal Health \n|\n Fiscal 2023 Form 10-K\n5", + "2248e09d-d336-4bd6-a306-43f3352bdb7c": "MD&A\nOverview\nSignificant Developments in Fiscal 2023 and Trends\nPharmaceutical Segment\nGenerics Program\nThe performance of our Pharmaceutical segment generics program positively impacted the year-over-year comparison of Pharmaceutical segment profit\nin fiscal 2023. The Pharmaceutical segment generics program includes, among other things, the impact of generic pharmaceutical product launches,\ncustomer volumes, pricing changes, the Red Oak Sourcing, LLC venture (\"Red Oak Sourcing\") with CVS Health Corporation (\"CVS Health\") and generic\npharmaceutical contract manufacturing and sourcing costs.\nThe frequency, timing, magnitude and profit impact of generic pharmaceutical customer volumes, pricing changes, customer contract renewals, generic\npharmaceutical manufacturer pricing changes and generic pharmaceutical contract manufacturing and sourcing costs all impact Pharmaceutical\nsegment profit and are subject to risks and uncertainties. These risks and uncertainties may impact Pharmaceutical segment profit and consolidated\noperating earnings in fiscal 2024.\nMedical Segment\nInflationary Impacts\nBeginning in fiscal 2022, Medical segment profit was negatively affected by inflationary impacts, primarily related to transportation (including ocean and\ndomestic freight), commodities, labor and global supply chain constraints. Since that time, we have taken actions to partially mitigate these impacts,\nincluding implementing certain price increases and evolving our pricing and commercial contracting processes to provide us with greater pricing flexibility.\nIn addition, decreases in some product-related costs have been recognized as the higher-cost inventory moved through our supply chain and was\nreplaced by lower cost inventory. These net inflationary impacts negatively affected Medical segment profit during fiscal 2023.\nWe expect these net inflationary impacts to continue to affect Medical segment profit in fiscal 2024 and beyond, but to a significantly lesser extent than\nin fiscal 2023 and prior periods, due to our mitigation actions, together with continued decreases in certain product-related costs. However, these\ninflationary costs are difficult to predict and may be greater than we expect or continue longer than our current expectations. Our actions to increase\nprices and evolve our contracting strategies are subject to contingencies and uncertainties and it is possible that our results of operations will be\nadversely impacted to a greater extent than we currently anticipate or that we may not be able to mitigate the negative impact to the extent or on the\ntimeline we anticipate\n.\nVolumes within Products and Distribution\nMedical segment profit was adversely impacted during fiscal 2023 on a year-over-year basis in part due to lower volumes within products and distribution,\nwhich includes our Cardinal Health branded medical products. We expect Cardinal Health branded medical products sales growth in fiscal 2024 and\nbeyond. The timing, magnitude and profit impact of this anticipated sales growth is subject to risks and uncertainties, which may impact Medical\nsegment profit.\nMedical Unit Goodwill\nDue to previously communicated changes in our long-term financial plan assumptions, including those related to Cardinal Health branded medical\nproducts sales growth, and increases in the risk-free interest rate, we performed goodwill impairment testing for the Medical operating segment\n(excluding our Cardinal Health at-Home Solutions division) (\u201cMedical Unit\u201d) during fiscal 2023. This testing resulted in cumulative pre-tax charges of $1.2\nbillion which were included in impairments and (gain)/loss on disposal of assets, net in our consolidated statements of earnings/(loss). See \"Critical\nAccounting Policies and Sensitive Accounting Estimates\" section of this MD&A and \nNote 4\n of the \"Notes to Consolidated Financial Statements\" for\nadditional detail. Adverse changes in key assumptions or a significant change in industry or economic trends during fiscal 2024 could result in additional\ngoodwill impairment.\nShareholder Cooperation Agreement\nIn September 2022, we entered into a Cooperation Agreement (the \"Cooperation Agreement\") with Elliott Associates, L.P. and Elliott International, L.P.\n(together, \"Elliott\") under which our Board of Directors (the \"Board\"), among other things, (1) appointed four new independent directors, including a\nrepresentative from Elliott, and (2) formed an advisory Business Review Committee of the Board, which is tasked with undertaking a comprehensive\nreview of our strategy, portfolio, capital-allocation framework and operations. In May 2023, we extended the term of the Cooperation Agreement until the\nlater of July 15, 2024 or until Elliott's representative ceases to serve on, or\n \n6\nCardinal Health \n| \nFiscal 2023 Form 10-K", + "17a5eea4-b66b-44c1-b284-d94ed60c15f9": "MD&A\nOverview\nresigns from, the Board. In connection with this extension, the Board has extended the term of the Business Review Committee until July 15, 2024.\nThe evaluation and implementation of any actions recommended by the Business Review Committee and the Board have impacted and may continue to\nimpact our business, financial position and results of operations during fiscal 2024 and beyond. During fiscal 2023, we incurred $8 million of expenses\nrelated to the negotiation and finalization of the Cooperation Agreement and other consulting expenses. We have incurred, and expect to continue to\nincur additional legal, consulting and other expenses related to the Cooperation Agreement and the activities of the Business Review Committee. See\n\"Risk Factors\" section for additional detail related to risks associated with the Cooperation Agreement.\nCardinal Health \n|\n Fiscal 2023 Form 10-K\n7", + "cb86380d-2eb0-434a-9164-3157068e83ea": "MD&A\nResults of Operations\nResults of Operations\nRevenue\n36\n37\nRevenue\n(in millions)\n2023\n2022\nChange\nPharmaceutical\n$\n190,009\n \n$\n165,491 \n15\n \n%\nMedical\n15,014\n \n15,887 \n(5)\n%\nTotal segment revenue\n205,023\n \n181,378 \n13\n \n%\nCorporate \n(11)\n(14)\nN.M.\nTotal revenue\n$\n205,012\n \n$\n181,364 \n13\n \n%\n(1)\nCorporate revenue consists of the elimination of inter-segment revenue and other revenue not allocated to the segments.\nPharmaceutical Segment\nFiscal 2023 Pharmaceutical segment revenue grew by 15 percent primarily due to branded and specialty pharmaceutical sales growth largely from\nexisting and net new customers, which increased revenue by $24.2 billion.\nMedical Segment\nFiscal 2023 Medical segment revenue decrease was driven by products and distribution, which decreased revenue by $1.1 billion, primarily related to\nlower sales, largely due to an adverse impact from personal protective equipment (\"PPE\") pricing and volumes. This decrease was partially offset by\nsales growth in at-Home Solutions, which increased revenue by $215 million.\nCost of Products Sold\nCost of products sold for fiscal 2023 increased $23.3 billion (13 percent) due to the factors affecting the changes in revenue and gross margin.\n(1)\n \n8\nCardinal Health \n| \nFiscal 2023 Form 10-K", + "971c8420-641d-4959-aeed-00639ffd8649": "MD&A\nResults of Operations\nGross Margin\n818\n \n820\nConsolidated Gross\nMargin\n(in millions)\n2023\n2022\nChange\nGross margin\n$\n6,889\n \n$\n6,545 \n5\n \n%\nFiscal 2023 consolidated gross margin increased primarily due to the Pharmaceutical segment, which reflected the positive performance of our generics\nprogram and a higher contribution from branded and specialty pharmaceutical products. This increase was partially offset by the performance of products\nand distribution within the Medical segment, primarily driven by lower volumes and unfavorable product sales mix, partially offset by a net positive\ncontribution from PPE.\nGross margin rate declined 25 basis points during fiscal 2023 mainly due to changes in overall product mix, primarily driven by increased pharmaceutical\ndistribution branded sales, which have a dilutive impact on our overall gross margin rate. This decline in gross margin rate was partially offset by a net\npositive contribution from PPE.\nDistribution, Selling, General and Administrative (\"SG&A\") Expenses\nSG&A Expenses\n(in millions)\n2023\n2022\nChange\nSG&A expenses\n$\n4,834\n \n$\n4,557 \n6\n \n%\nFiscal 2023 SG&A expenses increased primarily due to inflationary impacts, primarily related to increased transportation and labor costs, higher\noperating expenses, including higher costs to support sales growth, and enterprise-wide incentive compensation. These increases were partially offset\nby the beneficial impact of enterprise-wide cost-savings measures.\nCardinal Health \n|\n Fiscal 2023 Form 10-K\n9", + "bd4a3c19-61b0-4e6b-abbc-1a11e68fe8c2": "MD&A\nResults of Operations\nSegment Profit\nWe evaluate segment performance based on segment profit, among other measures. See \nNote 13\n of the \"Notes to Consolidated Financial Statements\"\nfor additional information on segment profit.\n3356\n3357\nSegment Profit and\nOperating Earnings\n(in millions)\n2023\n2022\nChange\nPharmaceutical\n$\n1,999\n \n$\n1,770 \n13\n \n%\nMedical\n111\n \n216 \n(49)\n%\nTotal segment profit\n2,110\n \n1,986 \n6\n \n%\nCorporate\n(1,383)\n(2,582)\nN.M.\nTotal consolidated operating earnings/(loss)\n$\n727\n \n$\n(596)\nN.M.\nPharmaceutical Segment Profit\nFiscal 2023 Pharmaceutical segment profit increased primarily due to the positive performance of our generics program and an increased contribution\nfrom branded and specialty pharmaceutical products, partially offset by inflationary impacts, primarily related to increased transportation and labor costs.\nMedical Segment Profit\nFiscal 2023 Medical segment profit decreased primarily due to the performance of products and distribution, largely driven by net inflationary impacts,\nlower volumes and unfavorable product sales mix, partially offset by a net positive contribution from PPE.\nCorporate\nThe changes in Corporate during fiscal 2023 are due to the factors discussed in the \"Other Components of Consolidated Operating Earnings/(Loss)\"\nsection that follows.\n \n10\nCardinal Health \n| \nFiscal 2023 Form 10-K", + "18125eaf-d5f2-4cc2-95b5-4be761c583e5": "MD&A\nResults of Operations\nOther Components of Consolidated Operating Earnings/(Loss)\nIn addition to revenue, gross margin and SG&A expenses discussed previously, consolidated operating earnings/(loss) were impacted by the following:\n(in millions)\n2023\n2022\nRestructuring and employee severance\n$\n95\n \n$\n101 \nAmortization and other acquisition-related costs\n285\n \n324 \nImpairments and (gain)/loss on disposal of assets, net\n1,250\n \n2,050 \nLitigation (recoveries)/charges, net\n(302)\n109 \nRestructuring and Employee Severance\nRestructuring and employee severance costs during fiscal 2023 and 2022 were primarily related to the implementation of certain enterprise-wide cost-\nsavings measures and the divestiture of the Cordis business. During fiscal 2023, we also incurred restructuring costs related to certain projects resulting\nfrom reviews of our strategy, portfolio, capital-allocation framework and operations. During fiscal 2022, restructuring costs also included facility exit costs\nrelated to decreasing our overall office space.\nAmortization and Other Acquisition-Related Costs\nAmortization of acquisition-related intangible assets was $281 million and $311 million for fiscal 2023 and 2022, respectively.\nImpairments and (Gain)/Loss on Disposal of Assets, Net\nDuring fiscal 2023 and 2022, we recognized $1.2 billion and $2.1 billion of pre-tax non-cash goodwill impairment charges, respectively, related to our\nMedical segment, as discussed further in the \"Critical Accounting Policies and Sensitive Accounting Estimates\" section of this MD&A and \nNote 4\n of the\n\"Notes to Consolidated Financial Statements.\"\nLitigation (Recoveries)/Charges, Net\nDuring fiscal 2023, we recognized income of $103 million, primarily related to a reduction of the reserve for the estimated settlement and defense costs\nfor the Cordis OptEase and TrapEase inferior vena cava (\"IVC\") product liability due to the execution of certain settlement agreements. During fiscal\n2022, we recognized estimated losses and legal defense costs associated with the IVC filter product liability claims of $87 million. See \nNote 7\n of the\n\"Notes to Consolidated Financial Statements\" for additional information.\nDuring fiscal 2023, we recognized income of $93 million due to net proceeds from the settlement of a shareholder derivative litigation matter as described\nfurther in the \"Legal Proceedings\" section.\nDuring fiscal 2023 and 2022, we recognized income of $130 million and $18 million, respectively, for net recoveries in class action antitrust lawsuits in\nwhich we were a class member or plaintiff.\nOther Components of Earnings/(Loss) Before Income Taxes\nIn addition to the items discussed above, earnings/(loss) before income taxes was impacted by the following:\n(in millions)\n2023\n2022\nChange\nOther (income)/expense, net\n$\n(4)\n$\n16 \nN.M.\nInterest expense, net\n93\n \n149 \n(38)\n%\nLoss on early extinguishment of debt\n\u2014\n \n10 \nN.M.\n(Gain)/Loss on sale of equity interest in naviHealth\n\u2014\n \n(2)\nN.M.\nInterest Expense, Net\nFiscal 2023 interest expense decreased from fiscal 2022 primarily due to increased interest income from cash and equivalents.\nLoss On Early Extinguishment of Debt\nDuring fiscal 2022, we recognized a loss of $10 million connection with the debt redemption as described further in \nNote 6\n of the \"Notes to Consolidated\nFinancial Statements.\"\nCardinal Health \n|\n Fiscal 2023 Form 10-K\n11", + "a8cdf127-651f-4f2e-ba4b-688d49aeb314": "MD&A\nResults of Operations\nProvision for Income Taxes\nFluctuations in the effective tax rates are primarily due to the impact of the goodwill impairment charges recognized in fiscal 2023 and 2022 related to the\nMedical segment .\nA reconciliation of the provision based on the federal statutory income tax rate to our effective income tax rate from continuing operations is as follows\n(see \nNote 8\n of the \"Notes to Consolidated Financial Statements\" for additional information):\n \n2023 \n2022 \nProvision at Federal statutory rate\n21.0\n \n%\n21.0 \n%\nState and local income taxes, net of federal benefit\n6.6\n \n2.2 \nTax effect of foreign operations\n(4.2)\n3.5 \nNondeductible/nontaxable items\n(1.1)\n1.2 \nImpact of Divestitures\n\u2014\n \n(4.9)\nWithholding Taxes\n1.0\n \n(1.1)\nChange in Valuation Allowances\n(5.3)\n3.5 \nUS Taxes on International Income \n(0.7)\n3.2 \nImpact of Resolutions with IRS and other related matters\n5.8\n \n(0.6)\nOpioid litigation\n0.1\n \n(0.5)\nGoodwill Impairment\n36.9\n \n(49.5)\nOther\n(1.2)\n0.8 \nEffective income tax rate\n58.9\n \n%\n(21.2)\n%\n(1) This table reflects fiscal 2023 pretax income with tax expense and fiscal 2022 pretax loss with tax expense.\n(2) Includes the tax impact of Global Intangible Low-Taxed Income (\"GILTI\") tax, the Foreign-Derived Intangible Income deduction and other foreign income that is taxable under the\nU.S. tax code.\nDuring fiscal 2023 and 2022, the effective tax rate was 58.9 percent and (21.2) percent, respectively. Included in the effective tax rate for fiscal 2023 and\n2022 was $82 million and $150 million, respectively, of benefit related to the goodwill impairment charges related to the Medical Unit.\nOngoing Audits\nWe file income tax returns in the U.S. federal jurisdiction, various U.S. state jurisdictions and various foreign jurisdictions. With few exceptions, we are\nsubject to audit by taxing authorities for fiscal 2015 through the current fiscal year. Tax laws are complex and subject to varying interpretations. New\nchallenges related to future audits may adversely affect our effective tax rate or tax payments.\n(1)\n(1)\n(2)\n \n12\nCardinal Health \n| \nFiscal 2023 Form 10-K", + "ebe45dc1-8994-47ae-8571-54b7d4f90931": "MD&A\nLiquidity and Capital Resources\nLiquidity and Capital Resources\nWe currently believe that, based on available capital resources and projected operating cash flow, we have adequate capital resources to fund our\noperations and expected future cash needs as described below. If we decide to engage in one or more acquisitions, depending on the size and timing of\nsuch transactions, we may need to access capital markets for additional financing.\nCash and Equivalents\nOur cash and equivalents balance was $4.0 billion at June 30, 2023\ncompared to $4.7 billion at June 30, 2022. Net cash provided by operating\nactivities was $2.8 billion, which includes the impact of our second\nannual payment of $372 million related to the April 2022 agreement to\nsettle the vast majority of the opioid lawsuits filed by states and local\ngovernmental entities (the \"National Opioid Settlement Agreement\"). In\naddition, we deployed $2.0 billion for share repurchases, $579 million for\ndebt repayments, $525 million for dividends and $481 million for capital\nexpenditures. At June 30, 2023, our cash and equivalents were held in\ncash depository accounts with major banks or invested in high quality,\nshort-term liquid investments.\nAt June 30, 2022, our cash and equivalents were $4.7 billion. During\nfiscal 2022, net cash provided by operating activities of $3.1 billion\nincluded a refund of $966 million for the tax benefit from the net operating\nloss carryback related to a self-insurance pre-tax loss. We also received\nproceeds of $923 million, net of cash transferred, from the divestiture of\nthe Cordis business and we deployed $1.0 billion for share repurchases,\n$885 million for debt repayments, $559 million for dividends and $387\nmillion for capital expenditures.\nChanges in working capital, which impact operating cash flow, can vary\nsignificantly depending on factors such as the timing of customer\npayments, inventory purchases, payments to vendors and tax payments\nin the regular course of business, as well as fluctuating working capital\nneeds driven by customer and product mix.\nThe cash and equivalents balance at June 30, 2023 included $533 million\nof cash and equivalents held by subsidiaries outside of the United States.\nIn fiscal 2023, we returned $189 million of cash held by foreign\nsubsidiaries to the U.S.\nAt June 30, 2023, foreign earnings of approximately $976 million are\nconsidered indefinitely reinvested for working capital and other offshore\ninvestment needs. The computation of tax required if those earnings are\nrepatriated is not practicable. For amounts not considered indefinitely\nreinvested, we have recorded an immaterial amount of income tax\nexpense in our consolidated financial statements in fiscal 2023.\nOther Financing Arrangements and Financial Instruments\nCredit Facilities and Commercial Paper\nIn addition to cash and equivalents and operating cash flow, other\nsources of liquidity at June 30, 2023 include a $2.0 billion commercial\npaper program, backed by a $2.0 billion revolving credit facility. We also\nhave a $1.0 billion committed receivables sales facility. At June 30, 2023,\nwe had no amounts outstanding under our commercial paper program,\nrevolving credit facility or our committed receivables sales facility. During\nfiscal 2023, under our commercial paper program and our committed\nreceivables program, we had maximum combined total daily amounts\noutstanding of $445 million.\nIn February 2023, we extended our revolving credit facility through\nFebruary 25, 2028. In September 2022, we renewed our committed\nreceivables sales facility program through Cardinal Health Funding, LLC\n(\"CHF\") through September 30, 2025.\nOur revolving credit and committed receivables sales facilities require us\nto maintain a consolidated net leverage ratio of no more than 3.75-to-1.\nAs of June 30, 2023, we were in compliance with this financial covenant.\nLong-Term Obligations\nAt June 30, 2023, we had total long-term obligations, including the\ncurrent portion and other short-term borrowings of $4.7 billion.\nDuring fiscal 2023, we repaid the full principal of $550 million of the 3.2%\nNotes due 2023.", + "fa02698e-74cf-4490-8186-04bbbadfc5f7": "In February 2023, we extended our revolving credit facility through\nFebruary 25, 2028. In September 2022, we renewed our committed\nreceivables sales facility program through Cardinal Health Funding, LLC\n(\"CHF\") through September 30, 2025.\nOur revolving credit and committed receivables sales facilities require us\nto maintain a consolidated net leverage ratio of no more than 3.75-to-1.\nAs of June 30, 2023, we were in compliance with this financial covenant.\nLong-Term Obligations\nAt June 30, 2023, we had total long-term obligations, including the\ncurrent portion and other short-term borrowings of $4.7 billion.\nDuring fiscal 2023, we repaid the full principal of $550 million of the 3.2%\nNotes due 2023.\nDuring fiscal 2022, we redeemed all outstanding $572 million principal\namount of 2.616% Notes due 2022 and recorded a $10 million loss on\nearly extinguishment of debt. We also repaid the full principal of the\n$282 million Floating Rate Notes due 2022 as they became due.\nThe early redemption and repayments were funded with available cash.\nCardinal Health \n|\n Fiscal 2023 Form 10-K\n13", + "432eeec5-2c73-4221-9dac-8bd874ee875f": "MD&A\nLiquidity and Capital Resources\nCapital Deployment\nOpioid Litigation Settlement Agreement\nWe had $5.87 billion accrued at June 30, 2023 related to certain opioid\nlitigation, as further described within \nNote 7\n of the \"Notes to Consolidated\nFinancial Statements.\" We expect the majority of payments to occur\nthrough 2038. During fiscal 2023, we paid our second annual payment of\n$372 million under the National Opioid Settlement Agreement. In July\n2023, we made our third annual payment of $378 million under the\nNational Opioid Settlement Agreement. The amounts of these future\npayments may differ from the payments that we have already made.\nCapital Expenditures\nCapital expenditures during fiscal 2023 and 2022 were $481 million and\n$387 million, respectively.\nWe expect capital expenditures in fiscal 2024 to be approximately $500\nmillion and primarily related to manufacturing and distribution\ninfrastructure projects and technology investments.\nDividends\nDuring fiscal 2023, we paid quarterly dividends totaling $1.98 per share,\nan increase of 1 percent from fiscal 2022.\nOn May 11, 2023, our Board of Directors approved a quarterly dividend of\n$0.5006 per share, or $2.00 per share on an annualized basis, which was\npaid on July 15, 2023, to shareholders of record on July 3, 2023.\nOn August 9, 2023, our Board of Directors approved a quarterly dividend\nof $0.5006 per share, or $2.00 per share on an annualized basis, which\nwill be paid on October 15, 2023, to shareholders of record on October 3,\n2023.\nShare Repurchases\nDuring fiscal 2023 and 2022, we deployed $2.0 billion and $1.0 billion,\nrespectively, for repurchases of our common shares. We funded the\nrepurchases with available cash. See \nNote 11\n of the \"Notes to\nConsolidated Financial Statements\" for additional information.\nOn November 4, 2021, our Board of Directors approved a $3.0 billion\nshare repurchase program, which will expire on December 31, 2024. On\nJune 7, 2023, our Board of Directors approved a $3.5 billion share\nrepurchase program, which will expire on December 31, 2027. At\nJune 30, 2023, we had $4.3 billion remaining authorized for share\nrepurchases under these programs.\n \n14\nCardinal Health \n| \nFiscal 2023 Form 10-K", + "43c28d48-74e5-46ab-b88b-b8a7f3d7dbf2": "MD&A\nOther\nContractual Obligations and Cash Requirements\nAt June 30, 2023, our contractual obligations and future cash\nrequirements, including estimated payments due by period, were as\nfollows:\n(in millions)\n2024\n2025 to\n2026\n2027 to\n2028\nThere-\nafter\nTotal\nLong-term debt and short-\nterm borrowings (1)\n$\n764 \n$\n917 \n$\n1,308 \n$\n1,626 \n$\n4,615\n \nInterest on long-term debt\n218 \n326 \n215 \n1,336 \n2,095\n \nFinance lease obligations (2)\n28 \n41 \n16 \n7 \n92\n \nOperating lease obligations\n(3)\n113 \n189 \n123 \n97 \n522\n \nPurchase obligations and\nother payments (4)\n645 \n311 \n188 \n105 \n1,249\n \nOpioid litigation settlement\nagreements (5)\n426 \n837 \n832 \n3,715 \n5,810\n \nTotal contractual\nobligations and cash\nrequirements (6)\n$\n2,194\n \n$\n2,621\n \n$\n2,682\n \n$\n6,886\n \n$\n14,383\n \n(1)\nRepresents maturities of our long-term debt obligations and other short-term\nborrowings excluding finance lease obligations described below. See \nNote 6\n of\nthe \u201cNotes to Consolidated Financial Statements\u201d for further information.\n(2)\nRepresents minimum finance lease obligations included within current portion of\nlong-term obligations and other short-term borrowings and long-term obligations,\nless current portion in our consolidated balance sheets and further described in\nNote 5\n of the \u201cNotes to Consolidated Financial Statements.\u201d\n(3)\nRepresents minimum operating lease obligations included within other accrued\nliabilities and deferred income taxes and other liabilities in our\nconsolidated balance sheets and further described in \nNote 5\n of the \u201cNotes to\nConsolidated Financial Statements.\u201d\n(4)\nA purchase obligation is defined as an agreement to purchase goods or services\nthat is legally enforceable and specifies all significant terms, including fixed or\nminimum quantities to be purchased; fixed, minimum or variable price provisions;\nand approximate timing of the transaction. The purchase obligation amounts\ndisclosed above represent estimates of the minimum for which we are obligated\nand the time period in which cash outflows will occur. Purchase orders and\nauthorizations to purchase that involve no firm commitment from either party are\nexcluded from the above table. In addition, contracts that can be unilaterally\ncanceled with no termination fee or with proper notice are excluded from our total\npurchase obligations except for the amount of the termination fee or the minimum\namount of goods that must be purchased during the requisite notice period.\nPurchase obligations and other payments also includes quarterly payments to CVS\nHealth in connection with Red Oak Sourcing. See \nNote 7\n of the \u201cNotes to\nConsolidated Financial Statements\u201d for additional information.\n(5)\nRepresents future cash obligations under the National Opioid Settlement\nAgreement as well as future cash obligations under separate settlement\nagreements with the States of Oklahoma, Washington and West Virginia and the\nCherokee Nation. We have $5.87 billion accrued at June 30, 2023, of which\n$426 million is included in other accrued liabilities, and the remainder is included in\ndeferred income taxes and other liabilities in our consolidated balance sheets. See\nNote 7\n of the \u201cNotes to Consolidated Financial Statements\u201d for additional\ninformation.\n(6)\nLong-term liabilities, such as unrecognized tax benefits, deferred taxes and other\ntax liabilities, have been excluded from the above table due to the inherent\nuncertainty of the underlying tax positions or because of the inability to reasonably\nestimate the timing of any cash outflows. See \nNote 8\n of the \"Notes to Consolidated\nFinancial Statements\" for further discussion of income taxes.\nRecent Financial Accounting Standards\nSee \nNote 1\n of the \u201cNotes to Consolidated Financial Statements\u201d for further information.\nCardinal Health \n|\n Fiscal 2023 Form 10-K\n15", + "66136d76-16cb-4a32-8e81-ee31db64fdff": "MD&A\nCritical Accounting Policies and Sensitive Accounting Estimates\nCritical Accounting Policies and Sensitive Accounting Estimates\nCritical accounting policies are those accounting policies that (i) can have a significant impact on our financial condition and results of operations and\n(ii) require the use of complex and subjective estimates based upon past experience and management\u2019s judgment. Other people applying reasonable\njudgment to the same facts and circumstances could develop different estimates. Because estimates are inherently uncertain, actual results may differ.\nIn this section, we describe the significant policies applied in preparing our consolidated financial statements that management believes are the most\ndependent on estimates and assumptions. See \nNote 1\n of the \u201cNotes to Consolidated Financial Statements\u201d for further discussion.\nAllowance for Doubtful Accounts\nThe allowance for doubtful accounts includes general and specific\nreserves. We determine our allowance for doubtful accounts by reviewing\naccounts receivable aging, historical write-off trends, payment history,\npricing discrepancies, industry trends, customer financial strength,\ncustomer credit ratings or bankruptcies. We regularly evaluate how\nchanges in economic conditions may affect credit risks.\nA hypothetical 0.1 percent increase or decrease in the reserve as a\npercentage of trade receivables at June 30, 2023, would result in an\nincrease or decrease in bad debt expense of $11 million. We believe the\nreserve maintained and expenses recorded in fiscal 2023 are appropriate.\nAt this time, we are not aware of any analytical findings or customer\nissues that are likely to lead to a significant future\nincrease in the allowance for doubtful accounts as a percentage of\nrevenue. The following table presents information regarding our allowance\nfor doubtful accounts over the past three fiscal years:\n(in millions, except percentages)\n2023\n2022\n2021\nAllowance for doubtful accounts at beginning of\nperiod\n$\n273\n \n$\n243 \n$\n207 \nCharged to costs and expenses\n197\n \n155 \n130 \nReduction to allowance for customer\ndeductions and write-offs\n(171)\n(125)\n(94)\nAllowance for doubtful accounts at end of period\n$\n299\n \n$\n273 \n$\n243 \nAllowance as a percentage of customer\nreceivables\n2.6\n \n%\n2.6 \n%\n2.7 \n%\nAllowance as a percentage of revenue\n0.15\n \n%\n0.15 \n%\n0.15 \n%\nInventories\nLIFO Inventory\nA portion of our inventories (55 percent and 52 percent at June 30, 2023\nand 2022, respectively) are valued at the lower of cost, using the last-in,\nfirst-out (\"LIFO\") method, or market. These are primarily merchandise\ninventories at the core pharmaceutical distribution facilities within our\nPharmaceutical segment (\u201cdistribution facilities\u201d). The LIFO impact on the\nconsolidated statements of earnings/(loss) depends on pharmaceutical\nmanufacturer price appreciation or deflation and our fiscal year-end\ninventory levels, which can be meaningfully influenced by customer\nbuying behavior immediately preceding our fiscal year-end. Historically,\nprices for branded pharmaceuticals have generally tended to rise,\nresulting in an increase in cost of products sold, whereas prices for\ngeneric pharmaceuticals generally tend to decline, resulting in a\ndecrease in cost of products sold.\nUsing LIFO, if there is a decrease in inventory levels that have\nexperienced pharmaceutical price appreciation, the result generally will\nbe a decrease in future cost of products sold as our older inventory is\nheld at a lower cost. Conversely, if there is a decrease in inventory levels\nthat have experienced a pharmaceutical price decline, the result generally\nwill be an increase in future cost of products sold as our older inventory is\nheld at a higher cost.\nWe believe that the average cost method of inventory valuation provides a\nreasonable approximation of the current cost of replacing inventory within\nthese distribution facilities. As such, the\nLIFO reserve is the difference between (a) inventory at the lower of LIFO\ncost or market and (b) inventory at replacement cost determined using\nthe average cost method of inventory valuation. At June 30, 2023 and\n2022, respectively, inventories valued at LIFO cost were $476 million and\n$416 million higher than the average cost value. We do not record\ninventories in excess of replacement cost. As such, we did not write-up\nthe value of our inventory from average cost to LIFO cost at June 30, 2023\nor 2022.", + "ead419bc-7a53-49b9-8aab-799615260bf2": "We believe that the average cost method of inventory valuation provides a\nreasonable approximation of the current cost of replacing inventory within\nthese distribution facilities. As such, the\nLIFO reserve is the difference between (a) inventory at the lower of LIFO\ncost or market and (b) inventory at replacement cost determined using\nthe average cost method of inventory valuation. At June 30, 2023 and\n2022, respectively, inventories valued at LIFO cost were $476 million and\n$416 million higher than the average cost value. We do not record\ninventories in excess of replacement cost. As such, we did not write-up\nthe value of our inventory from average cost to LIFO cost at June 30, 2023\nor 2022.\nFIFO Inventory\nOur remaining inventory, including inventory in our Medical segment and\ncertain inventory in our Pharmaceutical segment, that is not valued at the\nlower of LIFO cost or market is stated at the lower of cost, using the first-\nin, first-out (\"FIFO\") method, or net realizable value. We reserve for the\nlower of cost or net realizable value using the estimated selling prices\nand estimated sales demand in the ordinary course of business, less\nreasonably predictable costs of completion, disposal and transportation.\nIn fiscal 2021, we recorded a reserve of $197 million, primarily related to\ncertain categories of gloves, to reduce the carrying value of certain PPE\nto its net realizable value. Our estimates for selling prices and demand\nare inherently uncertain and if our assumptions decline in the future,\nadditional inventory reserves may be required.\n \n16\nCardinal Health \n| \nFiscal 2023 Form 10-K", + "3990aea4-d1ca-467f-ab25-cfa2d07c5405": "MD&A\nCritical Accounting Policies and Sensitive Accounting Estimates\nExcess and Obsolete Inventory\nWe reserve for inventory obsolescence using estimates based on\nhistorical experience, historical and projected sales trends,\nspecific categories of inventory, age and expiration dates of on-hand\ninventory and manufacturer return policies. Inventories presented in the\nconsolidated balance sheets are net of reserves\nfor excess and obsolete inventory which were $139 million and $147\nmillion at June 30, 2023 and 2022, respectively. If actual conditions are\nless favorable than our assumptions, additional inventory reserves may be\nrequired.\nGoodwill and Other Indefinite-Lived Intangible Assets\nPurchased goodwill and intangible assets with indefinite lives are tested\nfor impairment annually or when indicators of impairment exist. Goodwill\nimpairment testing involves a comparison of the estimated fair value of\nreporting units to the respective carrying amount, which may be\nperformed utilizing either a qualitative or quantitative assessment.\nQualitative factors are first assessed to determine if it is more likely than\nnot that the fair value of a reporting unit is less than its carrying amount.\nThere is an option to bypass the qualitative assessment for any reporting\nunit in any period and proceed directly to performing the quantitative\ngoodwill impairment test. We have elected to bypass the qualitative\nassessment for the annual goodwill impairment test in the current year.\nThe quantitative goodwill impairment test involves a comparison of the\nestimated fair value of the reporting unit to the respective carrying\namount. A reporting unit is defined as an operating segment or one level\nbelow an operating segment (also known as a component).\nWe have two operating segments, which are the same as our reportable\nsegments: Pharmaceutical and Medical. These operating segments are\ncomprised of divisions (which are components), for which discrete\nfinancial information is available. Components are aggregated into\nreporting units for purposes of goodwill impairment testing to the extent\nthat they share similar economic characteristics. Our reporting units are:\nPharmaceutical operating segment (excluding our Nuclear and Precision\nHealth Solutions division); Nuclear and Precision Health Solutions\ndivision; Medical operating segment (excluding our Cardinal Health at-\nHome Solutions division) (\u201cMedical Unit\u201d); and Cardinal Health at-Home\nSolutions division.\nGoodwill impairment testing involves judgment, including the identification\nof reporting units, qualitative evaluation of events and circumstances to\ndetermine if it is more likely than not that an impairment exists and, if\nnecessary, the estimation of the fair value of the applicable reporting unit.\nOur determination of estimated fair value of our reporting units in fiscal\n2023 was based on a combination of the income-based and market-\nbased approaches (using discount rates ranging from 9.5 to 11 percent).\nWe use discount rates that are commensurate with the risks and\nuncertainty inherent in the respective reporting units and in our internally-\ndeveloped forecasts. Under the market-based guideline public company\nmethod, we determine fair value by comparing our reporting units to\nsimilar businesses or guideline companies whose securities are actively\ntraded in public markets. We also use the market-based guideline\ntransaction method to\ndetermine fair value based on pricing multiples derived from the sale of\ncompanies that are similar to our reporting units.\nEstimating the fair value of reporting units requires the use of estimates\nand significant judgments that are based on a number of factors including\nactual operating results. The use of alternate estimates and\nassumptions, changes in the industry or peer groups, or changes in\nweightings assigned to the discounted cash flow method, guideline public\ncompany method or guideline transaction method could materially affect\nthe determination of fair value for each reporting unit and potentially result\nin goodwill impairment. If a reporting unit fails to achieve expected\nearnings or operating cash flow, or otherwise fails to meet current\nfinancial plans, or if there were changes to any other key assumptions\nused in the tests, the reporting unit could incur a goodwill impairment in a\nfuture period.\nWe performed annual impairment testing in fiscal 2023, 2022 and 2021\nand concluded that there were no impairments of goodwill for\nPharmaceutical operating segment (excluding our Nuclear and Precision\nHealth Solutions division); Nuclear and Precision Health Solutions\ndivision; and Cardinal Health at-Home Solutions division as the estimated\nfair value of each reporting unit exceeded its carrying value. See\nadditional detail on Medical Unit goodwill below.\nMedical Unit Goodwill\nDue to previously communicated changes in our long-term financial plan\nassumptions made during fiscal 2023, including those related to Cardinal\nHealth branded medical products sales growth and net inflationary\nimpacts, we elected to bypass the qualitative assessment and perform\nquantitative goodwill impairment testing for the Medical Unit at June 30,\n2023.", + "a728e408-1baa-4062-8248-eaaa0a022132": "We performed annual impairment testing in fiscal 2023, 2022 and 2021\nand concluded that there were no impairments of goodwill for\nPharmaceutical operating segment (excluding our Nuclear and Precision\nHealth Solutions division); Nuclear and Precision Health Solutions\ndivision; and Cardinal Health at-Home Solutions division as the estimated\nfair value of each reporting unit exceeded its carrying value. See\nadditional detail on Medical Unit goodwill below.\nMedical Unit Goodwill\nDue to previously communicated changes in our long-term financial plan\nassumptions made during fiscal 2023, including those related to Cardinal\nHealth branded medical products sales growth and net inflationary\nimpacts, we elected to bypass the qualitative assessment and perform\nquantitative goodwill impairment testing for the Medical Unit at June 30,\n2023. This quantitative testing resulted in the carrying amount of the\nMedical Unit exceeding the fair value, resulting in a pre-tax impairment\ncharge of $368 million in the fourth quarter and cumulative pre-tax\nimpairment charges of $1.2 billion due to the impairment charges\nrecognized during the second and first quarters of fiscal 2023 as\ndescribed further below. The fourth quarter impairment charge was\nprimarily driven by the impact of the reductions in our long-term financial\nplan assumptions. The impairment charges are included in impairments\nand (gain)/loss on disposal of assets, net in our consolidated statements\nof earnings/(loss). The carrying value of the Medical Unit at June 30, 2023\nafter recognizing the impairment charges was $5.7 billion, of which $725\nmillion was goodwill. See \nNote 4\n of the \"Notes to Consolidated Financial\nStatements\" for further discussion.\nCardinal Health \n|\n Fiscal 2023 Form 10-K\n17", + "a6fb9d27-ef2a-4372-a44c-8b636dde264c": "MD&A\nCritical Accounting Policies and Sensitive Accounting Estimates\nWe performed interim quantitative goodwill impairment testing for the\nMedical Unit at December 31, 2022 and September 30, 2022, which\nresulted in pre-tax impairment charges of $709 million and $154 million,\nrespectively. The impairment charge recognized in the second quarter\nwas driven by certain reductions in our long-term financial plan\nassumptions, and the impairment charge recognized in the first quarter\nwas driven by an increase in the discount rate primarily due to an\nincrease in the risk-free interest rate. We also performed quantitative\ngoodwill impairment testing at March 31, 2023 and concluded that there\nwas no impairment of goodwill at March 31, 2023 as the estimated fair\nvalue of the Medical Unit exceeded its carrying value by approximately 4\npercent.\nOur determinations of the estimated fair value of the Medical Unit were\nbased on a combination of the income-based approach (using a terminal\ngrowth rate of 2 percent), and the market-based approaches. Additionally,\nwe assigned a weighting of 80 percent to the discounted cash flow\nmethod, 10 percent to the guideline public company method and 10\npercent to the guideline transaction method. For the income-based\napproach, we used discount rates of 10 percent, 10 percent, 10.5 percent\nand 10.5 percent for fourth, third, second and first quarters, respectively.\nThe decrease in the discount rate for the testing performed at March 31,\n2023 and June 30, 2023 was primarily due to a decrease in the risk-free\ninterest rate.\nWhile we consider the assumptions used in our determination of the\nestimated fair value of the Medical Unit to be reasonable and appropriate,\nthey are complex and subjective, and additional adverse changes in one\nkey assumption or a combination of key assumptions during fiscal 2024\nmay significantly affect future estimates. These assumptions include,\namong other things, a failure to meet expected earnings or other financial\nplans, including the execution of key initiatives related to optimizing and\ngrowing sales of Cardinal Health branded medical products, increasing\ngrowth in certain strategic divisions within our Medical segment, and\ndriving simplification efforts and cost optimization projects, or\nunanticipated events and circumstances, such as changes in\nassumptions about the duration and magnitude of increased\nsupply chain and commodities costs and our efforts to mitigate such\nimpact, including price increases or surcharges; further disruptions in the\nsupply chain; manufacturing cost inefficiencies resulting from lower than\nanticipated sales volume; an increase in the discount rate; a decrease in\nthe terminal growth rate; increases in tax rates; or a significant change in\nindustry or economic trends.\nAdverse changes in key assumptions may result in a decline in fair value\nbelow the carrying value in the future and therefore, an impairment of our\nMedical Unit goodwill in future periods, which could adversely affect our\nresults of operations. For example, if we were to increase the discount\nrate by a hypothetical 0.5 percent to 10.5 percent or decrease the\nterminal growth rate by a hypothetical 1.75 percent to 0.25 percent, the\nfair value for the Medical Unit would have further decreased by\napproximately $250 million. Additionally, a hypothetical 25 basis point\ndecrease in long-term gross margin rates, which could be impacted by\nchanges in Cardinal Health branded medical product sales growth rate\nassumptions, would have increased the impairment charge by\napproximately $220 million.\nOther indefinite-lived intangibles\nThe impairment test for indefinite-lived intangibles other than goodwill\n(primarily trademarks) involves first assessing qualitative factors to\ndetermine if it is more likely than not that the fair value of the indefinite-\nlived intangible asset is less than its carrying amount. If so, then a\nquantitative test is performed to compare the estimated fair value of the\nindefinite-lived intangible asset to the respective asset's carrying amount.\nOur qualitative evaluation requires the use of estimates and significant\njudgments and considers the weight of evidence and significance of all\nidentified events and circumstances and most relevant drivers of fair\nvalue, both positive and negative, in determining whether it is more likely\nthan not that the fair value of the indefinite-lived intangible asset is less\nthan its carrying amount.\nSee \nNote 1\n of \"Notes to Consolidated Financial Statements\" for\nadditional information regarding goodwill and other intangible assets.\nLoss Contingencies and Self-Insurance\nWe regularly review contingencies and self-insurance accruals to\ndetermine whether our accruals and related disclosures are adequate.\nAny adjustments for changes in reserves are recorded in the period in\nwhich the change in estimate occurs.", + "e4a34eab-1a51-458f-bc78-cf46713b0881": "If so, then a\nquantitative test is performed to compare the estimated fair value of the\nindefinite-lived intangible asset to the respective asset's carrying amount.\nOur qualitative evaluation requires the use of estimates and significant\njudgments and considers the weight of evidence and significance of all\nidentified events and circumstances and most relevant drivers of fair\nvalue, both positive and negative, in determining whether it is more likely\nthan not that the fair value of the indefinite-lived intangible asset is less\nthan its carrying amount.\nSee \nNote 1\n of \"Notes to Consolidated Financial Statements\" for\nadditional information regarding goodwill and other intangible assets.\nLoss Contingencies and Self-Insurance\nWe regularly review contingencies and self-insurance accruals to\ndetermine whether our accruals and related disclosures are adequate.\nAny adjustments for changes in reserves are recorded in the period in\nwhich the change in estimate occurs.\nLoss Contingencies\nWe accrue for contingencies related to disputes, litigation and regulatory\nmatters if it is probable that a liability has been incurred and the amount\nof the loss can be reasonably estimated. Because these matters are\ninherently unpredictable and unfavorable developments or outcomes can\noccur, assessing contingencies is highly subjective and requires\njudgments about future events.\nExamples of such contingencies include various lawsuits related to the\ndistribution of prescription opioid pain medications and the IVC filter\nlawsuits.\n \n18\nCardinal Health \n| \nFiscal 2023 Form 10-K", + "64cb18e5-c2e9-4e94-96ac-2c85a3042294": "MD&A\nCritical Accounting Policies and Sensitive Accounting Estimates\nWe develop and periodically update reserve estimates for all litigation\nmatters, including IVC claims, received to date and expected to be\nreceived in the future and related costs. In April 2023, we executed a\nsettlement agreement that, if certain conditions are satisfied, will resolve\napproximately 4,376 IVC filter product liability claims for $275 million.\nThese settlements will not resolve all IVC filter product liability claims and\nwe intend to continue to vigorously defend ourselves in the remaining\nlawsuits. To project future IVC claim costs, we use a methodology based\nlargely on recent experience, including claim filing rates, blended average\npayout influenced by claim severity, historical sales data, implant and\ninjury to report lag patterns and estimated defense costs.\nSelf-Insurance\nWe self-insure through a wholly-owned insurance subsidiary for employee\nhealthcare, certain product liability matters, auto liability, property and\nworkers' compensation and maintain insurance for losses exceeding\ncertain limits.\nSelf-insurance accruals include an estimate for expected settlements on\npending claims, defense costs, administrative fees, claims adjustment\ncosts and an estimate for claims incurred but not reported. For certain\ntypes of exposures, we develop the estimate of expected ultimate costs\nto settle each claim based on specific information related to each claim if\navailable. Other estimates are based on an assessment of outstanding\nclaims, historical analysis and current payment trends. For claims\nincurred but not reported, the liabilities are calculated and derived in\naccordance with generally accepted actuarial practices or using an\nestimated lag period.\nThe amount of loss may differ materially from these estimates. See \nNote\n7\n of the \u201cNotes to Consolidated Financial Statements\u201d for additional\ninformation regarding loss contingencies and product liability lawsuits.\nProvision for Income Taxes\nWe account for income taxes using the asset and liability method.\nDeferred tax assets and liabilities are measured using enacted tax rates\nin the respective jurisdictions in which we operate. Our income tax\nexpense, deferred income tax assets and liabilities and unrecognized tax\nbenefits reflect management\u2019s assessment of estimated future taxes to\nbe paid on items in the consolidated financial statements.\nThe following table presents information about our tax position at June 30:\n(in millions)\n2023\n2022\nTotal deferred income tax assets (1)\n$\n1,540\n \n$\n1,584 \nValuation allowance for deferred income tax assets (2)\n(421)\n(468)\n Net deferred income tax assets\n1,119\n \n1,116 \nTotal deferred income tax liabilities\n(3,164)\n(3,110)\n Net deferred income tax liability\n$\n(2,045)\n$\n(1,994)\n(1) Total deferred income tax assets included $671 million and $778 million of loss and\ntax credit carryforwards at June 30, 2023 and 2022, respectively.\n(2) The valuation allowance primarily relates to federal, state and international loss\nand credit carryforwards for which the ultimate realization of future benefits is\nuncertain.\nExpiring or unusable loss and credit carryforwards and the required\nvaluation allowances are adjusted quarterly when it is more likely than not\nthat at least a portion of the respective deferred tax assets will not be\nrealized. After applying the valuation allowances, we do not anticipate\nany limitations on our use of any of the other net deferred income tax\nassets described previously.\nTax benefits from uncertain tax positions are recognized when it is more\nlikely than not that the position will be sustained upon examination of the\ntechnical merits of the position, including resolutions of any related\nappeals or litigation. The amount recognized is measured as the largest\namount of tax benefit that is greater than 50 percent likely of being\nrealized upon settlement.\nFor tax benefits that do not qualify for recognition, we recognize a liability\nfor unrecognized tax benefits.\nWe operate in a complex multinational tax environment and are subject\nto tax treaty arrangements and transfer pricing guidelines for\nintercompany transactions that are subject to interpretation. Uncertainty\nin a tax position may arise as tax laws are subject to interpretation.\nTax Effects of Goodwill Impairment Charges\nDuring fiscal 2023 and 2022, we recognized cumulative pre-tax goodwill\nimpairment charges of $1.2 billion and $2.1 billion, respectively, related to\nthe Medical Unit. The net tax benefits related to these charges were\n$82 million and $150 million, respectively.\nWe file income tax returns in the U.S. federal jurisdiction, various U.S.\nstate jurisdictions and various foreign jurisdictions.", + "b8fe96cc-d0cb-439e-b3cd-23f3b174ce90": "The amount recognized is measured as the largest\namount of tax benefit that is greater than 50 percent likely of being\nrealized upon settlement.\nFor tax benefits that do not qualify for recognition, we recognize a liability\nfor unrecognized tax benefits.\nWe operate in a complex multinational tax environment and are subject\nto tax treaty arrangements and transfer pricing guidelines for\nintercompany transactions that are subject to interpretation. Uncertainty\nin a tax position may arise as tax laws are subject to interpretation.\nTax Effects of Goodwill Impairment Charges\nDuring fiscal 2023 and 2022, we recognized cumulative pre-tax goodwill\nimpairment charges of $1.2 billion and $2.1 billion, respectively, related to\nthe Medical Unit. The net tax benefits related to these charges were\n$82 million and $150 million, respectively.\nWe file income tax returns in the U.S. federal jurisdiction, various U.S.\nstate jurisdictions and various foreign jurisdictions. With few exceptions,\nwe are subject to audit by taxing authorities for fiscal years 2015 through\nthe current fiscal year. Tax laws are complex and subject to varying\ninterpretations. During fiscal 2021, we resolved all open issues with\nrespect to the Company\u2019s activity within fiscal years 2008 through 2014\nwith the U.S. Internal Revenue Service (\"IRS\"). This resolution resulted in\nan adjustment to our provision for income taxes, including an impact to\nreserves for later years. New challenges related to future audits may\nadversely affect our effective tax rate or tax payments.\nOur assumptions and estimates around uncertain tax positions require\nsignificant judgment; the actual amount of tax benefit related to uncertain\ntax positions may differ from these estimates. See \nNote 8\n of the \u201cNotes\nto Consolidated Financial Statements\u201d for additional information regarding\nunrecognized tax benefits.\nWe believe that our estimates for the valuation allowances against\ndeferred tax assets and unrecognized tax benefits are appropriate based\non current facts and circumstances. The amount we\nCardinal Health \n|\n Fiscal 2023 Form 10-K\n19", + "43a49e2d-f926-438f-9278-1409655d7669": "MD&A\nCritical Accounting Policies and Sensitive Accounting Estimates\nultimately pay when matters are resolved may differ from the amounts\naccrued. Changes in our current estimates due to unanticipated market\nconditions, tax law changes or other factors could have a material effect\non our ability to utilize deferred tax assets. For a further discussion on\nProvision for Income Taxes, see \nNote 8\n of the \u201cNotes to the Consolidated\nFinancial Statements.\u201d\nThe calculation of our tax liabilities includes estimates for uncertainties in\nthe application of broad and complex changes to the U.S. tax code as\nper the Tax Act as enacted by the United States government on\nDecember 22, 2017. We have made reasonable estimates and recorded\namounts based on management judgment and our current understanding\nof the Tax Act which is subject to further interpretation by the IRS. See\nNote 8\n of the \u201cNotes to Consolidated Financial Statements\u201d for additional\ninformation.\n \n20\nCardinal Health \n| \nFiscal 2023 Form 10-K", + "daae4224-a510-4bb5-a0a5-f8dd7e3e9496": "Explanation and Reconciliation of Non-GAAP Financial Measures\nExplanation and Reconciliation of Non-GAAP Financial Measures\nThis report, including the \"Fiscal 2023 Overview\" section within MD&A, contains financial measures that are not calculated in accordance with GAAP.\nIn addition to analyzing our business based on financial information prepared in accordance with GAAP, we use these non-GAAP financial measures\ninternally to evaluate our performance, engage in financial and operational planning and determine incentive compensation because we believe that these\nmeasures provide additional perspective on and, in some circumstances are more closely correlated to, the performance of our underlying, ongoing\nbusiness. We provide these non-GAAP financial measures to investors as supplemental metrics to assist readers in assessing the effects of items and\nevents on our financial and operating results on a year-over-year basis and in comparing our performance to that of our competitors. However, the non-\nGAAP financial measures that we use may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by\nother companies. The non-GAAP financial measures disclosed by us should not be considered a substitute for, or superior to, financial measures\ncalculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations to those financial statements set\nforth below should be carefully evaluated.\nExclusions from Non-GAAP Financial Measures\nManagement believes it is useful to exclude the following items from the non-GAAP measures presented in this report for its own and for investors\u2019\nassessment of the business for the reasons identified below:\n\u2022\nLIFO charges and credits\n are excluded because the factors that drive last-in first-out (\"LIFO\") inventory charges or credits, such as\npharmaceutical manufacturer price appreciation or deflation and year-end inventory levels (which can be meaningfully influenced by customer\nbuying behavior immediately preceding our fiscal year-end), are largely out of our control and cannot be accurately predicted. The exclusion of\nLIFO charges and credits from non-GAAP metrics facilitates comparison of our current financial results to our historical financial results and to\nour peer group companies\u2019 financial results. We did not recognize any LIFO charges or credits during the periods presented.\n\u2022\nSurgical gown recall costs or income\n includes inventory write-offs and certain remediation and supply disruption costs, net of related insurance\nrecoveries, arising from the January 2020 recall of select Association for the Advancement of Medical Instrumentation (\"AAMI\") Level 3 surgical\ngowns and voluntary field actions (a recall of some packs and a corrective action allowing overlabeling of other packs) for Presource Procedure\nPacks containing affected gowns. Income from surgical gown recall costs represents insurance recoveries of these certain costs. We have\nexcluded these costs from our non-GAAP metrics to allow investors to better understand the underlying operating results of the business and to\nfacilitate comparison of our current financial results to our historical financial results and to our peer group companies\u2019 financial results.\n\u2022\nState opioid assessments related to prior fiscal years\n is the portion of state assessments for prescription opioid medications that were sold or\ndistributed in periods prior to the period in which the expense is incurred. This portion is excluded from non-GAAP financial measures because it\nis retrospectively applied to sales in prior fiscal years and inclusion would obscure analysis of the current fiscal year results of our underlying,\nongoing business. Additionally, while states' laws may require us to make payments on an ongoing basis, the portion of the assessment related\nto sales in prior periods are contemplated to be one-time, nonrecurring items. Income from state opioid assessments related to prior fiscal years\nrepresents reversals of accruals due to changes in estimates or when the underlying assessments were invalidated by a Court or reimbursed by\nmanufacturers.\n\u2022\nShareholder cooperation agreement costs\n includes costs such as legal, consulting and other expenses incurred in relation to the agreement\n(the \"Cooperation Agreement\") entered into among Elliott Associates, L.P., Elliott International, L.P. (together, \"Elliott\") and Cardinal Health,\nincluding costs incurred to negotiate and finalize the Cooperation Agreement and costs incurred by the Business Review Committee of the\nBoard of Directors, which was formed under this Cooperation Agreement. We have excluded these costs from our non-GAAP metrics because\nthey do not occur in or reflect the ordinary course of our ongoing business operations and may obscure analysis of trends and financial\nperformance.", + "90cd7ef2-5bd4-41b5-ab0e-1300a0322ba4": "Income from state opioid assessments related to prior fiscal years\nrepresents reversals of accruals due to changes in estimates or when the underlying assessments were invalidated by a Court or reimbursed by\nmanufacturers.\n\u2022\nShareholder cooperation agreement costs\n includes costs such as legal, consulting and other expenses incurred in relation to the agreement\n(the \"Cooperation Agreement\") entered into among Elliott Associates, L.P., Elliott International, L.P. (together, \"Elliott\") and Cardinal Health,\nincluding costs incurred to negotiate and finalize the Cooperation Agreement and costs incurred by the Business Review Committee of the\nBoard of Directors, which was formed under this Cooperation Agreement. We have excluded these costs from our non-GAAP metrics because\nthey do not occur in or reflect the ordinary course of our ongoing business operations and may obscure analysis of trends and financial\nperformance.\n\u2022\nRestructuring and employee severance costs\n are excluded because they are not part of the ongoing operations of our underlying business and\ninclude, but are not limited to, costs related to divestitures, closing and consolidating facilities, changing the way we manufacture or distribute\nour products, moving manufacturing of a product to another location, changes in production or business process outsourcing or insourcing,\nemployee severance and realigning operations.\n\u2022\nAmortization and other acquisition-related costs\n, which include transaction costs, integration costs and changes in the fair value of contingent\nconsideration obligations, are excluded because they are not part of the ongoing operations of our underlying business and to facilitate\ncomparison of our current financial results to our historical financial results and to our peer group\nCardinal Health \n|\n Fiscal 2023 Form 10-K\n21", + "9c7ed7aa-7ba3-4911-8cf3-665ecc6522fe": "Explanation and Reconciliation of Non-GAAP Financial Measures\ncompanies' financial results. Additionally, costs for amortization of acquisition-related intangible assets are non-cash amounts, which are\nvariable in amount and frequency and are significantly impacted by the timing and size of acquisitions, so their exclusion facilitates comparison\nof historical, current and forecasted financial results. We also exclude other acquisition-related costs, which are directly related to an acquisition\nbut do not meet the criteria to be recognized on the acquired entity\u2019s initial balance sheet as part of the purchase price allocation. These costs\nare also significantly impacted by the timing, complexity and size of acquisitions.\n\u2022\nImpairments and gain or loss on disposal of assets, net\n are excluded because they do not occur in or reflect the ordinary course of our ongoing\nbusiness operations and are inherently unpredictable in timing and amount, and in the case of impairments, are non-cash amounts, so their\nexclusion facilitates comparison of historical, current and forecasted financial results.\n\u2022\nLitigation recoveries or charges, net\n are excluded because they often relate to events that may have occurred in prior or multiple periods, do not\noccur in or reflect the ordinary course of our business and are inherently unpredictable in timing and amount. During fiscal 2022, we incurred a\none-time contingent attorneys' fee of $18 million related to the finalization of the settlement agreement (the \u201cNational Opioid Settlement\nAgreement\u201d) resulting in the settlement of the vast majority of opioid lawsuits filed by state and local governmental entities. Due to the unique\nnature and significance of the National Opioid Settlement Agreement, and the one-time, contingent nature of the fee, this fee was included in\nlitigation recoveries or charges, net. Additionally, during fiscal 2022 our Pharmaceutical segment profit was positively impacted by a $16 million\njudgment for lost profits. This judgment was the result of an ordinary course intellectual property rights claim and, therefore, is not adjusted in\ncalculating the litigation recoveries or charges, net adjustment. During fiscal 2021, we incurred a tax benefit related to a carryback of a net\noperating loss. Some pre-tax amounts, which contributed to this loss, relate to litigation charges. As a result, we allocated substantially all of\nthe tax benefit to litigation charges.\n\u2022\nLoss on early extinguishment of debt\n is excluded because it does not typically occur in the normal course of business and may obscure\nanalysis of trends and financial performance. Additionally, the amount and frequency of this type of charge is not consistent and is significantly\nimpacted by the timing and size of debt extinguishment transactions.\n\u2022\n(Gain)/Loss on sale of equity interest in naviHealth\n was incurred in connection with the sale of our remaining equity interest in naviHealth in\nfiscal 2020. The equity interest was retained in connection with the initial sale of our majority interest in naviHealth during fiscal 2019. We\nexclude this significant gain because gains or losses on investments of this magnitude do not typically occur in the normal course of business\nand are similar in nature to a gain or loss from a divestiture of a majority interest, which we exclude from non-GAAP results. The gain on the\ninitial sale of our majority interest in naviHealth in fiscal 2019 was also excluded from our non-GAAP measures.\nThe tax effect for each of the items listed above is determined using the tax rate and other tax attributes applicable to the item and the jurisdiction(s) in\nwhich the item is recorded. The gross, tax and net impact of each item are presented with our GAAP to non-GAAP reconciliations.\nDefinitions\nGrowth rate calculation\n: growth rates in this report are determined by dividing the difference between current period results and prior period results by\nprior period results.\nNon-GAAP operating earnings\n: operating earnings/(loss) excluding (1) LIFO charges/(credits), (2) surgical gown recall costs/(income), (3) state opioid\nassessment related to prior fiscal years, (4) shareholder cooperation agreement costs, (5) restructuring and employee severance, (6) amortization and\nother acquisition-related costs, (7) impairments and (gain)/loss on disposal of assets, net and (8) litigation (recoveries)/charges, net.", + "7170291a-f43a-4af0-ae61-e70449d3942b": "The tax effect for each of the items listed above is determined using the tax rate and other tax attributes applicable to the item and the jurisdiction(s) in\nwhich the item is recorded. The gross, tax and net impact of each item are presented with our GAAP to non-GAAP reconciliations.\nDefinitions\nGrowth rate calculation\n: growth rates in this report are determined by dividing the difference between current period results and prior period results by\nprior period results.\nNon-GAAP operating earnings\n: operating earnings/(loss) excluding (1) LIFO charges/(credits), (2) surgical gown recall costs/(income), (3) state opioid\nassessment related to prior fiscal years, (4) shareholder cooperation agreement costs, (5) restructuring and employee severance, (6) amortization and\nother acquisition-related costs, (7) impairments and (gain)/loss on disposal of assets, net and (8) litigation (recoveries)/charges, net.\nNon-GAAP earnings before income taxes\n: earnings/(loss) before income taxes excluding (1) LIFO charges/(credits), (2) surgical gown recall\ncosts/(income), (3) state opioid assessment related to prior fiscal years, (4) shareholder cooperation agreement costs, (5) restructuring and employee\nseverance, (6) amortization and other acquisition-related costs, (7) impairments and (gain)/loss on disposal of assets, net, (8) litigation\n(recoveries)/charges, net, (9) loss on early extinguishment of debt and (10) (gain)/loss on sale of equity interest in naviHealth.\nNon-GAAP net earnings attributable to Cardinal Health, Inc.\n: ne\nt earnings/(loss)\n attributable to Cardinal Health, Inc. excluding (1) LIFO\ncharges/(credits), (2) surgical gown recall costs/(income), (3) state opioid assessment related to prior fiscal years, (4) shareholder cooperation\nagreement costs, (5) restructuring and employee severance, (6) amortization and other acquisition-related costs, (7) impairments and (gain)/loss on\ndisposal of assets, net, (8) litigation (recoveries)/charges, net, (9) loss on early extinguishment of debt and (10) (gain)/loss on sale of equity interest in\nnaviHealth, each net of tax.\n \n22\nCardinal Health \n| \nFiscal 2023 Form 10-K", + "3662b653-01a3-4fd1-9807-a18365e1d5bd": "Explanation and Reconciliation of Non-GAAP Financial Measures\nNon-GAAP effective tax rate: \nprovision for/(benefit from) income taxes adjusted for the tax impacts of (1) LIFO charges/(credits), (2) surgical gown\nrecall costs/(income), (3) state opioid assessment related to prior fiscal years, (4) shareholder cooperation agreement costs, (5) restructuring and\nemployee severance, (6) amortization and other acquisition-related costs, (7) impairments and (gain)/loss on disposal of assets, net, (8) litigation\n(recoveries)/charges, net, (9) loss on early extinguishment of debt and (10) (gain)/loss on sale of equity interest in naviHealth divided by (earnings before\nincome taxes adjusted for the ten items above).\nNon-GAAP diluted earnings per share attributable to Cardinal Health, Inc.\n: non-GAAP net earnings attributable to Cardinal Health, Inc. divided by\ndiluted weighted-average shares outstanding.\nCardinal Health \n|\n Fiscal 2023 Form 10-K\n23", + "f02f6669-2fb9-4d35-a7f6-829bc8658378": "Explanation and Reconciliation of Non-GAAP Financial Measures\nGAAP to Non-GAAP Reconciliations\n(in millions, except per common\nshare amounts)\nOperating\nEarnings/(Loss)\nOperating\nEarnings/(Loss)\nGrowth Rate\nEarnings/(Loss)\nBefore Income\nTaxes\nProvision\nfor/(Benefit\nFrom)\nIncome\nTaxes\nNet\nEarnings/(Loss)\nNet\nEarnings/(Loss)\nGrowth Rate\nEffective\nTax Rate\nDiluted\nEPS\nDiluted\nEPS\nGrowth\nRate\nFiscal Year 2023\nGAAP\n$\n727\n \nN.M.\n$\n638\n \n$\n376\n \n$\n261\n \nN.M.\n58.9\n \n%\n$\n1.00\n \nN.M.\nState opioid assessment related to\nprior fiscal years\n(6)\n(6)\n(2)\n(4)\n(0.02)\nShareholder cooperation agreement\ncosts\n8 \n8 \n2 \n6 \n0.02 \nRestructuring and employee\nseverance\n95 \n95 \n21 \n74 \n0.28 \nAmortization and other acquisition-\nrelated costs\n285 \n285 \n74 \n211 \n0.80 \nImpairments and (gain)/loss on\ndisposal of assets, net\n1,250 \n1,250 \n86 \n1,164 \n4.44 \nLitigation (recoveries)/charges, net\n(302)\n(302)\n(109)\n(193)\n(0.73)\nNon-GAAP\n$\n2,057\n \n3\n \n%\n$\n1,968\n \n$\n448\n \n$\n1,519\n \n7\n \n%\n22.8\n \n%\n$\n5.79\n \n14\n \n%\nFiscal Year 2022\nGAAP\n$\n(596)\nN.M.\n$\n(769)\n$\n163 \n$\n(933)\nN.M.\n(21.2)\n%\n$\n(3.35)\nN.M.\nSurgical gown recall costs/(income)\n1 \n1 \n\u2014 \n1 \n\u2014 \nRestructuring and employee\nseverance\n101 \n101 \n26 \n75 \n0.27 \nAmortization and other acquisition-\nrelated costs\n324 \n324 \n84 \n240 \n0.87 \nImpairments and (gain)/loss on\ndisposal of assets, net\n2,050 \n2,050 \n107 \n1,943 \n6.93 \nLitigation (recoveries)/charges, net\n109 \n109 \n21 \n88 \n0.31 \nLoss on early extinguishment of debt\n\u2014 \n10 \n3 \n7 \n0.03 \nLoss on sale of equity interest in\nnaviHealth investment\n\u2014 \n(2)\n\u2014 \n(2)\n\u2014 \nNon-GAAP\n$\n1,990 \n(12)\n%\n$\n1,824 \n$\n404 \n$\n1,419 \n(13)\n%\n22.1 \n%\n$\n5.06 \n(9)\n%\nFiscal Year 2021\nGAAP\n$\n472 \nN.M.\n$\n323 \n$\n(289)\n$\n611 \nN.M.\n(89.7)\n%\n$\n2.08 \nN.M.\nSurgical gown recall costs/(income)\n(28)\n(28)\n(7)\n(21)\n(0.07)\nState opioid assessment related to\nprior fiscal years\n38 \n38 \n9 \n29 \n0.10 \nRestructuring and employee\nseverance\n114 \n114 \n27 \n87 \n0.29 \nAmortization and other acquisition-\nrelated costs\n451 \n451 \n118 \n333 \n1.13 \nImpairments and (gain)/loss on\ndisposal of assets, net\n79 \n79 \n15 \n64 \n0.21 \nLitigation (recoveries)/charges, net\n1,129 \n1,129 \n606 \n523 \n1.78 \nLoss on early extinguishment of debt\n\u2014 \n14 \n3 \n11 \n0.04 \nLoss on sale of equity interest in\nnaviHealth investment\n\u2014 \n2 \n1 \n1 \n0.01 \nNon-GAAP\n$\n2,255 \n(5)\n%\n$\n2,122 \n$\n483 \n$\n1,637 \n2%\n22.8 \n%\n$\n5.57 \n2 \n%\nAttributable to Cardinal Health, Inc.\n \nFor fiscal 2022, GAAP diluted loss per share attributable to Cardinal Health, Inc. and the EPS impact from the GAAP to non-GAAP per share reconciling items are calculated using a\nweighted average of 279 million common shares, which excludes potentially dilutive securities from the denominator due to their anti dilutive effects resulting from our GAAP net\nloss for the period.", + "d58135ad-b077-4027-a708-74b771701430": "For fiscal 2022, GAAP diluted loss per share attributable to Cardinal Health, Inc. and the EPS impact from the GAAP to non-GAAP per share reconciling items are calculated using a\nweighted average of 279 million common shares, which excludes potentially dilutive securities from the denominator due to their anti dilutive effects resulting from our GAAP net\nloss for the period. Fiscal 2022 non-GAAP diluted EPS is calculated using a weighted average of 280 million common shares, which includes potentially dilutive shares.\nImpairments and (gain)/loss on disposals of assets, net includes pre-tax goodwill impairment charges of $1.2 billion and $2.1 billion, related to the Medical segment recorded during\nfiscal 2023 and 2022, respectively. For fiscal 2023 and 2022, the net tax benefits related to these charges were $82 million and $150 million, respectively, and were included in\nthe annual effective tax rate.\nLitigation (recoveries)/charges, net includes a one-time contingent attorneys' fee of $18 million recorded during fiscal 2022 related to the finalization of the National Opioid Settlement\nAgreement resulting in the settlement of the vast majority of opioid lawsuits filed by state and local governmental entities. Due to the unique nature and significance of the National\nOpioid Settlement Agreement, and the one-time, contingent nature of the fee, this fee was included in litigation (recoveries)/charges, net.\nLitigation (recoveries)/charges, net for fiscal 2022 does not include a $16 million judgement for lost profits related to an ordinary course intellectual property claim, which positively\nimpacted Pharmaceutical segment profit.\nLitigation (recoveries)/charges, net includes pre-tax charges of $1.17 billion recorded in fiscal 2021, related to the opioid litigation. The net tax benefit associated with the opioid\nlitigation charges was $228 million.\nLitigation (recoveries)/charges, net, includes a tax benefit recorded during fiscal 2021 related to a net operating loss carryback. Our wholly-owned insurance subsidiary recorded\na self-insurance pre-tax loss in its fiscal 2020 statutory financial statements primarily related to opioid litigation. This self-insurance pre-tax loss, which did not\n1\n1\n1,2\n1\n3\n3\n4,5\n6,7\n1 \n2\n3 \n4 \n5 \n6 \n7 \n \n24\nCardinal Health \n| \nFiscal 2023 Form 10-K", + "148f62ff-83e6-43a2-913a-140ad856686b": "Explanation and Reconciliation of Non-GAAP Financial Measures\nimpact our pre-tax consolidated results, was deducted on our fiscal 2020 consolidated federal income tax return and contributed to a significant net operating loss for tax\npurposes. The net operating loss was carried back and adjusted our taxable income for fiscal 2015, 2016, 2017 and 2018 as permitted under the Coronavirus Aid, Relief and\nEconomic Security (\u201cCARES\u201d) Act. The total benefit from the net operating loss carryback was $424 million; however, for purposes of Non-GAAP financial measures, we\nallocated $389 million of the benefit to litigation (recoveries)/charges, net, which is excluded from non-GAAP measures, based on the relative amount of the self-insurance pre-\ntax loss related to opioid litigation claims versus separate tax adjustments. The tax benefit allocated to the separate tax adjustments of $35 million was included in non-GAAP\nmeasures.\nThe sum of the components and certain computations may reflect rounding adjustments.\nWe apply varying tax rates depending on the item's nature and tax jurisdiction where it is incurred.\nCardinal Health \n|\n Fiscal 2023 Form 10-K\n25", + "f9232560-06be-4750-97ae-5a3620c48ae1": "Disclosures about Market Risk\nQuantitative and Qualitative Disclosures About Market Risk\nWe are exposed to cash flow and earnings fluctuations as a result of certain market risks. These market risks primarily relate to foreign exchange,\ninterest rate and commodity price-related changes. We maintain a hedging program to manage volatility related to some of these market exposures\nwhich employs operational, economic and derivative financial instruments in order to mitigate risk. See \nNote 1\n and \nNote 10\n of the \u201cNotes to Consolidated\nFinancial Statements\u201d for further discussion regarding our use of derivative instruments.\nForeign Exchange Rate Sensitivity\nBy the nature of our global operations, we are exposed to cash flow and\nearnings fluctuations resulting from foreign exchange rate variation. These\nexposures are transactional and translational in nature. The following\nforeign currencies represent the principal drivers of our foreign exchange\nexposure: Canadian dollar, euro, Thai baht, Mexican peso, Chinese\nrenminbi, Australian dollar, British pound, Japanese yen, Philippine peso,\nSwiss franc and Indian rupee.\nWe apply a Value-At-Risk (\"VAR\") methodology to our transactional and\ntranslational exposures. The VAR model is a risk estimation tool and is\nnot intended to represent actual losses in fair value that could be\nincurred.\nTransactional Exposure\nTransactional exposure arises from the purchase and sale of goods and\nservices in currencies other than our functional currency or the functional\ncurrency of our subsidiaries. At the end\nof each fiscal year, we perform sensitivity analyses on our forecasted\ntransactional exposure for the upcoming fiscal year. These analyses\ninclude the estimated impact of our hedging program, which is designed\nto mitigate transactional exposure. Applying a VAR methodology to our\ntransactional exposure and including the impact of our hedging program,\nthe potential maximum loss in earnings for the upcoming fiscal year is\nestimated to be $10 million, which is based on a one-year horizon and a\n95 percent confidence level.\nTranslational Exposure\nWe have exposure related to the translation of financial statements of our\nforeign operations into U.S. dollars, our functional currency. Applying a\nVAR methodology to our translational exposure, the potential maximum\nloss in earnings for the upcoming fiscal year is estimated to be $5\nmillion, which is based on a one-year horizon and a 95 percent\nconfidence level.\nInterest Rate Sensitivity\nWe are exposed to changes in interest rates primarily as a result of our\nborrowing and investing activities to maintain liquidity and fund\noperations. The nature and amount of our long-term and short-term debt\ncan be expected to fluctuate as a result of business requirements,\nmarket conditions and other factors. Our policy is to manage exposures\nto interest rates using a mix of fixed and floating rate debt as deemed\nappropriate by management. We utilize interest rate swap instruments to\nmitigate our exposure to interest rate movements.\nAs part of our risk management program related to our debt, we perform\nan annual sensitivity analysis on our forecasted exposure to interest\nrates for the upcoming fiscal year. At June 30, 2023, a hypothetical\nincrease or decrease of 50 basis points in interest rates would result in\nan increase or decrease in interest expense of $6 million, respectively.\nWe are also exposed to market risk from changes in interest rates\nrelated to our cash and cash equivalents, which includes marketable\nsecurities that are carried at fair value in the consolidated balance\nsheets. The fair value of our cash and cash equivalents is subject to\nchange primarily as a result of changes in market interest rates and\ninvestment risk related to the issuers' credit worthiness. At June 30,\n2023, a hypothetical increase or decrease of 50 basis points in interest\nrates would result in an increase or decrease in interest income of $12\nmillion, respectively.\n \n26\nCardinal Health \n| \nFiscal 2023 Form 10-K", + "15463fc4-ea5d-4ed5-b04c-9b1bff589ee1": "Disclosures about Market Risk\nCommodity Price Sensitivity\nWe are directly exposed to market price changes for certain\ncommodities, including oil-based resins, nitrile, cotton, diesel fuel and\nlatex. We typically purchase raw materials at either market prices or\nprices tied to a commodity index and some finished goods at prices\nbased in part on a commodity price index. During fiscal 2023, the prices\nof certain commodities continued to experience fluctuation due to\ninflationary impacts.\nAs part of our risk management program, we perform sensitivity analysis\non our forecasted direct commodity exposure for the upcoming fiscal\nyear. Our forecasted direct commodity exposure at June 30, 2023\nincreased approximately $40 million from June 30,\n2022. There were no outstanding commodity contracts in our hedging\nprogram at June 30, 2023.\nOur forecasted direct commodity exposures for the upcoming fiscal year\nis $540 million. The potential gain/loss given a hypothetical 10 percent\nfluctuation in commodity prices, assuming pricing collectively shifts in the\nsame direction and we are unable to change customer pricing in\nresponse to those shifts or otherwise offset, for the upcoming fiscal year\nis $54 million at June 30, 2023.\nCardinal Health \n|\n Fiscal 2023 Form 10-K\n27", + "90fb37c7-312f-4280-ba77-f4a94be90017": "Business\nBusiness\nGeneral\nCardinal Health, Inc. is a global healthcare services and products company providing customized solutions for hospitals, healthcare systems,\npharmacies, ambulatory surgery centers, clinical laboratories, physician offices and patients in the home. We provide medical products and\npharmaceuticals and cost-effective solutions that enhance supply chain efficiency.\nPharmaceutical Segment\nIn the United States, our Pharmaceutical segment:\n\u2022\nthrough its Pharmaceutical Distribution division, distributes branded\nand generic pharmaceutical and over-the-counter healthcare and\nconsumer products to retailers (including chain and independent drug\nstores and pharmacy departments of supermarkets and mass\nmerchandisers), hospitals and other healthcare providers. This division:\n\u25aa\nmaintains prime vendor relationships that streamline the purchasing\nprocess resulting in greater efficiency and lower costs for our retail,\nhospital and other healthcare provider customers;\n\u25aa\nprovides services to pharmaceutical manufacturers, including\ndistribution, inventory management, data reporting, new product\nlaunch support and chargeback administration;\n\u25aa\ndistributes specialty pharmaceutical products to hospitals and other\nhealthcare providers and provides consulting, patient support and\nother services for specialty pharmaceutical products to\npharmaceutical manufacturers and healthcare providers;\n\u2022\nprovides pharmacy management services to hospitals and operates a\nlimited number of pharmacies, including in community health\ncenters; and\n\u2022\nrepackages generic pharmaceuticals and over-the-counter healthcare\nproducts;\n\u2022\nthrough its Nuclear and Precision Health Solutions division, operates\nnuclear pharmacies and manufacturing facilities, which manufacture,\nprepare and deliver radiopharmaceuticals for use in nuclear imaging and\nother procedures in hospitals and physician offices. This division also\ncontract manufactures a radiopharmaceutical treatment (Xofigo) and\nholds the North American rights to manufacture and distribute\nLymphoseek, a radiopharmaceutical diagnostic imaging agent.\nSee \nNote 13\n of the \u201cNotes to Consolidated Financial Statements\u201d for\nPharmaceutical segment revenue, profit and assets for fiscal 2023, 2022\nand 2021.\nPharmaceutical and Specialty Pharmaceutical\nDistribution and Services\nOur Pharmaceutical Distribution division\u2019s gross margin includes margin\nfrom our generic pharmaceutical program, from distribution services\nagreements with branded pharmaceutical manufacturers, including\nmanufacturers of Specialty pharmaceutical products, and from over-the-\ncounter healthcare and consumer products. It also includes manufacturer\ncash discounts.\nMargin from our generic pharmaceutical program includes price\ndiscounts, rebates and service fees from manufacturers and may in\nlimited instances include price appreciation. Our earnings on generic\npharmaceuticals are generally highest during the period immediately\nfollowing the initial launch of a product, because generic pharmaceutical\nselling prices are generally highest during that period and tend to decline\nover time.\nMargin from distribution services agreements with branded\npharmaceutical manufacturers is derived from compensation we receive\nfor providing a range of distribution and related services to manufacturers.\nOur compensation typically is a percentage of the wholesale acquisition\ncost that is set by manufacturers. In addition, under a limited number of\nagreements, branded pharmaceutical price appreciation, which is\ndetermined by the manufacturers, also serves as part of our\ncompensation.\nSpecialty pharmaceutical products include oncology, rheumatology,\nurology, nephrology and other pharmaceutical products. Through our\nSpecialty division, we also distribute human-derived plasma products to\nhospitals, dialysis clinics, physician offices and other healthcare\nproviders. Our use of the term \u201cspecialty pharmaceutical products\u201d may\nnot be comparable to the terminology used by other industry participants.\nWe also provide consulting, patient support, logistics, group purchasing\nand other services to pharmaceutical manufacturers and healthcare\nproviders.\nSourcing Venture with CVS Health Corporation\nRed Oak Sourcing, LLC (\"Red Oak Sourcing\"), a U.S.-based generic\npharmaceutical sourcing venture with CVS Health negotiates generic\npharmaceutical supply contracts on behalf of both companies. The term\nof Red Oak Sourcing extends through June 2029.\n \n28\nCardinal Health \n| \nFiscal 2023 Form 10-K", + "fbb1422d-d245-4363-872a-fbe2dc312143": "Business\nMedical Segment\nOur Medical segment manufactures and sources Cardinal Health branded\ngeneral and specialty medical, surgical and laboratory products and\ndevices. These products include exam and surgical gloves; needle,\nsyringe and sharps disposal; compression; incontinence; nutritional\ndelivery; wound care; single-use surgical drapes, gowns and apparel; fluid\nsuction and collection systems; urology; operating room supply; and\nelectrode product lines. Our Cardinal Health Brand products are sold\ndirectly or through third-party distributors in the United States, Canada,\nEurope, Asia and other markets. These products are generally higher-\nmargin products.\nThe Medical segment also distributes a broad range of medical, surgical\nand laboratory products known as national brand products and provides\nsupply chain services and solutions to hospitals, ambulatory surgery\ncenters, clinical laboratories and other\nhealthcare providers in the United States and Canada and this segment\nalso assembles and sells sterile and non-sterile procedure kits.\nThrough Cardinal Health at-Home Solutions, this segment also distributes\nmedical products to patients' homes in the United States.\nThe Medical segment, through its Wavemark division, also provides an\nautomated technology platform for inventory management.\nThe Medical segment, through its OptiFreight Logistics division, supports\nthe shipping and logistic needs of healthcare providers by optimizing\ndirect shipments through integrated technology solutions.\nAcquisitions and Divestitures\nAcquisitions\nWe have acquired a number of businesses over the years that have\nenhanced the strategic areas of Cardinal Health Brand medical products,\ngeneric pharmaceutical distribution and services and specialty\npharmaceutical products and services. We expect to continue to pursue\nadditional acquisitions in the future. During the last five fiscal years, we\nhave completed small acquisitions.\nDivestitures\nOver the past five fiscal years, we have also completed several\ndivestitures.\nIn June 2023, we signed a definitive agreement to contribute our\nOutcomes\u2122 business to Transaction Data Systems (TDS), a portfolio\ncompany of BlackRock Long Term Private Capital and GTCR, in\nexchange for a minority stake in the combined entity. The transaction\nclosed in July 2023.\nIn August 2021, we completed the divestiture of the Cordis business to\nHellman & Freidman (\"H&F\") for net proceeds of $923 million in cash. We\nhave retained certain working capital accounts and product liability for\nlawsuits related to IVC filters in the U.S. and Canada, as described in\nNote 7\n of the \"Notes to the Consolidated Financial Statements.\" We\nacquired the Cordis business from Johnson & Johnson for $1.9 billion in\nOctober 2015. This divestiture also included Access Closure, Inc., a\nmanufacturer and distributor of extravascular closure devices, that we\nacquired for approximately $320 million in May 2014.\nIn August 2018, we completed the sale of our equity interest in\nnaviHealth, Inc. to investor entities controlled by Clayton, Dubilier & Rice,\nLLC for proceeds of $737 million (after adjusting for certain fees and\nexpenses) and a noncontrolling equity interest in a partnership that\nowned naviHealth. In May 2020, we sold the remainder of our equity\ninterest in naviHealth.\nWe had acquired our equity interest in naviHealth through a series of\ntransactions beginning in fiscal 2016, when we acquired a majority equity\ninterest.\nCardinal Health \n|\n Fiscal 2023 Form 10-K\n29", + "2efee28d-98de-49c7-ab3b-d211bfcc7b47": "Business\nCustomers\nOur largest customers, CVS Health and OptumRx, accounted for 25\npercent and 16 percent of our fiscal 2023 revenue, respectively. In the\naggregate, our five largest customers, including CVS Health and\nOptumRx, accounted for 51 percent of our fiscal 2023 revenue.\nWe have agreements with group purchasing organizations (\u201cGPOs\u201d) that\nact as agents to negotiate vendor contracts on\nbehalf of their members. Our two largest GPO relationships in terms of\nrevenue are with Vizient, Inc. and Premier, Inc. Sales to members of\nthese two GPOs, under numerous contracts across our businesses,\ncollectively accounted for 16 percent of our revenue in fiscal 2023.\nSuppliers\nWe rely on many different suppliers. Products obtained from our five largest suppliers accounted for an aggregate of 39 percent of our revenue during\nfiscal 2023, and our largest supplier\u2019s products accounted for approximately 10 percent of revenue.\nCompetition\nWe operate in a highly competitive environment in the distribution of\npharmaceuticals and consumer healthcare products. We also operate in\na highly competitive environment in the manufacturing and distribution of\nmedical devices and surgical products. We compete on many levels,\nincluding price, service offerings, support services, customer service,\nbreadth of product lines and product quality and efficacy.\nIn the Pharmaceutical segment, we compete with wholesale distributors\nwith national reach, including McKesson Corporation and\nAmerisourceBergen Corporation, regional wholesale distributors, self-\nwarehousing chains, specialty distributors, third-party logistics\ncompanies, companies that provide specialty pharmaceutical services\nand nuclear pharmacies, among others.\nIn addition, the Pharmaceutical segment has experienced competition\nfrom a number of organizations offering generic pharmaceuticals,\nincluding telemarketers. We also compete with manufacturers that\ndistribute their products directly to customers.\nIn the Medical segment, we compete with many diversified healthcare\ncompanies and national medical product distributors, such as Medline\nIndustries, Inc., Owens & Minor, Inc. and Becton, Dickinson and\nCompany, as well as regional medical product distributors and\ncompanies that are focused on specific product categories. We also\ncompete with companies that distribute medical products to patients'\nhomes and third-party logistics companies.\nHuman Capital Management\nEmployees\nThrough our employees, we improve the lives of people every day by\nsolving complex healthcare problems. As of June 30, 2023, we had\napproximately 48,000 employees globally, of which approximately:\n\u2022\n17,500 are based outside the United States;\n\u2022\n98% are full time employees,\n\u2022\n30,900 worked in our distribution centers, manufacturing facilities\nand pharmacies,\n\u2022\n16,900 worked in other functions, including finance, information\ntechnology, human resources and sales; and\n\u2022\n11% of whom are covered by collective bargaining agreements or\nsimilar representation. The majority of these employees are\nbased outside the United States.\nAdditionally, we have engaged global professional services firms to\nperform certain business processes on our behalf, including within\nfinance, information technology and human resources.\nBoard Oversight\nOur Board of Directors assesses and monitors our corporate culture and\nhow it enables our business strategies. To inform the Board about human\ncapital and cultural health, we have developed and annually share with\nthe Board a culture scorecard.\nAdditionally, the Human Resources and Compensation Committee of the\nBoard of Directors (the \u201cHRCC\u201d) is tasked with,\n \namong other things,\noverseeing and advising the Board about human capital management\nstrategies and policies, including with respect to attracting, developing,\nretaining and motivating management and employees; workplace\ndiversity, equity and inclusion initiatives and progress; employee\nrelations; and workplace safety and culture. The HRCC is also\nresponsible for overseeing the management succession process.\nCulture & Talent Focus\nCulture\nCardinal Health\u2019s culture is rooted in our values and behaviors and aligned\nto the company\u2019s strategic framework. Providing a positive work\nenvironment supports our ability to attract, retain and develop\n \n30\nCardinal Health \n| \nFiscal 2023 Form 10-K", + "420791d1-e94c-4af6-8e07-3ee4a1177dc8": "Business\nour employees and enables business performance. We reinforce, monitor\nand assess our culture through a variety of programs and processes\nwhich include performance management, talent/succession planning, as\nwell as employee engagement surveys and other listening strategies.\nTalent Management and Learning\nCardinal Health\u2019s talent management strategy is a segmented, multi-\npronged approach to build capabilities, skills and competencies of\nleaders and employees throughout the enterprise ensuring employees\ncapabilities connect to business needs and outcomes. This segmented\napproach includes broad based employee skill development and learning\nand manager development.\nWe monitor our turnover data on a monthly and rolling 12-month basis\nand benchmark against Bureau of Labor and Statistics and competitor\ndata. Although turnover levels vary by site and region, we primarily look at\nthe connection between key operational metrics and employee turnover.\nCompensation and Benefits\nOur colleagues are essential to our success and we strive to offer\ncomprehensive and competitive wages and benefits. The benefits we offer\ninclude annual bonuses and stock awards for eligible employees, 401(k)\nplans, health care and insurance benefits, paid time off, flexible work\nschedules, family leave, dependent care resources, employee assistance\nprograms and many others.\nEmployee Feedback\nCardinal Health solicits feedback from employees through various\nmechanisms, including our biennial full employee engagement survey,\nwhich provides insight into the employee experience. The results of this\nsurvey are reviewed with the Board of Directors and at all levels\nthroughout the organization.\nDiversity, Equity & Inclusion\nAt Cardinal Health, we are focused on building a diverse workforce and an\ninclusive workplace that values the unique perspectives and contributions\nof all of our employees.\nOur work is sponsored by our senior executives, led by our Diversity,\nEquity and Inclusion (\"DE&I\") team, including our Chief Diversity Officer\nand HR organization, with input from our DE&I Steering Council, Black\nand African American Racial Equity Cabinet and our Employee Resource\nGroups (\"ERGs\").\nAdditionally, our seven ERGs include groups focused on various racial\nand ethnic groups, members of the LGBTQ community, employees with\ndisabilities, veterans and women and are designed to promote a culture of\ndiversity, equity and inclusion.\nWe also monitor pay equity. We define pay equity as equal pay for\npeople of all gender identities and ethnicities who are performing\nsubstantially similar work. We have a pay equity committee, which\nguides the ongoing analysis and benchmarking, in regular consultation\nwith an independent third-party, to review and help inform our salary and\ncompensation practices. Some of the things we consider include job-\nrelated skills, tenure, experience and education level, performance rating\nand geography.\nAs of the end of fiscal year 2023, 53% of our Board of Directors were\nwomen and 23% were ethnically diverse. 36% of our executive team\n(made up of the CEO, his direct reports and business presidents) were\nwomen and 18% were ethnically diverse. Approximately 50% of our total\nemployee population were women and 50% of U.S. based employees\nwere ethnically diverse.\nWorker Health & Safety\nThe health, safety and security of our employees and contractors is a\npriority for us. We employ systems designed to continually monitor our\nfacilities and work environment to promote worker safety and identify and\nprevent or mitigate any potential risks. This includes procedures and\nequipment for security. We routinely assess facilities to closely monitor\nadherence to established security and safety standards. Our workers\nreceive specialized training related to their role, work setting and\nequipment used in their work environment. As our processes evolve, we\nupdate relevant safety training modules, which may include new training\nprograms.\nFor more information on our approach to human capital management,\nplease refer to our annual Environmental, Social & Governance Report,\nwhich is available on our website.\nIntellectual Property\nWe rely on a combination of trade secret, patent, copyright and\ntrademark laws, nondisclosure and other contractual provisions and\ntechnical measures to protect our products, services and intangible\nassets. We hold patents, and continue to pursue patent protection\nthroughout the world, relating to the manufacture, operation and use of\nvarious medical and surgical products, to certain distribution and logistics\nsystems, to the production and distribution of our nuclear pharmacy\nproducts and to other service offerings. We also operate under licenses\nfor certain proprietary technologies, and in certain instances we license\nour technologies to third parties.", + "52a4189d-2dc6-4a1e-a297-a2bf42fd8e4e": "As our processes evolve, we\nupdate relevant safety training modules, which may include new training\nprograms.\nFor more information on our approach to human capital management,\nplease refer to our annual Environmental, Social & Governance Report,\nwhich is available on our website.\nIntellectual Property\nWe rely on a combination of trade secret, patent, copyright and\ntrademark laws, nondisclosure and other contractual provisions and\ntechnical measures to protect our products, services and intangible\nassets. We hold patents, and continue to pursue patent protection\nthroughout the world, relating to the manufacture, operation and use of\nvarious medical and surgical products, to certain distribution and logistics\nsystems, to the production and distribution of our nuclear pharmacy\nproducts and to other service offerings. We also operate under licenses\nfor certain proprietary technologies, and in certain instances we license\nour technologies to third parties.\nWe believe that we have taken all necessary steps to protect our\nproprietary rights, but no assurance can be given that we will be able to\nsuccessfully enforce or protect our rights in the event that they are\ninfringed upon by a third party. While all of these proprietary rights are\nimportant to our operations, we do not consider any particular patent,\ntrademark, license, franchise or concession to be material to our overall\nbusiness.\nCardinal Health \n|\n Fiscal 2023 Form 10-K\n31", + "3c5853d5-ff42-4a2f-b14b-c284e53f9e80": "Business\nRegulatory Matters\nOur business is highly regulated in the United States, at both the federal\nand state level, and in foreign countries. Depending upon the specific\nbusiness, we may be subject to regulation by government entities\nincluding:\n\u2022\nthe U.S. Drug Enforcement Administration (the \u201cDEA\u201d);\n\u2022\ncertain agencies within the U.S. Department of Health and Human\nServices, including the U.S. Food and Drug Administration (the \u201cFDA\u201d),\nthe Centers for Medicare and Medicaid Services, the Office of Inspector\nGeneral and the Office for Civil Rights;\n\u2022\nstate and local health departments, insurance departments, Medicaid\ndepartments or other comparable state agencies;\n\u2022\nstate and local boards of pharmacy and other controlled substance\nauthorities;\n\u2022\nthe U.S. Nuclear Regulatory Commission (the \u201cNRC\u201d);\n\u2022\nthe U.S. Environmental Protection Agency;\n\u2022\nthe U.S. Federal Trade Commission (the \"FTC\");\n\u2022\nU.S. Customs and Border Protection; and\n\u2022\nagencies comparable to those listed above in markets outside the\nUnited States.\nThese regulatory agencies have a variety of civil, administrative and\ncriminal sanctions at their disposal for failure to comply with applicable\nlegal or regulatory requirements. They can suspend our ability to\nmanufacture and distribute products, restrict our ability to import\nproducts, require us to initiate product recalls, seize products or impose\ncriminal, civil and administrative sanctions.\nDistribution\nState Boards of Pharmacy, FDA, DEA and various other state authorities\nregulate the marketing, purchase, storage and distribution of\npharmaceutical and medical products under various federal and state\nstatutes including the federal Prescription Drug Marketing Act of 1987,\nDrug Quality and Security Act of 2013 (the \u201cDQSA\u201d) and Controlled\nSubstances Act (the \"CSA\"). The CSA governs the sale, packaging,\nstorage and distribution of controlled substances. Wholesale distributors\nof controlled substances must hold valid DEA registrations and state-level\nlicenses, meet various security and operating standards including\neffective anti-diversion programs and comply with the CSA. They must\nalso comply with state requirements relating to controlled substances\nthat differ from state to state.\nThe National Opioid Settlement Agreement, as described in \nNote 7\n of the\n\"Notes to Consolidated Financial Statements\" includes injunctive relief\nterms related to settling distributors' controlled substance anti-diversion\nprograms, including with respect to: (1) governance; (2) independence\nand training of the personnel operating our controlled substances\nmonitoring program; (3) due diligence for new and existing customers; (4)\nordering limits for certain products; and (5) suspicious order monitoring. A\nmonitor will oversee compliance with these provisions for a period of five\nyears. In addition, the settling distributors will engage a third-party\nvendor to act as a clearinghouse for data aggregation and reporting and\nwill fund the clearinghouse for ten years. See \nNote 7\n of the \"Notes to\nConsolidated Financial Statements\" for more information about the\nNational Opioid Settlement Agreement and other opioid-related matters.\nManufacturing, Sourcing and Marketing\nWe sell our manufactured products in the United States, Canada,\nEurope, Asia, Latin America and other markets. The FDA and other\ngovernmental agencies in the United States, as well as foreign\ngovernmental agencies, administer requirements that cover the design,\ntesting, safety, effectiveness, manufacturing (including good\nmanufacturing practices), quality systems, labeling, promotion and\nadvertising (including restrictions on promoting or advertising a product\nother than for the product's cleared or approved uses), distribution,\nimportation and post-market surveillance for most of our manufactured\nproducts. We are also subject to these requirements when we source\ncertain Medical segment products from third-party manufacturers.\nWe need specific approval or clearance from, and registrations with,\nregulatory authorities before we can market and sell some products in the\nUnited States and certain other countries, including countries in the\nEuropean Union (\"EU\").\nIn the United States, authorization to commercially market a medical\ndevice is generally received in one of two ways. The first, known as pre-\nmarket notification or the 510(k) process, requires us to demonstrate that\na medical device is substantially equivalent to a legally marketed medical\ndevice. The second more rigorous process, known as pre-market approval\n(\u201cPMA\u201d), requires us to independently demonstrate that a medical device\nis safe and effective. Many of our Medical segment branded products are\ncleared through the 510(k) process and certain products must be\napproved through the PMA process.", + "512e8aba-80e8-4eac-a3f9-ebe1bdf46b88": "We are also subject to these requirements when we source\ncertain Medical segment products from third-party manufacturers.\nWe need specific approval or clearance from, and registrations with,\nregulatory authorities before we can market and sell some products in the\nUnited States and certain other countries, including countries in the\nEuropean Union (\"EU\").\nIn the United States, authorization to commercially market a medical\ndevice is generally received in one of two ways. The first, known as pre-\nmarket notification or the 510(k) process, requires us to demonstrate that\na medical device is substantially equivalent to a legally marketed medical\ndevice. The second more rigorous process, known as pre-market approval\n(\u201cPMA\u201d), requires us to independently demonstrate that a medical device\nis safe and effective. Many of our Medical segment branded products are\ncleared through the 510(k) process and certain products must be\napproved through the PMA process.\nIn the EU, we are required to obtain CE Mark Certification in order to\nmarket medical devices. In 2017, EU regulatory bodies finalized a new\nMedical Device Regulation (\"MDR\") became effective in May 2021. Under\nthe MDR, medical devices marketed in the EU require significant pre-\nmarket and post-market requirements.\nIt can be costly and time-consuming to obtain regulatory approvals,\nclearances and registrations of medical devices, and they might not be\ngranted on a timely basis, if at all. Even after we obtain approval or\nclearance to market a product or obtain product registrations, the product\nand our manufacturing processes are subject to continued regulatory\noversight, including periodic inspection of manufacturing facilities by FDA\nand other regulatory authorities both in the United States and\ninternationally.\nFrom time to time, we may determine that products we manufacture or\nmarket do not meet our specifications, regulatory requirements or\npublished standards. When we or a regulatory agency identify a quality or\nregulatory issue, we investigate and take appropriate corrective action,\nwhich may include recalling the\n \n32\nCardinal Health \n| \nFiscal 2023 Form 10-K", + "b49f8c2e-f69d-44ef-bd6b-5a77c16baf9d": "Business\nproduct, correcting the product at the customer location, revising product\nlabeling and notifying customers.\nAny adverse regulatory action, depending on its magnitude, may limit our\nability to effectively manufacture, source, market and sell our products,\nlimit our ability to obtain future premarket approvals or result in a\nsubstantial modification to our business practices and operations. For\nadditional information, please see our Risk Factor entitled\n \"Our business\nis subject to rigorous quality regulatory and licensing requirements.\"\nPrivacy and Data Protection\nWe are subject to various and evolving privacy laws and regulations in\nmany jurisdictions. Because we collect, handle and maintain patient-\nidentifiable health information, we are subject to laws that require\nspecified privacy and security measures and that regulate the use and\ndisclosure of such information, including the U.S. Health Insurance\nPortability and Accountability Act of 1996 (\"HIPAA\"), as augmented by\nthe Health Information Technology for Economic and Clinical Health Act\nas well as state laws, in the United States.\nWe also collect, handle and maintain other personal and financial\ninformation. Within the U.S., these activities are regulated by certain\nfederal and state laws. Certain states have recently enacted privacy laws\nthat grant specified rights to consumers over the use of their personal\ninformation, including increased transparency. Other states are\nconsidering adopting similar or different comprehensive privacy laws and\na comprehensive federal privacy bill has been proposed in the U.S. House\nof Representatives. Internationally, we are also subject to privacy and\ndata protection laws that require significant compliance efforts, including\nthe EU's General Data Protection Regulation (GDPR), Canada's Personal\nInformation Protection and Electronic Documents Act, Japan's Act on the\nProtection of Personal Information and China's Personal Information\nProtection Law, among many others.\nNuclear Pharmacies and Related Businesses\nOur nuclear pharmacies and radiopharmaceutical manufacturing facilities\n(including for Xofigo) require licenses or permits and must abide by\nregulations issued by the NRC, applicable state boards of pharmacy and\nthe radiologic health agency or department of health of each state in\nwhich we operate, including pharmacy sterile compounding standards\nand practices. In addition, our radiopharmaceutical manufacturing\nfacilities also must comply with FDA regulations, including good\nmanufacturing practices.\nProduct Tracing and Supply Chain Integrity\nTitle II of the DQSA, known as the Drug Supply Chain Security Act or\n\"Track and Trace,\" establishes a phased-in national system for tracing\npharmaceutical products through the pharmaceutical distribution supply\nchain to detect, prevent and rapidly respond to the introduction of drugs\nthat may be counterfeit, diverted, stolen, adulterated, subject of a\nfraudulent transaction or otherwise unfit for distribution. The first phase of\nimplementation began in 2015, and upon full implementation, which is\nplanned for late 2023, we and other supply chain stakeholders will\nparticipate in an\nelectronic, interoperable, prescription drug tracing system. In addition,\nthe FDA also has issued regulations requiring most medical device\nlabeling to bear a unique device identifier. The MDR, described above,\nalso introduces a new unique device identifier requirement.\nGovernment Healthcare Programs\nWe are subject to U.S. federal healthcare fraud and abuse laws. These\nlaws generally prohibit persons from soliciting, offering, receiving or\npaying any compensation in order to induce someone to order,\nrecommend or purchase products or services that are in any way paid for\nby Medicare, Medicaid or other federally-funded healthcare programs.\nThey also prohibit submitting any fraudulent claim for payment by the\nfederal government. There are similar state healthcare fraud and abuse\nlaws that apply to Medicaid and other state-funded healthcare programs.\nViolations of these laws may result in criminal or civil penalties, as well\nas breach of contract claims and qui tam actions (false claims cases\ninitiated by private parties purporting to act on behalf of federal or state\ngovernments).\nSome businesses within each of our segments are Medicare-certified\nsuppliers or participate in other federal and state healthcare programs,\nsuch as state Medicaid programs and the federal 340B drug pricing\nprogram. These businesses are subject to accreditation and quality\nstandards and other rules and regulations, including applicable reporting,\nbilling, payment and record-keeping requirements. Other businesses\nwithin each segment manufacture pharmaceutical or medical products or\nrepackage pharmaceuticals that are purchased or reimbursed through, or\nare otherwise governed by, federal or state healthcare programs. Failure\nto comply with applicable eligibility requirements, standards and\nregulations could result in civil or criminal sanctions, including the loss of\nour ability to participate in Medicare, Medicaid and other federal and state\nhealthcare programs.", + "ab999426-7bcb-4fd7-9bce-f54041c62274": "Some businesses within each of our segments are Medicare-certified\nsuppliers or participate in other federal and state healthcare programs,\nsuch as state Medicaid programs and the federal 340B drug pricing\nprogram. These businesses are subject to accreditation and quality\nstandards and other rules and regulations, including applicable reporting,\nbilling, payment and record-keeping requirements. Other businesses\nwithin each segment manufacture pharmaceutical or medical products or\nrepackage pharmaceuticals that are purchased or reimbursed through, or\nare otherwise governed by, federal or state healthcare programs. Failure\nto comply with applicable eligibility requirements, standards and\nregulations could result in civil or criminal sanctions, including the loss of\nour ability to participate in Medicare, Medicaid and other federal and state\nhealthcare programs. For example, during fiscal year 2022, we agreed to\npay approximately $13 million to the Department of Justice and our\nSpecialty Pharmaceutical Distribution business entered into a Corporate\nIntegrity Agreement with the Office of Inspector General of the\nDepartment of Health and Human Services in connection with an\ninvestigation into discounts and rebates offered or provided to certain\nSpecialty customers. See \nNote 7\n of the \"Notes to Consolidated Financial\nStatements\" for more information on this matter.\nOur U.S. federal and state government contracts are subject to specific\nprocurement requirements. Failure to comply with applicable rules or\nregulations or with contractual or other requirements may result in\nmonetary damages and criminal or civil penalties as well as termination\nof our government contracts or our suspension or debarment from\ngovernment contract work.\nCardinal Health \n|\n Fiscal 2023 Form 10-K\n33", + "56be93ea-dcde-4368-b869-a3adb7d0dac8": "Business\nEnvironmental, Health and Safety Laws\nIn the United States and other countries, we are subject to various\nfederal, state and local environmental laws, including laws regulating the\nproduction or use of hazardous substances, as well as laws relating to\nsafe working conditions and laboratory practices. Additionally, industry\nparticipants, including us, rely on ethylene oxide (\"EtO\") and other\ncompounds to sterilize certain medical products that we manufacture or\ndistribute. Regulatory actions have been taken by certain environmental\nregulatory authorities to reduce EtO emissions during the sterilization\nand distribution process, including actions intended to regulate facilities\nthat sterilize medical products.\nAntitrust Laws\nThe U.S. federal government, most U.S. states and many foreign\ncountries have laws that prohibit certain types of conduct deemed to be\nanti-competitive. Violations of these laws can result in various sanctions,\nincluding criminal and civil penalties. Private plaintiffs also could bring civil\nlawsuits against us in the United States for alleged antitrust law\nviolations, including claims for treble damages.\nLaws Relating to Foreign Trade and Operations\nU.S. and foreign laws require us to abide by standards relating to the\nimport and export of finished goods, raw materials and supplies and the\nhandling of information. We also must comply with various export control\nand trade embargo laws, which may require licenses or other\nauthorizations for transactions within some countries or with some\ncounterparties.\nSimilarly, we are subject to U.S. and foreign laws concerning the conduct\nof our foreign operations, including the U.S. Foreign Corrupt Practices\nAct, the U.K. Bribery Act and other foreign anti-bribery laws. Among\nother things, these laws generally prohibit companies and their\nintermediaries from offering, promising or making payments to officials of\nforeign governments for the purpose of obtaining or retaining business.\n \n34\nCardinal Health \n| \nFiscal 2023 Form 10-K", + "6b4f9d96-0d89-475e-b3f2-0183250de2bd": "Business\nOther Information\nCertain Commercial Practices\nAlthough our agreements with manufacturers sometimes require us to\nmaintain inventory levels within specified ranges, our distribution\nbusinesses are generally not required by our customers to maintain\nparticular inventory levels other than as needed to meet service level\nrequirements. Certain customer contracts require us to maintain sufficient\ninventory to meet emergency demands, but we do not believe those\nrequirements materially affect inventory levels.\nOur customer return policies generally require that the product be\nphysically returned, subject to restocking fees. We only allow customers\nto return product for credit that can be added back to inventory and resold\nat full value, or that can be returned to vendors for credit.\nWe offer market payment terms to our customers.\nRule 10b5-1 Plan Adoptions and Modifications\nDuring the quarter ended June 30, 2023, no director or officer adopted,\nmodified or terminated a \"Rule 10b5-1 trading arrangement\" or \"non-\nRule10b5-1 trading arrangement\" as each term is defined in Section\n408(a) of Regulation S-K.\nCardinal Health \n|\n Fiscal 2023 Form 10-K\n35", + "3aa7ab35-5493-4f23-93a1-98626bf15293": "Risk Factors\nRisk Factors\nThe risks described below could materially and adversely affect our\nresults of operations, financial condition, liquidity or cash flows. These\nare not the only risks we face. Our businesses also could be affected by\nrisks we do not currently consider material to our operations or of which\nwe are not presently aware.\nLegal, Regulatory & Compliance Risks\nOpioid-related legal proceedings and the National Opioid\nSettlement Agreement we have entered into could have additional\nor unexpected negative effects on our results of operations or\nbusiness\n.\nCardinal Health, along with other pharmaceutical wholesalers and other\nparticipants in the pharmaceutical supply chain has been named as a\ndefendant in lawsuits related to the distribution of opioid pain\nmedications. Plaintiffs in these lawsuits include state attorneys general,\ncounties and municipalities, as well as private parties, such as unions\nand other health and welfare funds, hospital systems and other\nhealthcare providers, businesses and individuals.\nWe have also received federal grand jury subpoenas issued in connection\nwith investigations being conducted by the U.S. Attorney's Office for the\nEastern District of New York and the Fraud Section of the U.S.\nDepartment of Justice (\"DOJ\"). We have also received civil subpoenas\nand other requests for information from other DOJ offices.\nIn April 2022, an agreement settling the vast majority of opioid-related\nlawsuits filed against us by state and local governmental entities (the\n\"National Opioid Settlement Agreement\") became effective. Under the\nNational Opioid Settlement Agreement, we agreed to pay up to\napproximately $6.3 billion over 18 years. The National Opioid Settlement\nAgreement also includes injunctive relief terms relating to distributors'\ncontrolled substance anti-diversion programs. A monitor will oversee\ncompliance with these provisions until 2027. In addition, the distributors\nagreed to engage a third-party vendor to act as a clearinghouse for data\naggregation and reporting, which the distributors will fund until 2032. It is\npossible that the maintenance of the required changes to distributors'\ncontrolled substance anti-diversion programs may result in unforeseen\ncosts or operational challenges which could have an adverse impact on\nour results of operations or performance. If we are unable to comply with\nthese requirements, or are alleged to have failed to comply with these\nrequirements, we could incur unforeseen costs or penalties, and our\nfinancial results may be negatively impacted.\nIn addition to the claims covered by the National Opioid Settlement\nAgreement, we are also being sued by private plaintiffs, such as unions,\nother health and welfare funds, hospital systems, third party payors,\nother healthcare providers and individuals alleging personal injury for the\nsame activities and could be named as a defendant in additional lawsuits.\nWe intend to vigorously defend ourselves against these lawsuits;\nhowever, legal proceedings are inherently unpredictable and it is possible\nthat these lawsuits,\neither individually or in the aggregate, could have a negative impact on our\nresults of operations.\nWe are involved in legal proceedings with insurers related to the\navailability of insurance coverage for some matters described above, but\nthe defense and resolution of current and future lawsuits and\ninvestigations are subject to uncertainty and could have a material\nadverse effect on our results of operations, financial condition, cash flows\nor liquidity beyond the amounts accrued and beyond what we may be\nable to recover from our insurers. Additionally, laws governing insurance\ncoverage vary by state and some state courts have interpreted laws and\ninsurance policies in ways that may negatively impact our ability to\nreceive indemnification under our insurance policies.\nOther legislative, regulatory or industry measures related to the public\nhealth crisis involving the abuse of prescription opioid pain medication\nand the distribution of these medications could affect our business in\nways that we may not be able to predict. For example, several states\nhave adopted or proposed taxes or other fees on the sale of opioids.\nThese laws and proposals vary in the tax amounts imposed and the\nmeans of calculation. Liabilities for taxes or assessments under any\nsuch laws could have an adverse impact on our results of operations\nunless we are able to mitigate them through operational changes or\ncommercial arrangements where permitted. Additionally, certain states\nhave proposed legislation that may conflict with certain requirements of\nthe National Opioid Settlement Agreement.\nOngoing unfavorable publicity regarding the abuse or misuse of\nprescription opioid pain medications and the role of wholesale distributors\nin the supply chain of such prescription medications, as well as the\ncontinued proliferation of the opioid lawsuits, investigations, regulations\nand legislative actions and unfavorable publicity in relation to those\nlawsuits could continue to have a material adverse effect on our\nreputation or results of operations.", + "002cc8ff-0f23-4b82-b4d8-d06253caae72": "For example, several states\nhave adopted or proposed taxes or other fees on the sale of opioids.\nThese laws and proposals vary in the tax amounts imposed and the\nmeans of calculation. Liabilities for taxes or assessments under any\nsuch laws could have an adverse impact on our results of operations\nunless we are able to mitigate them through operational changes or\ncommercial arrangements where permitted. Additionally, certain states\nhave proposed legislation that may conflict with certain requirements of\nthe National Opioid Settlement Agreement.\nOngoing unfavorable publicity regarding the abuse or misuse of\nprescription opioid pain medications and the role of wholesale distributors\nin the supply chain of such prescription medications, as well as the\ncontinued proliferation of the opioid lawsuits, investigations, regulations\nand legislative actions and unfavorable publicity in relation to those\nlawsuits could continue to have a material adverse effect on our\nreputation or results of operations.\nOur business is subject to other rigorous quality, regulatory and\nlicensing requirements.\nAs described in greater detail in the \"Business\" section, products that we\nmanufacture, source, distribute or market must comply with quality and\nregulatory requirements. Noncompliance or concerns over\nnoncompliance, including noncompliance by third-party contract\nmanufacturers, has in the past, and may in the future result in\nsuspension of our ability to distribute, import, manufacture or source\nproducts, as well as product bans, recalls, safety alerts or seizures, or\ncriminal or civil sanctions, which, in turn, could result in product liability\nclaims and lawsuits, including class actions. In addition, it can be costly\nand time-consuming to obtain regulatory approvals or product\nregistrations to market a medical device or other product, and such\napprovals or registrations might not be granted on a timely basis, if at all.\nAlso as described in greater detail in the \"Business\" section, our\nbusiness is highly regulated in the United States, at both the federal and\nstate level, and in foreign countries. If we fail to comply with regulatory\nrequirements, or if allegations are made that we fail\n \n36\nCardinal Health \n| \nFiscal 2023 Form 10-K", + "c035121a-6164-4ace-9822-4c33d3817caa": "Risk Factors\nto comply, our results of operations and financial condition could be\nadversely affected.\nTo lawfully operate our businesses, we are required to obtain and hold\npermits, product registrations, licenses and other regulatory approvals\nfrom, and to comply with operating and security standards of, numerous\ngovernmental bodies. Failure to maintain or renew necessary permits,\nproduct registrations, licenses or approvals, or to comply with required\nstandards, could have an adverse effect on our results of operations and\nfinancial condition.\nWe, and third parties acting on our behalf, collect, handle and maintain\npatient-identifiable health information and other sensitive personal and\nfinancial information which are subject to federal, state and foreign laws\nthat regulate the use and disclosure of such information. Regulations\ncurrently in place continue to evolve, and they are extensive and\ncomplex. Compliance with these laws is difficult and costly. New laws in\nthis area could further restrict our ability to collect, handle and maintain\npersonal or patient information, or could require us to incur additional\ncompliance costs, either of which could have an adverse impact on our\nresults of operations. From time to time, we become aware of certain\nisolated alleged violations of federal, state or foreign laws concerning\nprivacy and data protection. When we become aware of such allegations,\nwe investigate and, if warranted, notify affected people, entities and\nregulatory bodies. As a result of these violations we have been and may\nin the future be subject to civil or criminal penalties, breach of contract\nclaims, lawsuits, costs for remediation and harm to our reputation.\nWe are required to comply with laws relating to healthcare fraud and\nabuse. The requirements of these laws are complex and subject to\nvarying interpretations. From time to time, regulatory authorities\ninvestigate our policies or practices, and may challenge them. We are\nperiodically subject to federal or state government investigations or qui\ntam actions (false claims cases initiated by private parties purporting to\nact on behalf of federal or state governments), which could result in civil\nor criminal sanctions, including the loss of licenses or the ability to\nparticipate in Medicare, Medicaid and other federal and state healthcare\nprograms or other remedial measures.\nSome businesses within each of our segments are Medicare-certified\nsuppliers or participate in other federal and state healthcare programs,\nsuch as state Medicaid programs and the federal 340B drug pricing\nprogram. In addition, some businesses manufacture pharmaceutical or\nmedical products or repackage pharmaceuticals that are purchased or\nreimbursed through, or are otherwise governed by, federal or state\nhealthcare programs. Failure to comply with applicable eligibility\nrequirements, standards and regulations could result in civil or criminal\nsanctions, including the loss of our ability to participate in Medicare,\nMedicaid and other federal and state healthcare programs.\nPrivate challenges to government healthcare policy may also have a\nsignificant impact on our business. For example, the federal 340B drug\npricing program requires pharmaceutical manufacturers to offer discounts\non certain drugs purchased by covered entities, and some of our\nPharmaceutical segment customers are covered\nentities or contract pharmacies for covered entities. Over a dozen\npharmaceutical manufacturers have unilaterally restricted sales under the\n340B drug pricing program to contract pharmacies. These practices are\nthe subject of ongoing litigation; however, if manufacturers continue this\npractice and if courts uphold this practice, our customers may be\nadversely impacted, which could adversely impact our business.\nIndustry participants, including us, rely on ethylene oxide (\u201cEtO\u201d) and per-\nand polyfluoroalkyl (\u201cPFA\u201d) compounds to sterilize certain medical\nproducts, including products that we manufacture or distribute.\nRegulatory enforcement actions have been taken by certain\nenvironmental regulatory authorities to reduce emissions of these\ncompounds during the sterilization and distribution process. If such\nmeasures become more widespread, we could experience increased\ncosts to comply with reduced emissions standards and it is possible that\nwe and other industry participants may be unable to effectively sterilize\nmedical products, possibly resulting in supply shortages or an industry-\nwide reduction in surgical or medical procedures, which would negatively\nimpact demand for our Medical segment\u2019s products. Such increased\ncosts or industry-wide reductions in surgical and medical procedures\nwould have a negative impact on our Medical segment profit. Additionally,\nwe have been named as a defendant in several lawsuits alleging personal\ninjury as a result of EtO emissions. As a result of a notice of violation we\nreceived from an environmental regulator in Georgia, we are making\nspecified changes to a replenishment center in that state.", + "4d20113b-ce09-41bf-addd-8a79f0daa3fd": "Regulatory enforcement actions have been taken by certain\nenvironmental regulatory authorities to reduce emissions of these\ncompounds during the sterilization and distribution process. If such\nmeasures become more widespread, we could experience increased\ncosts to comply with reduced emissions standards and it is possible that\nwe and other industry participants may be unable to effectively sterilize\nmedical products, possibly resulting in supply shortages or an industry-\nwide reduction in surgical or medical procedures, which would negatively\nimpact demand for our Medical segment\u2019s products. Such increased\ncosts or industry-wide reductions in surgical and medical procedures\nwould have a negative impact on our Medical segment profit. Additionally,\nwe have been named as a defendant in several lawsuits alleging personal\ninjury as a result of EtO emissions. As a result of a notice of violation we\nreceived from an environmental regulator in Georgia, we are making\nspecified changes to a replenishment center in that state. It is possible\nthat these or future regulatory actions or lawsuits could adversely impact\nour ability to procure products to distribute, resulting in increased costs\nor industry supply disruptions.\nOur government contracts are subject to specific procurement\nrequirements. Failure to comply with applicable rules or regulations or\nwith contractual or other requirements may result in monetary damages\nand criminal or civil penalties as well as termination of our government\ncontracts or our suspension or debarment from government contract\nwork.\nOur global operations (including transition services in connection with\ndivestitures) are subject to the U.S. Foreign Corrupt Practices Act\n(\"FCPA\"), the U.K. Bribery Act and similar anti-bribery laws in other\njurisdictions and U.S. and foreign export control, trade embargo and\ncustoms laws. If we fail to comply, or are alleged to fail to comply, with\nany of these laws, we could be subject to investigations or suffer civil or\ncriminal sanctions.\nWe are also subject to government import and export controls and\nregulations, including the requirement that we make a determination,\nbased on the best information that we have available at the time, as to\nthe country of origin of products that we source or manufacture outside\nthe United States. U.S. Customs and Border protection may challenge\nour determinations, which have resulted in products being detained and\nsupply disruptions, and which could result in the imposition of fines and\npenalties.\nCardinal Health \n|\n Fiscal 2023 Form 10-K\n37", + "c439f4ae-45e9-40d3-8ee4-6403abadad17": "Risk Factors\nWe could be subject to adverse changes in the tax laws or\nchallenges to our tax positions.\nWe are a large multinational corporation with operations in the United\nStates and many foreign countries. As a result, we are subject to the tax\nlaws of many jurisdictions.\nFrom time to time, proposals are made in the United States and other\njurisdictions in which we operate that could adversely affect our tax\npositions, effective tax rate or tax payments. Specific initiatives that may\nimpact us include possible increases in U.S. or foreign corporate income\ntax rates or other changes in tax law to raise revenue, the repeal of the\nLIFO (last-in, first-out) method of inventory accounting for income tax\npurposes, the establishment or increase in taxation at the U.S. state\nlevel on the basis of gross revenues, recommendations of the base\nerosion and profit shifting project undertaken by the Organization for\nEconomic Cooperation and Development and the European\nCommission\u2019s investigation into illegal state aid. In August 2022, the U.S.\nfederal government enacted the Inflation Reduction Act, which imposed a\n15 percent corporate minimum tax on certain large corporations and a 1\npercent tax on share repurchases after December 31, 2022. These\nprovisions may adversely impact our financial position and results of\noperations.\nAdditionally, in connection with the accruals taken in connection with\nopioid-related lawsuits in fiscal year 2021, we recorded a net tax benefit,\nreflecting our current assessment of the estimated future deductibility of\nthe amount that may be paid. We have made reasonable estimates and\nrecorded amounts based on management's judgment and our current\nunderstanding of the U.S. Tax Cuts and Act (\"Tax Act\"); however, these\nestimates require significant judgment and it is possible that they could\nbe subject to challenges by the U.S. Internal Revenue Service (\"IRS\").\nThe U.S. tax law governing deductibility was changed by the Tax Act.\nThe taxing authorities could challenge our interpretation of the Tax Act or\nthe estimates and assumptions used to assess the future deductibility of\nthese benefits, or tax law could change again. We also regularly review\nthese estimates and assumptions from time to time and adjust our\naccruals based on our review, resulting in changes in our tax\nprovisions/(benefit). The actual amount of tax benefit related to uncertain\ntax positions may differ materially from these estimates. See \nNote 8\n of\nthe \"Notes to Consolidated Financial Statements\" for more information\nregarding these matters.\nIn fiscal year 2021, our provision for income taxes reflected a $424 million\nbenefit from the tax benefits of a self-insurance pre-tax net operating loss\ncarryback under the Coronavirus Aid, Relief and Economic Security\n(\"CARES\") Act. Also, as a result of this net operating loss carryback, we\nreceived a U.S. federal income tax refund of $966 million. It is possible\nthat the IRS could challenge our tax position with respect to this self-\ninsurance loss. If these initiatives are successful, our effective tax rate or\ncash flows could be adversely impacted. Additionally, laws governing\ninsurance coverage vary by state and some state courts have interpreted\nlaws and insurance policies in ways that may impact our self-\ninsurance loss, which could negatively impact our financial position.\nWe file income tax returns in the U.S. federal jurisdiction, various U.S.\nstate jurisdictions and various foreign jurisdictions. Tax laws are complex\nand subject to varying interpretations. With few exceptions, we are\nsubject to audit by taxing authorities for fiscal years 2015 through the\ncurrent fiscal year. Proposed adjustments in ongoing audits may\nadversely affect our effective tax rate or tax payments.\nChanges to the U.S. healthcare environment may not be favorable\nto us.\nOver a number of years, the U.S. healthcare industry has undergone\nsignificant changes designed to increase access to medical care,\nimprove safety and patient outcomes, contain costs and increase\nefficiencies. These changes include a general decline in Medicare and\nMedicaid reimbursement levels, efforts by healthcare insurance\ncompanies to limit or reduce payments to pharmacies and providers, the\nbasis for payments beginning to transition from a fee-for-service model to\nvalue-based payments and risk-sharing models and the industry shifting\naway from traditional healthcare venues like hospitals and into clinics,\nphysician offices and patients\u2019 homes.\nWe expect the U.S. healthcare industry to continue to change\nsignificantly in the future.", + "708ae2cd-4c1d-4296-be52-b6f546e347bf": "Proposed adjustments in ongoing audits may\nadversely affect our effective tax rate or tax payments.\nChanges to the U.S. healthcare environment may not be favorable\nto us.\nOver a number of years, the U.S. healthcare industry has undergone\nsignificant changes designed to increase access to medical care,\nimprove safety and patient outcomes, contain costs and increase\nefficiencies. These changes include a general decline in Medicare and\nMedicaid reimbursement levels, efforts by healthcare insurance\ncompanies to limit or reduce payments to pharmacies and providers, the\nbasis for payments beginning to transition from a fee-for-service model to\nvalue-based payments and risk-sharing models and the industry shifting\naway from traditional healthcare venues like hospitals and into clinics,\nphysician offices and patients\u2019 homes.\nWe expect the U.S. healthcare industry to continue to change\nsignificantly in the future. Possible changes include changes in\nlegislation or regulations governing prescription pharmaceutical pricing,\nhealthcare services, mandated benefits, efforts to promote increased\ntransparency in the pharmaceutical supply chain, including with respect\nto Pharmacy Benefit Managers, further reduction of or limitations on\ngovernmental funding at the state or federal level or efforts by healthcare\ninsurance companies to further limit payments for products and services.\nThese possible changes, and the uncertainty surrounding these possible\nchanges, may directly or indirectly adversely affect us.\nLegal proceedings could adversely impact our cash flows or\nresults of operations.\nDue to the nature of our business, which includes the distribution of\ncontrolled substances and other pharmaceutical products and the\nsourcing, marketing and manufacturing of medical products, we regularly\nbecome involved in disputes, litigation and regulatory matters. Litigation\nis inherently unpredictable and the unfavorable outcome of legal\nproceedings could adversely affect our results of operations or financial\ncondition.\nFor example, we are subject to a number of lawsuits and investigations\nrelated to the national health crisis involving the abuse of opioid pain\nmedication as described above in the Risk Factor titled \"\nOpioid-related\nlegal proceedings and the National Opioid Settlement Agreement we\nhave entered into could have additional or unexpected negative effects\non our results of operations or business\"\n and in \nNote 7\n to the \"Notes to\nConsolidated Financial Statements.\"\nAdditionally, some of the products that we distribute or manufacture\nhave been and may in the future be alleged to cause personal injury,\nsubjecting us to product liability claims. For example, since July 2021,\nwe have entered into settlement\n \n38\nCardinal Health \n| \nFiscal 2023 Form 10-K", + "bd0df949-e218-43ed-b908-51c897813be0": "Risk Factors\nagreements to settle approximately 7,300 product liability claims\nalleging personal injuries associated with the use of Cordis OptEase and\nTrapEase IVC filter products. Product liability insurance for these types\nof claims is becoming more limited and may not be available to us at\namounts that we historically have obtained or that we would like to\nobtain and we do not expect insurance coverage to cover all losses\nincurred for these matters. It is possible that future settlements of or\njudgments for product liability claims may not be covered by insurance\nor exceed available insurance recoveries. If this happens, and if any\nsuch settlement or judgment is in excess of any prior accruals, our\nresults of operations and financial condition could be adversely affected.\nWe also operate in an industry characterized by extensive intellectual\nproperty litigation. Patent litigation can result in significant damage\nawards and injunctions that could prevent the manufacture and sale of\naffected products or force us to make royalty payments in order to\ncontinue selling the affected products.\nIn connection with legal proceedings, we occasionally enter into\nsettlement agreements or become subject to consent decrees containing\nongoing financial or operational obligations, including the injunctive relief\nprovisions of the National Opioid Settlement Agreement and the\nCorporate Integrity Agreement mentioned above. Failure to comply with\nobligations under these agreements or decrees could lead to monetary or\nother penalties.\nBusiness & Operational Risks\nOur business and operations depend on the proper functioning of\ninformation systems, critical facilities and distribution networks\nand could be negatively impacted by events outside of our control.\nWe rely on our and third-party service providers' information systems for a\nwide variety of critical operations, including to obtain, rapidly process,\nanalyze and manage data to:\n\u2022\nfacilitate the purchase and distribution of inventory items from\nnumerous distribution centers;\n\u2022\nreceive, process and ship orders on a timely basis;\n\u2022\nmanage accurate billing and collections for thousands of customers;\n\u2022\nprocess payments to suppliers;\n\u2022\nfacilitate manufacturing and assembly of medical products; and\n\u2022\ngenerate financial information.\nOur business also depends on the proper functioning of our and our\nsuppliers' business processes, critical facilities, including our national\nlogistics center, and our distribution networks. Our results of operations\ncould be adversely affected if our or a service provider's business\nprocesses, information systems, critical facilities or distribution networks\nare disrupted (including disruption of access), are damaged or fail,\nwhether due to physical disruptions, such as climate change-related\nweather events, including wildfires, hurricanes, extreme temperatures or\nother natural disasters, pandemics (as they were by the COVID-19\npandemic) or power outage, or due to cyber-security incidents,\nransomware or other actions of third parties, including labor strikes or\nshortages, political unrest and terrorist attacks. Manufacturing\ndisruptions also can occur due to regulatory action, production quality\ndeviations, safety issues or raw material shortages or defects, or\nbecause a key product or component is manufactured at a single\nmanufacturing facility with limited alternate facilities. Additionally, we\nincur costs to remediate these disruptions, and it is possible that these\ncosts could be significant.\nOur ability to compete effectively is increasingly dependent on access to\nand interpretation of data. Data quality impacts customer ordering, order\nfulfillment and higher order processing. If we fail to effectively implement\nand maintain data governance structures across our businesses or to\neffectively interpret and utilize such data, our operations could be\nimpacted and we may be at a competitive disadvantage.\nOur business and results of operations could be adversely affected\nif we experience a material cyber-attack or other systems breach.\nOur business relies on the secure transmission, storage and hosting of\npatient-identifiable health information, financial information and other\nsensitive protected information relating to our customers, company,\nworkforce and individuals with whom we and our customers conduct\nbusiness. We have programs in place to detect, contain and respond to\ninformation security incidents. However, because the techniques used to\nobtain unauthorized access, disable or degrade service or sabotage\nsystems change frequently and may be difficult to detect for long periods\nof time, we may be unable to anticipate these techniques or to implement\nadequate preventative measures. In addition, hardware, software or\napplications developed internally or procured from third parties may\ncontain defects in design or manufacture or other problems that could\nunexpectedly compromise information security.\nUnauthorized parties have gained access in the past, and will continue to\nattempt to gain access, to our or a service provider's systems or facilities\nthrough fraud, trickery or other forms of deception.", + "f2f589e0-bf32-49a0-8d2f-5cadf3ac1ec1": "We have programs in place to detect, contain and respond to\ninformation security incidents. However, because the techniques used to\nobtain unauthorized access, disable or degrade service or sabotage\nsystems change frequently and may be difficult to detect for long periods\nof time, we may be unable to anticipate these techniques or to implement\nadequate preventative measures. In addition, hardware, software or\napplications developed internally or procured from third parties may\ncontain defects in design or manufacture or other problems that could\nunexpectedly compromise information security.\nUnauthorized parties have gained access in the past, and will continue to\nattempt to gain access, to our or a service provider's systems or facilities\nthrough fraud, trickery or other forms of deception. We have been the\ntarget of cyber attacks. Although we do not believe these incidents had a\nmaterial impact on us, either individually or in the aggregate, similar\nincidents or events in the future may negatively impact our business,\nreputation or financial results.\nAny compromise of our or a service provider's information systems,\nincluding unauthorized access to or use or disclosure of sensitive\ninformation, could adversely impact our operations, results of operations\nor our ability to satisfy legal or regulatory requirements, including the EU\ngeneral data protection regulation (GDPR) and those related to patient-\nidentifiable health information and other sensitive personal and financial\ninformation as further described in the Risk Factor titled \u201cOur business is\nsubject to other rigorous quality, regulatory and licensing requirements,\u201d\nabove.\nIn addition, insurance for losses arising from cyber-attacks or other\nbreaches is becoming more costly and limited and may not be available\nto us at amounts that we historically have obtained or that we would like\nto obtain. It is possible that we could incur losses that may not be\ncovered by insurance or that would exceed\nCardinal Health \n|\n Fiscal 2023 Form 10-K\n39", + "02883bb9-6808-44ab-9344-6a8d5f13bd08": "Risk Factors\navailable insurance recoveries. If this happens, our results of operations\nand financial condition could be adversely affected.\nOur goodwill or other long-lived assets could be impaired, which\ncould require us to record additional significant charges to\nearnings in accordance with generally accepted accounting\nprinciples.\nU.S. GAAP requires us to test our goodwill for impairment on an annual\nbasis, or more frequently if indicators for potential impairment exist. In\naddition, we review intangible assets with finite lives and other long-lived\nassets for impairment whenever events or changes in circumstances\nindicate that the related carrying amounts may not be recoverable.\nDue to previously communicated changes in our long-term financial plan\nassumptions made during fiscal 2023, including those related to Cardinal\nHealth branded medical products sales growth and net inflationary\nimpacts, we performed quantitative goodwill impairment testing for the\nMedical Unit for periods ended June 30, 2023, March 31, 2023,\nDecember 31, 2022 and September 30, 2022, and recorded an aggregate\n$1.2 billion impairment to goodwill in fiscal year 2023. During fiscal 2022,\nas a result of adverse financial results in our Medical Unit resulting from\ninflationary impacts and global supply chain constraints, we performed\ngoodwill impairment testing for the Medical Unit and recorded an\naggregate $2.1 billion impairment to goodwill in fiscal year 2022.\nImpairment testing involves estimates and significant judgments by\nmanagement. We believe our assumptions and estimates are reasonable\nand appropriate; however additional adverse changes in key assumptions,\na failure to meet expected earnings or other financial plans, including the\nexecution of key initiatives related to optimizing and growing sales of\nCardinal Health branded medical products, increasing growth in certain\nstrategic divisions within our Medical segment and driving simplification\nefforts and cost optimization projects, or unanticipated events and\ncircumstances, such as changes in assumptions about the duration and\nmagnitude of increased supply chain and commodities costs and our\nefforts to mitigate such impact, including price increases or surcharges;\nfurther disruptions in the supply chain; manufacturing cost inefficiencies\nresulting from lower than anticipated sales volume; an increase in the\ndiscount rate; a decrease in the terminal growth rate; increases in tax\nrates; or a significant change in industry or economic trends could affect\nthe accuracy or validity of such estimates and may result in an additional\ngoodwill impairment in our Medical Unit. It is also possible that we may\nrecord significant charges from impairment to goodwill of other reporting\nunits, intangibles and other long-lived assets. Any charge or charges\ncould adversely affect our results of operations. See \"Critical Accounting\nPolicies and Sensitive Accounting Estimates\" in MD&A above for more\ninformation regarding goodwill impairment testing.\nOur sales and credit concentration is significant.\nCVS Health and OptumRx are large customers that generate a significant\namount of our revenue. CVS Health accounted for 25 percent of our fiscal\n2023 revenue and 23 percent of our gross\ntrade receivable balance at June 30, 2023 and OptumRx accounted for 16\npercent of our fiscal 2023 revenue. Our agreement with OptumRx extends\nthrough June 2024. If either of these customers significantly reduces their\npurchases from us, defaults in payment to us, does not renew their\nagreements or terminates their agreements, whether due to an alleged\ndefault by us or otherwise, our results of operations and financial\ncondition could be adversely affected.\nOur results of operations could be adversely impacted if we fail to\nmanage and complete divestitures.\nWe regularly evaluate our portfolio of businesses to determine whether an\nasset or business may no longer help us meet our objectives or whether\nthere may be a more advantaged owner for that business. For example,\nin July 2023, we contributed our Outcomes\u2122 business to Transaction\nData Systems in exchange for a minority stake in the combined entity,\nand in fiscal year 2022, we completed the divestiture of the Cordis\nbusiness. When we decide to sell assets or a business, we may\nencounter difficulty finding buyers or alternative exit strategies, which\ncould delay the achievement of our strategic objectives. We could also\nincur higher costs or charges than planned or incur unexpected charges\nand could experience greater dis-synergies than expected, which could\nhave a negative impact on our results of operations.\nOur ability to manage and complete acquisitions could impact our\nstrategic objectives and financial condition.\nFrom time to time, we look to acquire other businesses that expand or\ncomplement our existing businesses.", + "6797ce01-7847-4057-8736-d98d58512770": "For example,\nin July 2023, we contributed our Outcomes\u2122 business to Transaction\nData Systems in exchange for a minority stake in the combined entity,\nand in fiscal year 2022, we completed the divestiture of the Cordis\nbusiness. When we decide to sell assets or a business, we may\nencounter difficulty finding buyers or alternative exit strategies, which\ncould delay the achievement of our strategic objectives. We could also\nincur higher costs or charges than planned or incur unexpected charges\nand could experience greater dis-synergies than expected, which could\nhave a negative impact on our results of operations.\nOur ability to manage and complete acquisitions could impact our\nstrategic objectives and financial condition.\nFrom time to time, we look to acquire other businesses that expand or\ncomplement our existing businesses. Completion of acquisitions and the\nintegration of acquired businesses involve a number of risks, including the\nfollowing: we may overpay for a business or fail to realize the synergies\nand other benefits we expect from the acquisition; our management\u2019s\nattention may be diverted to integration efforts; we may fail to retain key\npersonnel of the acquired business; future developments may impair the\nvalue of our purchased goodwill or intangible assets; we may face\ndifficulties or delays establishing, integrating or combining operations and\nsystems, including manufacturing facilities; we may assume liabilities\nrelated to legal proceedings involving the acquired business; we may face\nchallenges retaining the customers of the acquired business; or we may\nencounter unforeseen internal control, regulatory or compliance issues.\nFailure to effectively or efficiently complete or manage critical\nbusiness processes could have unforeseen consequences.\nFrom time to time, our businesses perform business process\nimprovements or infrastructure modernizations or use service providers for\nkey systems and processes, such as receiving and processing customer\norders, customer service and accounts payable. For example, during\nfiscal 2022, our Pharmaceutical segment implemented a replacement of\ncertain finance and operating information systems and we have also\ntransitioned certain finance processes to a third-party service provider. If\nany of these initiatives or similar initiatives are not successfully or\nefficiently implemented or maintained, or if our relationship with critical\nthird-party service providers deteriorates, we could experience material\nnegative impacts on our business and our internal control over financial\nreporting.\n \n40\nCardinal Health \n| \nFiscal 2023 Form 10-K", + "df1626d1-c936-4f2c-8448-6eebb91cfb6b": "Risk Factors\nOur business could be affected by activist shareholders.\nIn September 2022, we entered into a Cooperation Agreement with Elliott\nunder which our Board of Directors, among other things, (1) appointed\nfour new independent directors, including a representative from Elliott ,\nand (2) formed an advisory Business Review Committee of the Board,\nwhich is tasked with undertaking a comprehensive review of our strategy,\nportfolio, capital-allocation framework and operations. In May 2023, we\nextended the term of the Cooperation Agreement until the later of July 15,\n2024 or until an Elliott representative ceases to serve on, or resigns from,\nour Board of Directors.\nThe Cooperation Agreement may create unintended consequences, such\nas creating uncertainty about our management, operations or future\nstrategic direction, which could result in the loss of future business\nopportunities or negatively impact our ability to attract and retain qualified\ntalent. Additionally, implementing any actions recommended by the\nBusiness Review Committee and the Board may be costly and time-\nconsuming, may be disruptive to our ongoing business operations and\nmay ultimately be unsuccessful.\nIt is possible that activist shareholders may, among other things, attempt\nto effect additional changes and exert influence over our Board of\nDirectors and management or initiate a proxy contest, which may disrupt\nour operations by diverting the attention of management and the Board\nand be costly and time-consuming. Any such proxy contests, actions or\nrequests, or the mere public presence of activist shareholders, may\ncause the market price for our shares to experience volatility, which could\nbe significant.\nIndustry & Economic Risks\nWe could continue to suffer the adverse effects of competitive\npressures.\nAs described in greater detail in the \"Business\" section, we operate in\nmarkets that are highly competitive and dynamic. In addition, competitive\npressures in our pharmaceutical and medical segments may be\nincreased by new business models, new entrants, new regulations,\nchanges in consumer demand or general competitive dynamics. Our\nbusinesses face continued pricing pressure from these factors, which\nadversely affects our margins. If we are unable to offset margin reductions\ncaused by these pricing pressures through steps such as sourcing or\ncost control measures, additional service offerings and sales of higher\nmargin products, our results of operations could continue to be adversely\naffected.\nOur Pharmaceutical segment\u2019s profit margin could be adversely\naffected by changes in industry or market dynamics that we are\nnot able to accurately predict.\nAs has been the case for several years, the frequency, timing, magnitude\nand profit impact of generic pharmaceutical customer purchase volumes,\npricing changes, customer contract renewals, generic pharmaceutical\nlaunches and generic pharmaceutical manufacturer pricing changes\nremain uncertain as does their impact on Pharmaceutical segment profit\nand consolidated operating earnings. These factors have contributed to\ndeclines in some prior years and have more than offset the benefits from\nsourcing generic pharmaceuticals through our Red Oak Sourcing venture\nwith CVS Health. If performance of our generic pharmaceutical program\ndeclines in future fiscal years and we are unable to offset the decline, our\nPharmaceutical segment profit and consolidated operating earnings will\nbe adversely affected.\nWith respect to branded pharmaceutical products, compensation under\nour contractual arrangements with manufacturers for the purchase of\nbranded pharmaceutical products is generally based on the wholesale\nacquisition cost set by the manufacturer. Sales prices of branded\npharmaceutical products to our customers generally are a percentage\ndiscount from wholesale acquisition cost.\nAlso, almost all of our distribution services agreements with branded\npharmaceutical manufacturers provide that we receive fees from the\nmanufacturers to compensate us for services we provide them. However,\nunder certain agreements, branded pharmaceutical price appreciation,\nwhich is determined by the manufacturers also serves as a part of our\ncompensation. If manufacturers, in the aggregate, change their historical\napproach to setting and increasing wholesale acquisition cost, decide to\nreduce prices, not to increase prices or to implement only small\nincreases and we are unable to negotiate alternative ways to be\ncompensated by manufacturers or customers for the value of our\nservices, our margins could be adversely affected.\nWe depend on direct and indirect suppliers to make their\nproducts and raw materials available to us and are subject to\nfluctuations in costs, availability and regulatory risk associated\nwith these products and raw materials.\nOur manufacturing businesses use oil-based resins, pulp, cotton, latex\nand other commodities as raw materials in many products. Prices of oil\nand gas also affect our distribution and transportation costs. Prices of\nthese commodities are volatile and can fluctuate significantly, causing\nour costs to produce and distribute our products to fluctuate.", + "ab308747-7108-437c-b9a7-8a8e18776de3": "If manufacturers, in the aggregate, change their historical\napproach to setting and increasing wholesale acquisition cost, decide to\nreduce prices, not to increase prices or to implement only small\nincreases and we are unable to negotiate alternative ways to be\ncompensated by manufacturers or customers for the value of our\nservices, our margins could be adversely affected.\nWe depend on direct and indirect suppliers to make their\nproducts and raw materials available to us and are subject to\nfluctuations in costs, availability and regulatory risk associated\nwith these products and raw materials.\nOur manufacturing businesses use oil-based resins, pulp, cotton, latex\nand other commodities as raw materials in many products. Prices of oil\nand gas also affect our distribution and transportation costs. Prices of\nthese commodities are volatile and can fluctuate significantly, causing\nour costs to produce and distribute our products to fluctuate. Beginning in\nthe fourth quarter of fiscal year 2021, we experienced higher supply chain\ncosts, which had a negative impact on Medical segment profit in fiscal\n2021, 2022 and 2023. Supply chain constraints have also had a negative\nimpact on sales within our Medical segment.\nW\ne did not offset the full impact of\n these cost increases in fiscal year\n2023; however, we implemented certain cost reductions, price increases\nand surcharges to mitigate the impact. Due to competitive dynamics and\ncontractual limitations, passing along cost increases is challenging. If we\nare not able to continue to increase prices as planned or if supply cost\nincreases do not continue to normalize as expected, Medical segment\nprofit could be negatively impacted to a greater extent than we currently\nanticipate.\nWe depend on others to manufacture some products that we market and\ndistribute. Our operations are also dependent on various components,\ncompounds, raw materials and energy supplied by others. We purchase\nmany of these components, raw materials and energy, and source\ncertain products from numerous suppliers in various countries. In some\ninstances, for reasons of quality assurance, cost effectiveness, or\navailability, we procure\nCardinal Health \n|\n Fiscal 2023 Form 10-K\n41", + "fcbfc349-e1e4-4f14-a852-bde00b2cb9b2": "Risk Factors\ncertain components and raw materials from a sole supplier. Our supplier\nrelationships could be interrupted, become less favorable to us or be\nterminated and the supply of these components, compounds, raw\nmaterials or products could be interrupted or become insufficient.\nThese supply interruptions or other disruptions in manufacturing\nprocesses could be caused by events beyond our control, including\nnatural disasters, supplier facility shutdowns, defective raw materials, the\nimpact of epidemics or pandemics, such as COVID-19, and actions by\nU.S. or international governments, including import or export restrictions\nor tariffs. For example, the Uyghur Forced Labor Prevention Act, which\nwent into effect in June 2022 prohibits the importation of any goods\ngrown, produced, manufactured or mined, wholly or in part, in the Xinjiang\nUyghur Autonomous Region of China unless importers can provide clear\nand convincing evidence that goods were not made using forced labor.\nWe have experienced some supply constraints as a result of these and\nsimilar regulations, and it is possible that our business or results of\noperations could be further negatively impacted by future determinations\nand disruptions.\nIn addition, due to the stringent regulatory requirements regarding the\nmanufacture and sourcing of our products, we may not be able to quickly\nestablish additional or replacement sources for certain components,\nmaterials or products. A sustained supply reduction or interruption, and\nan inability to develop alternative and additional sources for such supply,\ncould result in lost sales, increased cost, damage to our reputation, and\nmay have an adverse effect on our business.\nEmployee attrition may have an adverse impact on our business,\nresults of operations or internal controls.\nOur ability to attract, retain and develop qualified and experienced\nemployees, including key executives and other talent, is critical for us to\nmeet our business objectives. We compete with many other businesses\nto attract and retain employees. It is possible that we could experience\nloss of key personnel for a variety of causes. If we do not adequately plan\nfor succession of key roles or if we are not successful in attracting or\nretaining new talent, our performance or internal control over financial\nreporting could be adversely impacted.\nConsolidation in the U.S. healthcare industry may negatively\nimpact our results of operations.\nIn recent years, U.S. healthcare industry participants, including\ndistributors, manufacturers, suppliers, healthcare providers, insurers and\npharmacy chains, have consolidated or formed strategic alliances.\nConsolidations create larger enterprises with greater negotiating power,\nand also could result in the possible loss of a customer where the\ncombined enterprise selects one distributor from two incumbents. If this\nconsolidation trend continues, it could adversely affect our results of\noperations.\nChanges or uncertainty in U.S. or international trade policies\n \nand\nexposure to economic, political and currency and other risks could\ndisrupt our global operations or negatively impact our financial\nresults.\nWe conduct our operations in various regions of the world outside of the\nUnited States, including Europe, Asia and Latin America. Global\ndevelopments can affect our business in many ways. Our global\noperations are affected by local economic environments, including\ninflation, recession and competition. Additionally, divergent or unfamiliar\nregulatory systems and labor markets can increase the risks and\nburdens of operating in numerous countries.\nOur foreign operations expose us to a number of risks related to trade\nprotection laws, tariffs, excise or other border taxes on goods sourced\nfrom certain countries or on the importation or exportation of products or\nraw materials. Changes or uncertainty in U.S. or international trade\npolicies or tariffs could impact our global operations, as well as our\ncustomers and suppliers. We may be required to spend more money to\nsource certain products or materials that we need or to manufacture\ncertain of our products. This could adversely impact our business and\nresults of operations.\nIn addition, we conduct our business in U.S. dollars and various\nfunctional currencies of our foreign subsidiaries. Changes in foreign\ncurrency exchange rates could adversely affect our financial results,\nwhich are reported in U.S. dollars. We may not be able to hedge to\nprotect us against these exposures, and any hedges may not\nsuccessfully mitigate these exposures.\nGeopolitical dynamics caused by political, economic, social or other\nconditions in foreign countries and regions may continue to impact our\nbusiness and results of operations. Both of our segments have\nexperienced increased costs in fiscal years 2022 and 2023, including for\nfuel, and it is possible that we could experience supply disruptions or\nshortages if tariffs or other protective measures are enacted.\n \n42\nCardinal Health \n| \nFiscal 2023 Form 10-K", + "f7dbcdfc-85db-4971-b690-d756a8589aea": "Properties and Legal Proceedings\nProperties\nIn the United States, at June 30, 2023, the Pharmaceutical segment operated one national logistics center; a number of primary pharmaceutical and\nspecialty distribution facilities as well as nuclear pharmacy and radiopharmaceutical manufacturing facilities. The Medical segment operated medical-\nsurgical distribution, assembly, manufacturing and other operating facilities in the United States.\nAt June 30, 2023, our Medical segment also operated manufacturing facilities in Canada, Costa Rica, the Dominican Republic, Germany, Ireland, Japan,\nMalaysia, Malta, Mexico and Thailand.\nOur principal executive offices are headquartered in an owned building located at 7000 Cardinal Place in Dublin, Ohio.\nWe consider our operating properties to be in satisfactory condition and adequate to meet our present needs. However, we regularly evaluate operating\nproperties and may make further additions and improvements or consolidate locations as we seek opportunities to expand or enhance the efficiency of\nour business.\nCardinal Health \n|\n Fiscal 2023 Form 10-K\n43", + "fc18e5c3-9231-4365-8972-0d924b6eefa9": "Properties and Legal Proceedings\nLegal Proceedings\nIn addition to the proceedings described below, the legal proceedings described in \nNote 7\n of the \"Notes to Consolidated Financial Statements\" are\nincorporated in this \"Legal Proceedings\" section by reference.\nBetween June 2019 and January 2020, three purported shareholders filed actions on behalf of Cardinal Health, Inc. in the U.S. District Court for the\nSouthern District of Ohio against certain current and former members of our Board of Directors alleging that the defendants breached their fiduciary\nduties by failing to effectively monitor Cardinal Health's distribution of controlled substances and approving certain payments of executive compensation.\nIn January, 2020, the court consolidated these derivative cases under the caption In re Cardinal Health, Inc. Derivative Litigation and in March 2020,\nplaintiffs filed an amended complaint.\nIn December 2021, the parties reached an agreement in principle to settle this matter and in October 2022, the court entered an order approving the\nsettlement and dismissing the case. This settlement does not include any admission of liability. Under the settlement, in December 2022, Cardinal\nHealth's director and officer liability insurance carriers, on behalf of the defendants, paid Cardinal Health $124 million, less approximately $31 million in\nattorneys' fees and expenses awarded by the court to plaintiffs' counsel.\n \n44\nCardinal Health \n| \nFiscal 2023 Form 10-K", + "3604e1ac-bd2a-4ca1-8415-dd03ff17f578": "Market for Registrant's Common Equity\nMarket for Registrant's Common Equity, Related Stockholder\nMatters and Issuer Purchases of Equity Securities\nOur common shares are listed on the New York Stock Exchange under the symbol \u201cCAH.\u201d\nAt July 31, 2023 there were approximately 6,571 shareholders of record of our common shares.\nWe anticipate that we will continue to pay quarterly cash dividends in the future. The payment and amount of future dividends remain, however, within the\ndiscretion of our Board of Directors and will depend upon our future earnings, financial condition, capital requirements and other factors.\nIssuer Purchases of Equity Securities\nPeriod\nTotal Number\nof Shares\nPurchased (1)\nAverage Price Paid per\nShare\nTotal Number of Shares\nPurchased\nas Part of Publicly Announced\nPrograms (2)\nApproximate\nDollar Value of\nShares That May\nYet be Purchased\nUnder the Programs (3)\n(in millions)\nApril 2023\n234 \n$\n79.43 \n\u2014 \n$\n1,243 \nMay 2023\n137 \n83.79 \n\u2014 \n1,243 \nJune 2023\n4,588,337 \n87.18 \n4,588,208 \n4,343 \nTotal\n4,588,708\n \n$\n87.18\n \n4,588,208\n \n$\n4,343\n \n(1)\nReflects 234, 137 and 129 common shares purchased in April, May and June 2023, respectively, through a rabbi trust as investments of participants in our Deferred\nCompensation Plan.\n(2)\nOn June 12, 2023, we entered into an accelerated share repurchase (\"ASR\") program to purchase common shares for an aggregate purchase price of $500 million and\nreceived an initial delivery of 4.6 million common shares using a reference price of $87.18. The ASR program is expected to conclude in the first quarter of fiscal 2024. See \nNote\n11\n of the \"Notes to Consolidated Financial Statements\" for additional information.\n(3)\nOn November 4, 2021, our Board of Directors approved a $3.0 billion share repurchase program which will expire on December 31, 2024. On June 7, 2023, our Board of\nDirectors approved a new $3.5 billion share repurchase program which will expire on December 31, 2027. As of June 30, 2023, we have $4.3 billion authorized for share\nrepurchases remaining under these programs.\nCardinal Health \n|\n Fiscal 2023 Form 10-K\n45", + "fc2eecf0-fb27-4aa9-ad5c-f1798aedeacc": "Market for Registrant's Common Equity\nFive Year Performance Graph\nThe following line graph compares the cumulative total return of our common shares with the cumulative total return of the Standard & Poor\u2019s Composite\n\u2014500 Stock Index (the \"S&P 500 Index\") and the Standard & Poor's Composite\u2014500 Healthcare Index (the \"S&P 500 Healthcare Index\"). The line\ngraph assumes, in each case, an initial investment of $100 invested at the closing price on June 30, 2018, and is based on the market prices at the end\nof each fiscal year through and including June 30, 2023, and reinvestment of dividends. The S&P 500 Index and S&P 500 Healthcare Index investments\nare weighted on the basis of market capitalization at the beginning of each period.\n2337\nJune 30\n2018\n2019\n2020\n2021\n2022\n2023\nCardinal Health, Inc.\n100.00 \n100.33 \n115.58 \n131.05 \n124.56 \n231.22\n \nS&P 500 Index\n100.00 \n110.41 \n118.68 \n167.07 \n149.31 \n178.52\n \nS&P 500 Healthcare Index\n100.00 \n112.99 \n125.31 \n160.29 \n165.69 \n174.60\n \n \n46\nCardinal Health \n| \nFiscal 2023 Form 10-K", + "2a36ec96-2166-4a60-ac26-00cf8f50bc51": "Reports\nManagement Reports\nEvaluation of Disclosure Controls and Procedures\nWe evaluated, with the participation of our principal executive officer and principal financial officer, the effectiveness of our disclosure controls and\nprocedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the \"Exchange Act\")) as of June 30, 2023. Based on this\nevaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of\nJune 30, 2023 to provide reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed,\nsummarized and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to\nmanagement as appropriate to allow timely decisions regarding required disclosure.\nManagement\u2019s Report on Internal Control Over Financial Reporting\nManagement is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the\nExchange Act. Our internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation\nof financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal\ncontrol over financial reporting may not prevent or detect misstatements. Also, controls deemed effective now may become inadequate in the future\nbecause of changes in conditions, or because compliance with policies or procedures has deteriorated or been circumvented.\nManagement assessed the effectiveness of our internal control over financial reporting as of June 30, 2023. In making this assessment, management\nused the criteria established in the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway\nCommission (2013 framework) (the \u201cCOSO criteria\u201d). Based on management\u2019s assessment and the COSO criteria, management believes that our\ninternal control over financial reporting was effective as of June 30, 2023.\nOur independent registered public accounting firm, Ernst & Young LLP, has issued a report on our internal control over financial reporting. Ernst & Young\nLLP\u2019s report appears following this \"Management Reports\" section and expresses an unqualified opinion on the effectiveness of our internal control over\nfinancial reporting.\nChanges in Internal Control Over Financial Reporting\nThere were no changes in our internal control over financial reporting during the quarter ended June 30, 2023 that have materially affected, or are\nreasonably likely to materially affect, our internal control over financial reporting.\nCardinal Health \n|\n Fiscal 2023 Form 10-K\n47", + "ecd8a540-7116-4e84-af12-1f0fde6596d0": "Reports\nReport of Independent Registered Public Accounting Firm on\nInternal Control Over Financial Reporting\nThe Shareholders and the Board of Directors of Cardinal Health, Inc.\nOpinion on Internal Control over Financial Reporting\nWe have audited Cardinal Health, Inc. and subsidiaries\u2019 internal control over financial reporting as of June 30, 2023, based on criteria established in\nInternal Control\u2014Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the\nCOSO criteria). In our opinion, Cardinal Health, Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over\nfinancial reporting as of June 30, 2023, based on the COSO criteria.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated\nbalance sheets of the Company as of June 30, 2023 and 2022, the related consolidated statements of earnings/(loss), comprehensive income/(loss),\nshareholders' equity/(deficit) and cash flows for each of the three years in the period ended June 30, 2023, and the related notes and the financial\nstatement schedule listed in the Index at Item 15(a)(2) and our report dated August 15, 2023 expressed an unqualified opinion thereon.\nBasis for Opinion\nThe Company\u2019s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of\ninternal control over financial reporting included in the accompanying \u201cManagement\u2019s Report on Internal Control Over Financial Reporting.\u201d Our\nresponsibility is to express an opinion on the Company\u2019s internal control over financial reporting based on our audit. We are a public accounting firm\nregistered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the\napplicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain\nreasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.\nOur audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and\nevaluating the design and operating effectiveness of internal control based on the assessed risk and performing such other procedures as we considered\nnecessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.\nDefinition and Limitations of Internal Control Over Financial Reporting\nA company\u2019s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting\nand the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company\u2019s internal\ncontrol over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately\nand fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as\nnecessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures\nof the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable\nassurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company\u2019s assets that could have a material\neffect on the financial statements.\nBecause of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation\nof effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of\ncompliance with the policies or procedures may deteriorate.\n/s/ \nErnst & Young LLP\nGrandview Heights, Ohio\nAugust 15, 2023\n \n48\nCardinal Health \n| \nFiscal 2023 Form 10-K", + "491fa433-f825-4be8-b258-0e30ec40cb75": "Reports\nReport of Independent Registered Public Accounting Firm\nTo the Shareholders and the Board of Directors of Cardinal Health, Inc.\nOpinion on the Financial Statements\nWe have audited the accompanying consolidated balance sheets of Cardinal Health, Inc. and subsidiaries (the Company) as of June 30, 2023 and 2022,\nthe related consolidated statements of earnings/(loss), comprehensive income/(loss), shareholders' equity/(deficit) and cash flows for each of the three\nyears in the period ended June 30, 2023, and the related notes and the financial statement schedule listed in the Index at Item 15(a)(2) (collectively\nreferred to as the \u201cconsolidated financial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the\nfinancial position of the Company at June 30, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period\nended June 30, 2023, in conformity with U.S. generally accepted accounting principles.\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's\ninternal control over financial reporting as of June 30, 2023, based on criteria established in Internal Control-Integrated Framework issued by the\nCommittee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated August 15, 2023 expressed an unqualified\nopinion thereon.\nBasis for Opinion\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company\u2019s financial\nstatements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the\nCompany in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and\nthe PCAOB.\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain\nreasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included\nperforming procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures\nthat respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial\nstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating\nthe overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\nCritical Audit Matters\nThe critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or\nrequired to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2)\ninvolved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion\non the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate\nopinions on the critical audit matters or on the accounts or disclosures to which they relate.\nCardinal Health \n|\n Fiscal 2023 Form 10-K\n49", + "a4d00342-398b-4638-8abf-18d74d6c610b": "Reports\nMedical Unit Goodwill\nDescription of the\nMatter\nAt June 30, 2023, goodwill related to the Company\u2019s Medical segment, including the Medical Unit was $2.0 billion. As discussed in\nNotes 1\n and \n4\n to the consolidated financial statements, goodwill is tested for impairment at least annually at the reporting unit level,\nor when indicators of impairment exist. During fiscal 2023, the Company recognized goodwill impairment charges related to the\nMedical Unit of $1.2 billion.\nAuditing management\u2019s goodwill impairment test for the Medical Unit was challenging because there is significant judgement\nrequired in determining the fair value of the reporting unit. In particular, the fair value estimate was sensitive to significant judgmental\nassumptions including the revenue growth rate, gross margin, distribution, selling, general and administrative expenses, and\ncompany-specific risk premium, which are affected by expectations about future market or economic conditions.\nHow We\nAddressed the\nMatter in Our Audit\nWe obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company\u2019s goodwill\nimpairment review process. For example, we tested controls over management\u2019s review of significant judgmental assumptions,\nincluding the revenue growth rate, gross margin, distribution, selling, general and administrative expenses, and company-specific\nrisk premium, among other assumptions.\nTo test the estimated fair value of the Company\u2019s Medical Unit, we performed audit procedures that included, among others,\nevaluating methodologies used; involving our valuation specialists to assist with our procedures related to the measurement of the\nfair value; and testing the underlying data used by the Company in its analysis for completeness and accuracy. We compared the\nsignificant assumptions used by management to current industry and economic trends, recent historical performance, changes to\ncustomer base or product mix and other relevant factors. We assessed the historical accuracy of management\u2019s estimates and\nperformed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting unit that would\nresult from changes in the assumptions. We evaluated the assumptions within the model and tested the model\u2019s computational\naccuracy. In addition, we inspected the\n Company\u2019s reconciliation of the fair value of all reporting units to the market capitalization of\nthe Company and assessed the result. We have also assessed the adequacy of the Company\u2019s disclosures included in \nNotes 1\nand \n4\n in relation to this matter.\nUncertain Tax Positions\nDescription of the\nMatter\nAs described in \nNote 8\n to the consolidated financial statements, the Company\u2019s unrecognized tax benefits related to its uncertain\ntax positions were approximately $1.0 billion at June 30, 2023. Uncertain tax positions may arise as tax laws are subject to\ninterpretation. The Company uses significant judgment in (1) determining if the tax position is more likely than not to be sustained\nupon examination, based on the technical merits of the position and (2) measuring the amount of tax benefit that qualifies for\nrecognition.\nAuditing management's estimate of the amount of tax benefit related to the Company's uncertain tax positions that qualified for\nrecognition was challenging because management's estimate required significant judgment in evaluating the technical merits of the\npositions, including interpretations of applicable tax laws and regulations.\nHow We\nAddressed the\nMatter in Our Audit\nWe obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company\u2019s\nprocess to assess the technical merits of its uncertain tax positions, including the Company\u2019s assessment as to whether a tax\nposition is more likely than not to be sustained and management\u2019s process to measure the benefit of its tax positions. \nWe involved our international tax, transfer pricing, and national tax professionals in assessing the technical merits of certain of the\nCompany\u2019s tax positions. Depending on the nature of the specific tax position and, where applicable, developments with the\nrelevant tax authorities relating thereto, our procedures included obtaining and examining the Company\u2019s analysis. For example, we\nevaluated the underlying facts upon which the tax positions are based, and, where applicable, obtained the Company\u2019s\ncorrespondence with local tax authorities. We used our knowledge of international and local income tax laws, as well as historical\nsettlement activity, where applicable, with local income tax authorities, to evaluate the Company\u2019s accounting for its uncertain tax\npositions. We evaluated developments in the applicable tax jurisdictions to assess potential effects on the Company\u2019s positions.\nWe analyzed the Company\u2019s assumptions and data used to evaluate the appropriateness of the Company\u2019s measurement of tax\nbenefits. We have also evaluated the Company\u2019s income tax disclosures in relation to these matters.\n/s/ \nErnst & Young LLP\nWe have served as the Company's auditor since 2002.", + "4cf3c8d5-8127-48c3-8398-1ae427d6bf72": "For example, we\nevaluated the underlying facts upon which the tax positions are based, and, where applicable, obtained the Company\u2019s\ncorrespondence with local tax authorities. We used our knowledge of international and local income tax laws, as well as historical\nsettlement activity, where applicable, with local income tax authorities, to evaluate the Company\u2019s accounting for its uncertain tax\npositions. We evaluated developments in the applicable tax jurisdictions to assess potential effects on the Company\u2019s positions.\nWe analyzed the Company\u2019s assumptions and data used to evaluate the appropriateness of the Company\u2019s measurement of tax\nbenefits. We have also evaluated the Company\u2019s income tax disclosures in relation to these matters.\n/s/ \nErnst & Young LLP\nWe have served as the Company's auditor since 2002.\nGrandview Heights, Ohio\nAugust 15, 2023\n \n50\nCardinal Health \n| \nFiscal 2023 Form 10-K", + "867fb437-86eb-40a6-aa9b-b13abf174dbf": "Financial Statements\nFinancial Statements and Supplementary Data\nPage\nConsolidated Financial Statements and Schedule:\nConsolidated Statements of Earnings/(Loss) for the Fiscal Years Ended June 30, 2023, 2022 and 2021\n52\nConsolidated Statements of Comprehensive Income/(Loss) for the Fiscal Years Ended June 30, 2023, 2022 and 2021\n53\nConsolidated Balance Sheets at June 30, 2023 and 2022\n54\nConsolidated Statements of Shareholders\u2019 Equity/(Deficit) for the Fiscal Years Ended June 30, 2023, 2022 and 2021\n55\nConsolidated Statements of Cash Flows for the Fiscal Years Ended June 30, 2023, 2022 and 2021\n56\nNotes to Consolidated Financial Statements\n57\nCardinal Health \n|\n Fiscal 2023 Form 10-K\n51", + "fe03051b-9c7b-4595-a96d-aead73158961": "Financial Statements\nConsolidated Statements of Earnings/(Loss)\n(in millions, except per common share amounts)\n2023\n2022\n2021\nRevenue\n$\n205,012\n \n$\n181,364\n \n$\n162,467\n \nCost of products sold\n198,123\n \n174,819\n \n155,689\n \nGross margin\n6,889\n \n6,545\n \n6,778\n \nOperating expenses:\nDistribution, selling, general and administrative expenses\n4,834\n \n4,557\n \n4,533\n \nRestructuring and employee severance\n95\n \n101\n \n114\n \nAmortization and other acquisition-related costs\n285\n \n324\n \n451\n \nImpairments and (gain)/loss on disposal of assets, net\n1,250\n \n2,050\n \n79\n \nLitigation (recoveries)/charges, net\n(\n302\n)\n109\n \n1,129\n \nOperating earnings/(loss)\n727\n \n(\n596\n)\n472\n \nOther (income)/expense, net\n(\n4\n)\n16\n \n(\n47\n)\nInterest expense, net\n93\n \n149\n \n180\n \nLoss on early extinguishment of debt\n\u2014\n \n10\n \n14\n \n(Gain)/Loss on sale of equity interest in naviHealth\n\u2014\n \n(\n2\n)\n2\n \nEarnings/(loss) before income taxes\n638\n \n(\n769\n)\n323\n \nProvision for/(benefit from) income taxes\n376\n \n163\n \n(\n289\n)\nNet earnings/(loss)\n262\n \n(\n932\n)\n612\n \nLess: Net earnings attributable to noncontrolling interests\n(\n1\n)\n(\n1\n)\n(\n1\n)\nNet earnings/(loss) attributable to Cardinal Health, Inc.\n$\n261\n \n$\n(\n933\n)\n$\n611\n \nEarnings/(loss) per common share attributable to Cardinal Health, Inc.\nBasic\n$\n1.00\n \n$\n(\n3.35\n)\n$\n2.09\n \nDiluted\n1.00\n \n(\n3.35\n)\n2.08\n \nWeighted-average number of common shares outstanding:\nBasic\n261\n279\n292\nDiluted\n262\n279\n294\nThe accompanying notes are an integral part of these consolidated statements.\n \n52\nCardinal Health \n| \nFiscal 2023 Form 10-K", + "3fb16767-1855-4fec-a1ad-be40d1f8e45d": "Financial Statements\nConsolidated Statements of Comprehensive Income/(Loss)\n(in millions)\n2023\n2022\n2021\nNet earnings/(loss)\n$\n262\n \n$\n(\n932\n)\n$\n612\n \nOther comprehensive income/(loss):\nForeign currency translation adjustments and other\n(\n35\n)\n(\n56\n)\n46\n \nNet unrealized gain/(loss) on derivative instruments, net of tax\n(\n2\n)\n(\n24\n)\n24\n \nTotal other comprehensive income/(loss), net of tax\n(\n37\n)\n(\n80\n)\n70\n \nTotal comprehensive income/(loss)\n225\n \n(\n1,012\n)\n682\n \nLess: comprehensive income attributable to noncontrolling interests\n(\n1\n)\n(\n1\n)\n(\n1\n)\nTotal comprehensive income/(loss) attributable to Cardinal Health, Inc.\n$\n224\n \n$\n(\n1,013\n)\n$\n681\n \nThe accompanying notes are an integral part of these consolidated statements.\nCardinal Health \n|\n Fiscal 2023 Form 10-K\n53", + "808ba214-0b38-4b03-834b-3f7f96db1151": "Financial Statements\nConsolidated Balance Sheets\nJune 30\n(in millions)\n2023\n2022\nAssets\nCurrent assets:\nCash and equivalents\n$\n4,043\n \n$\n4,717\n \nTrade receivables, net\n11,344\n \n10,561\n \nInventories, net\n15,940\n \n15,636\n \nPrepaid expenses and other\n2,362\n \n2,021\n \nAssets held for sale\n144\n \n\u2014\n \nTotal current assets\n33,833\n \n32,935\n \nProperty and equipment, net\n2,462\n \n2,361\n \nGoodwill and other intangibles, net\n6,081\n \n7,629\n \nOther assets\n1,041\n \n953\n \nTotal assets\n$\n43,417\n \n$\n43,878\n \nLiabilities and Shareholders\u2019 Deficit\nCurrent liabilities:\nAccounts payable\n$\n29,813\n \n$\n27,128\n \nCurrent portion of long-term obligations and other short-term borrowings\n792\n \n580\n \nOther accrued liabilities\n3,059\n \n2,842\n \nLiabilities related to assets held for sale\n42\n \n\u2014\n \nTotal current liabilities\n33,706\n \n30,550\n \nLong-term obligations, less current portion\n3,909\n \n4,735\n \nDeferred income taxes and other liabilities\n8,653\n \n9,299\n \nShareholders\u2019 deficit:\nPreferred shares, without par value:\nAuthorized\u2014\n500\n thousand\n shares, Issued\u2014\nnone\n\u2014\n \n\u2014\n \nCommon shares, without par value:\nAuthorized\u2014\n755\n million shares, Issued\u2014 \n327\n million shares at \nJune 30, 2023\n and 2022\n2,747\n \n2,813\n \nAccumulated deficit\n(\n534\n)\n(\n280\n)\nCommon shares in treasury, at cost: \n76\n million \nshares and \n54\n million shares at \nJune 30, 2023\n and 2022, respectively\n(\n4,914\n)\n(\n3,128\n)\nAccumulated other comprehensive loss\n(\n151\n)\n(\n114\n)\nTotal Cardinal Health, Inc. shareholders' deficit\n(\n2,852\n)\n(\n709\n)\nNoncontrolling interests\n1\n \n3\n \nTotal shareholders\u2019 deficit\n(\n2,851\n)\n(\n706\n)\nTotal liabilities and shareholders\u2019 deficit\n$\n43,417\n \n$\n43,878\n \nThe accompanying notes are an integral part of these consolidated statements.\n \n54\nCardinal Health \n| \nFiscal 2023 Form 10-K", + "aebee148-b4ca-4de0-990f-4c230e092660": "Financial Statements\nConsolidated Statements of Shareholders' Equity/(Deficit)\nCommon Shares\nTreasury Shares\nAccumulated\nOther\nComprehensive\nLoss\nNoncontrolling\nInterests\nTotal\nShareholders\u2019\nEquity/(Deficit)\n(in millions)\nShares\nIssued\nAmount\nRetained\nEarnings/(Accumulated\nDeficit)\nShares\nAmount\nBalance at June 30, 2020\n327\n \n$\n2,789\n \n$\n1,170\n \n(\n35\n)\n$\n(\n2,066\n)\n$\n(\n104\n)\n$\n3\n \n$\n1,792\n \nNet earnings\n611\n \n1\n \n612\n \nOther comprehensive income, net of tax\n70\n \n70\n \nEmployee stock plans activity, net of\nshares withheld for employee taxes\n\u2014\n \n17\n \n3\n \n80\n \n97\n \nShare repurchase program activity\n(\n4\n)\n(\n200\n)\n(\n200\n)\nDividends declared\n(\n576\n)\n(\n576\n)\nOther\n(\n1\n)\n(\n1\n)\nBalance at June 30, 2021\n327\n \n2,806\n \n1,205\n \n(\n36\n)\n(\n2,186\n)\n(\n34\n)\n3\n \n1,794\n \nNet earnings/(loss)\n(\n933\n)\n1\n \n(\n932\n)\nOther comprehensive loss, net of tax\n(\n80\n)\n(\n80\n)\nEmployee stock plans activity, net of\nshares withheld for employee taxes\n\u2014\n \n7\n \n2\n \n58\n \n65\n \nShare repurchase program activity\n(\n20\n)\n(\n1,000\n)\n(\n1,000\n)\nDividends declared\n(\n552\n)\n(\n552\n)\nOther\n(\n1\n)\n(\n1\n)\nBalance at June 30, 2022\n327\n \n2,813\n \n(\n280\n)\n(\n54\n)\n(\n3,128\n)\n(\n114\n)\n3\n \n(\n706\n)\nNet earnings\n261\n \n1\n \n262\n \nOther comprehensive loss, net of tax\n(\n37\n)\n(\n37\n)\nPurchase of noncontrolling interests\n(\n3\n)\n(\n3\n)\nEmployee stock plans activity, net of\nshares withheld for employee taxes\n\u2014\n \n(\n66\n)\n3\n \n121\n \n55\n \nShare repurchase program activity\n(\n25\n)\n(\n1,907\n)\n(\n1,907\n)\nDividends declared\n(\n515\n)\n(\n515\n)\nBalance at June 30, 2023\n327\n \n$\n2,747\n \n$\n(\n534\n)\n(\n76\n)\n$\n(\n4,914\n)\n$\n(\n151\n)\n$\n1\n \n$\n(\n2,851\n)\nThe accompanying notes are an integral part of these consolidated statements.\nCardinal Health \n|\n Fiscal 2023 Form 10-K\n55", + "20038388-0b68-4f5a-869d-07a305ec6a38": "Financial Statements\nConsolidated Statements of Cash Flows\n(in millions)\n2023\n2022\n2021\nCash flows from operating activities:\nNet earnings/(loss)\n$\n262\n \n$\n(\n932\n)\n$\n612\n \nAdjustments to reconcile net earnings/(loss) to net cash provided by operating activities:\nDepreciation and amortization\n692\n \n692\n \n783\n \nImpairments and loss on sale of other investments\n7\n \n24\n \n\u2014\n \nImpairments and (gain)/loss on disposal of assets, net\n1,250\n \n2,050\n \n79\n \n(Gain)/Loss on sale of equity interest in naviHealth\n\u2014\n \n(\n2\n)\n2\n \nLoss on early extinguishment of debt\n\u2014\n \n10\n \n14\n \nShare-based compensation\n96\n \n81\n \n89\n \nProvision for/(benefit from) deferred income taxes\n(\n31\n)\n7\n \n496\n \nProvision for bad debts\n99\n \n68\n \n65\n \nChange in operating assets and liabilities, net of effects from acquisitions and divestitures:\nIncrease in trade receivables\n(\n947\n)\n(\n1,526\n)\n(\n904\n)\nIncrease in inventories\n(\n340\n)\n(\n1,071\n)\n(\n1,584\n)\nIncrease in accounts payable\n2,718\n \n3,428\n \n2,325\n \nOther accrued liabilities and operating items, net\n(\n967\n)\n293\n \n452\n \nNet cash provided by operating activities\n2,839\n \n3,122\n \n2,429\n \nCash flows from investing activities:\nAdditions to property and equipment\n(\n481\n)\n(\n387\n)\n(\n400\n)\nProceeds from divestitures, net of cash sold\n\u2014\n \n923\n \n\u2014\n \nAcquisition of subsidiaries, net of cash acquired\n(\n10\n)\n(\n22\n)\n(\n3\n)\nProceeds from disposal of property and equipment\n12\n \n31\n \n\u2014\n \nPurchase of other investments\n(\n7\n)\n(\n78\n)\n(\n22\n)\nProceeds from sale of investments\n3\n \n29\n \n47\n \nProceeds from net investment hedge terminations\n29\n \n71\n \n\u2014\n \nNet cash provided by/(used in) investing activities\n(\n454\n)\n567\n \n(\n378\n)\nCash flows from financing activities:\nPurchase of noncontrolling interests\n(\n3\n)\n\u2014\n \n\u2014\n \nProceeds from interest rate swap terminations\n\u2014\n \n\u2014\n \n18\n \nReduction of long-term obligations\n(\n579\n)\n(\n885\n)\n(\n570\n)\nNet tax proceeds/(withholding) from share-based compensation\n56\n \n(\n19\n)\n8\n \nDividends on common shares\n(\n525\n)\n(\n559\n)\n(\n573\n)\nPurchase of treasury shares\n(\n2,000\n)\n(\n1,000\n)\n(\n200\n)\nNet cash used in financing activities\n(\n3,051\n)\n(\n2,463\n)\n(\n1,317\n)\nEffect of exchange rates changes on cash and equivalents\n(\n8\n)\n(\n25\n)\n11\n \nCash reclassified from/(to) assets held for sale\n\u2014\n \n109\n \n(\n109\n)\nNet increase/(decrease) in cash and equivalents\n(\n674\n)\n1,310\n \n636\n \nCash and equivalents at beginning of period\n4,717\n \n3,407\n \n2,771\n \nCash and equivalents at end of period\n$\n4,043\n \n$\n4,717\n \n$\n3,407\n \nSupplemental Information:\nCash payments for interest\n$\n203\n \n$\n153\n \n$\n182\n \nNet cash payments/(refunds) for income taxes\n156\n \n(\n766\n)\n273\n \nThe accompanying notes are an integral part of these consolidated statements.\n \n56\nCardinal Health \n| \nFiscal 2023 Form 10-K", + "2d72c883-6fce-48df-830f-ad7ece72e737": "Notes to Financial Statements\nNotes to Consolidated Financial Statements\n1. Basis of Presentation and Summary of Significant\nAccounting Policies\nCardinal Health, Inc. is a global healthcare services and products\ncompany providing customized solutions for hospitals, healthcare\nsystems, pharmacies, ambulatory surgery centers, clinical laboratories\nand physician offices. We provide pharmaceuticals and medical products\nand cost-effective solutions that enhance supply chain efficiency.\nReferences to \u201cwe,\u201d \u201cour,\u201d \"us,\" and similar pronouns in these\nconsolidated financial statements are to Cardinal Health, Inc. and its\nmajority-owned or controlled subsidiaries, unless the context otherwise\nrequires.\nOur fiscal year ends on June 30. References to fiscal 2023, 2022 and\n2021 in these consolidated financial statements are to the fiscal years\nended June 30, 2023, 2022 and 2021, respectively.\nBasis of Presentation\nOur consolidated financial statements include the accounts of all\nmajority-owned or controlled subsidiaries, and all significant\nintercompany transactions and amounts have been eliminated. The\nresults of businesses acquired or disposed of are included in the\nconsolidated financial statements from the date of the acquisition or up to\nthe date of disposal, respectively. Certain prior year amounts have been\nreclassified to conform to the current year presentation.\nUse of Estimates\nOur consolidated financial statements are prepared in accordance with\naccounting principles generally accepted in the United States (\u201cGAAP\u201d).\nThe preparation of financial statements in conformity with GAAP requires\nus to make estimates, judgments and assumptions that affect the\namounts reported in the consolidated financial statements and\naccompanying notes. Estimates, judgments and assumptions are used\nin the accounting and disclosure related to, among other items,\nallowance for doubtful accounts, inventory valuation and reserves,\ngoodwill and other intangible asset impairment, vendor reserves, loss\ncontingencies (including product liability and self-insurance accruals) and\nincome taxes. Actual amounts may differ from these estimated amounts.\nCash Equivalents\nWe consider liquid investments purchased with an initial maturity of three\nmonths or less to be cash equivalents. The carrying value of cash\nequivalents approximates fair value.\nReceivables and Allowance for Doubtful Accounts\nTrade receivables are presented net of an allowance for doubtful accounts\nof $\n299\n million and $\n273\n million at June 30, 2023 and 2022, respectively.\nAn account is considered past due on the first day after its due date. In\naccordance with contract terms, we generally have the ability to charge\ncustomers service fees or higher prices if an account is considered past\ndue. We regularly monitor past due accounts and establish appropriate\nreserves to cover potential losses, and consider historical experience,\npricing\ndiscrepancies, the current economic environment, customer credit ratings\nor bankruptcies and reasonable and supportable forecasts to develop our\nallowance for credit losses. We review these factors quarterly to\ndetermine if any adjustments are needed to the allowance. We write off\nany amounts deemed uncollectible against the established allowance for\ndoubtful accounts.\nWe provide financing to various customers. Such financing arrangements\nrange from \n1\n year to \n5\n years at interest rates that are generally subject to\nfluctuation. Interest income on these arrangements is recognized as it is\nearned. The financings may be collateralized, guaranteed by third parties\nor unsecured. Finance notes, net and related accrued interest were $\n56\nmillion (current portion $\n9\n million) and $\n63\n million (current portion $\n12\nmillion) at June 30, 2023 and 2022, respectively, and are included in other\nassets (current portion is included in prepaid expenses and other) in the\nconsolidated balance sheets. Finance notes receivable allowance for\ndoubtful accounts were $\n6\n million and $\n8\n million at June 30, 2023 and\n2022, respectively. We estimate an allowance for these financing\nreceivables based on historical collection rates and the creditworthiness\nof the customer. We write off any amounts deemed uncollectible against\nthe established allowance for doubtful accounts.\nConcentrations of Credit Risk\nWe maintain cash depository accounts with major banks, and we invest\nin high quality, short-term liquid instruments, and in marketable\nsecurities. Our short-term liquid instruments mature within three months\nand we have not historically incurred any related losses.\nOur trade receivables and finance notes and related accrued interest are\nexposed to a concentration of credit risk with certain large customers and\nwith customers in the retail and healthcare sectors.", + "1fa5cafa-cd12-403a-9997-a169ad606b4a": "Finance notes receivable allowance for\ndoubtful accounts were $\n6\n million and $\n8\n million at June 30, 2023 and\n2022, respectively. We estimate an allowance for these financing\nreceivables based on historical collection rates and the creditworthiness\nof the customer. We write off any amounts deemed uncollectible against\nthe established allowance for doubtful accounts.\nConcentrations of Credit Risk\nWe maintain cash depository accounts with major banks, and we invest\nin high quality, short-term liquid instruments, and in marketable\nsecurities. Our short-term liquid instruments mature within three months\nand we have not historically incurred any related losses.\nOur trade receivables and finance notes and related accrued interest are\nexposed to a concentration of credit risk with certain large customers and\nwith customers in the retail and healthcare sectors. Credit risk can be\naffected by changes in reimbursement and other economic pressures\nimpacting the healthcare industry. With respect to customers in the retail\nand healthcare sectors, such credit risk is limited due to supporting\ncollateral and the diversity of the customer base, including its wide\ngeographic dispersion. We perform regular credit evaluations of our\ncustomers\u2019 financial conditions and maintain reserves for losses through\nthe established allowance for doubtful accounts. Historically, such losses\nhave been within our expectations. Refer to the \"Receivables and\nAllowance for Doubtful Accounts\" section within this Note for additional\ninformation on the accounting treatment of reserves for allowance for\ndoubtful accounts.\nMajor Customers\nCVS Health Corporation (\"CVS Health\") and OptumRx, are our only\ncustomers that individually account for at least 10 percent of revenue and\ngross trade receivables. These customers are primarily serviced through\nour Pharmaceutical segment.\nCardinal Health \n|\n Fiscal 2023 Form 10-K\n57", + "ecf65508-5439-446b-b82f-59e188464e01": "Notes to Financial Statements\nThe following table summarizes historical percent of revenue and gross\ntrade receivables from CVS Health and OptumRx:\nPercent of Revenue\nPercent of Gross\nTrade Receivables at\nJune 30\n2023\n2022\n2021\n2023\n2022\nCVS Health\n25\n \n%\n25\n \n%\n26\n \n%\n23\n \n%\n24\n \n%\nOptumRx\n16\n \n%\n16\n \n%\n15\n \n%\n6\n \n%\n4\n \n%\nWe have entered into agreements with group purchasing organizations\n(\u201cGPOs\u201d) which act as purchasing agents that negotiate vendor contracts\non behalf of their members. Vizient, Inc. and Premier, Inc. are our \ntwo\nlargest GPO member relationships in terms of revenue. Sales to\nmembers of these \ntwo\n GPOs collectively accounted for \n16\n percent, \n19\npercent and \n19\n percent of revenue for fiscal 2023, 2022 and 2021,\nrespectively. Our trade receivable balances are with individual members of\nthe GPO, and therefore no significant concentration of credit risk exists\nwith these types of arrangements\n.\nInventories\nA portion of our inventories (\n55\n percent and \n52\n percent at June 30, 2023\nand 2022, respectively) are valued at the lower of cost, using the last-in,\nfirst-out (\"LIFO\") method, or market. These inventories are included within\nthe core pharmaceutical distribution facilities of our Pharmaceutical\nsegment (\u201cdistribution facilities\u201d) and are primarily merchandise\ninventories. The LIFO method presumes that the most recent inventory\npurchases are the first items sold, so LIFO helps us better match current\ncosts and revenue. We believe that the average cost method of inventory\nvaluation provides a reasonable approximation of the current cost of\nreplacing inventory within the distribution facilities. As such, the LIFO\nreserve is the difference between (a) inventory at the lower of LIFO cost or\nmarket and (b) inventory at replacement cost determined using the\naverage cost method of inventory valuation.\nAt June 30, 2023 and 2022, respectively, inventories valued at LIFO cost\nwere $\n476\n million and\n \n$\n416\n million higher than the average cost value.\nWe do not record inventories in excess of replacement cost. As such, we\ndid not write-up the value of our inventory from average cost to LIFO cost\nat June 30, 2023 or 2022.\nOur remaining inventory, including inventory in our Medical segment and\ncertain inventory in our Pharmaceutical segment, that is not valued at the\nlower of LIFO cost or market is stated at the lower of cost, using the first-\nin, first-out method, or net realizable value. Net realizable value is defined\nas the estimated selling prices and estimated sales demand in the\nordinary course of business, less reasonably predictable costs of\ncompletion, disposal and transportation. During fiscal 2021 we recorded a\nreserve of $\n197\n million, primarily related to certain categories of gloves, to\nreduce the carrying value of certain personal protective equipment to its\nnet realizable value.\nWe reserve for inventory obsolescence using estimates based on\nhistorical experience, historical and projected sales trends,\nspecific categories of inventory, age and expiration dates of on-\nhand inventory and manufacturer return policies. Inventories presented in\nthe consolidated balance sheets are net of reserves for excess and\nobsolete inventory which were $\n139\n million and $\n147\n million at June 30,\n2023 and 2022, respectively.\nCash Discounts\nManufacturer cash discounts are recorded as a component of inventory\ncost and recognized as a reduction of cost of products sold as inventory\nis sold.\nProperty and Equipment\nProperty and equipment are carried at cost less accumulated\ndepreciation. Property and equipment held for sale are recorded at the\nlower of cost less accumulated depreciation before the decision to\ndispose of the asset was made or fair value less cost to sell. When\ncertain events or changes in operating conditions occur, an impairment\nassessment may be performed on the recoverability of the carrying\namounts.\nWe capitalize project costs relating to computer software developed or\nobtained for internal use when the activities related to the project reach\nthe application stage. Costs that are associated with the preliminary\nstage activities, training, maintenance and all other post-implementation\nstage activities are expensed as they are incurred.\nDepreciation expense is computed using the straight-line method over the\nestimated useful lives of the assets, including finance lease assets which\nare depreciated over the terms of their respective leases.", + "e9128a41-814b-4317-9034-66c7dd1bde21": "Property and Equipment\nProperty and equipment are carried at cost less accumulated\ndepreciation. Property and equipment held for sale are recorded at the\nlower of cost less accumulated depreciation before the decision to\ndispose of the asset was made or fair value less cost to sell. When\ncertain events or changes in operating conditions occur, an impairment\nassessment may be performed on the recoverability of the carrying\namounts.\nWe capitalize project costs relating to computer software developed or\nobtained for internal use when the activities related to the project reach\nthe application stage. Costs that are associated with the preliminary\nstage activities, training, maintenance and all other post-implementation\nstage activities are expensed as they are incurred.\nDepreciation expense is computed using the straight-line method over the\nestimated useful lives of the assets, including finance lease assets which\nare depreciated over the terms of their respective leases. We generally\nuse the following range of useful lives for our property and equipment\ncategories: buildings and improvements\u2014\n3\n to \n39\n years; machinery and\nequipment\u2014\n3\n to \n20\n years; capitalized software held for internal use\u2014\n3\n to\n7\n years; and furniture and fixtures\u2014\n3\n to \n7\n years. We recorded\ndepreciation and amortization of capitalized software of $\n441\n million,\n$\n412\n million and $\n377\n million for fiscal 2023, 2022 and 2021, respectively.\nThe following table presents the components of property and equipment,\nnet at June 30:\n(in millions)\n2023\n2022\nLand, building and improvements\n$\n1,785\n \n$\n1,724\n \nMachinery and equipment\n2,206\n \n2,114\n \nCapitalized software held for internal use\n1,687\n \n1,562\n \nFurniture and fixtures\n125\n \n125\n \nConstruction in progress\n516\n \n358\n \nTotal property and equipment, at cost\n6,319\n \n5,883\n \nAccumulated depreciation and amortization\n(\n3,857\n)\n(\n3,522\n)\nProperty and equipment, net\n$\n2,462\n \n$\n2,361\n \nRepairs and maintenance expenditures are expensed as incurred.\nInterest on long-term projects is capitalized using a rate that\napproximates the weighted-average interest rate on long-term obligations,\nwhich was \n5\n percent at June 30, 2023. The amount of capitalized interest\nwas immaterial for all periods presented.\n \n58\nCardinal Health \n| \nFiscal 2023 Form 10-K", + "a5ac2fff-9953-4bd0-95fb-2f8dbcf9a57a": "Notes to Financial Statements\nGoodwill and Other Intangible Assets\nPurchased goodwill and intangible assets with indefinite lives are not\namortized, but instead are tested for impairment annually or when\nindicators of impairment exist.\nPurchased goodwill is tested for impairment at least annually. Qualitative\nfactors are first assessed to determine if it is more likely than not that the\nfair value of a reporting unit is less than its carrying amount. There is an\noption to bypass the qualitative assessment for any reporting unit in any\nperiod and proceed directly to performing the quantitative goodwill\nimpairment test. We have elected to bypass the qualitative assessment\nfor our annual goodwill impairment test in the current year. The\nquantitative goodwill impairment test involves a comparison of the\nestimated fair value of the reporting unit to the respective carrying\namount.\nGoodwill impairment testing involves judgment, including the identification\nof reporting units, qualitative evaluation of events and circumstances to\ndetermine if it is more likely than not that an impairment exists, and, if\nnecessary, the estimation of the fair value of the applicable reporting unit.\nWe have \ntwo\n operating segments, which are the same as our reportable\nsegments: Pharmaceutical and Medical. These operating segments are\ncomprised of divisions (components), for which discrete financial\ninformation is available. Components are aggregated into reporting units\nfor purposes of goodwill impairment testing to the extent that they share\nsimilar economic characteristics. Our reporting units are: Pharmaceutical\noperating segment (excluding our Nuclear and Precision Health Solutions\ndivision); Nuclear and Precision Health Solutions division; Medical\noperating segment (excluding our Cardinal Health at-Home Solutions\ndivision) (\u201cMedical Unit\u201d); and Cardinal Health at-Home Solutions division.\nFair value can be determined using market, income or cost-based\napproaches. Our determination of estimated fair value of the reporting\nunits is based on a combination of the income-based and market-based\napproaches. Under the income-based approach, we use a discounted\ncash flow model in which cash flows anticipated over several future\nperiods, plus a terminal value at the end of that time horizon, are\ndiscounted to their present value using an appropriate risk-adjusted rate\nof return. We use our internal forecasts to estimate future cash flows,\nwhich we believe are consistent with those of a market participant, and\ninclude an estimate of long-term growth rates based on our most recent\nviews of the long-term outlook for each reporting unit. Actual results may\ndiffer materially from those used in our forecasts. We use discount rates\nthat are commensurate with the risks and uncertainty inherent in the\nrespective reporting units and in our internally-developed forecasts. During\nfiscal 2023, discount rates used in our reporting unit valuations ranged\nfrom \n9.5\n to \n11\n percent. Under the market-based guideline public company\nmethod, we determine fair value by comparing our reporting units to\nsimilar businesses or guideline companies whose securities are actively\ntraded in public markets. We also use the guideline transaction method\nto determine fair value based on pricing multiples derived from the sale of\ncompanies that are similar to our reporting units. To further\nconfirm fair value, we compare the aggregate fair value of our reporting\nunits to our total market capitalization. Estimating the fair value of\nreporting units requires the use of estimates and significant judgments\nthat are based on a number of factors including forecasted operating\nresults. The use of alternate estimates and assumptions or changes in\nthe industry or peer groups could materially affect the determination of fair\nvalue for each reporting unit and potentially result in goodwill impairment.\nWe performed annual impairment testing in fiscal 2023, 2022 and 2021\nand concluded that there were no impairments of goodwill for\nPharmaceutical operating segment (excluding our Nuclear and Precision\nHealth Solutions division); Nuclear and Precision Health Solutions\ndivision; and Cardinal Health at-Home Solutions division as the estimated\nfair value of each reporting unit exceeded its carrying value. As discussed\nfurther in \nNote 4\n, during fiscal 2023 and 2022, we recognized goodwill\nimpairment charges related to our Medical Unit of $\n1.2\n billion and\n$\n2.1\n billion, respectively, which are included in impairments and\n(gain)/loss on disposal of assets, net in our consolidated statements of\nearnings. There were tax benefits related to these goodwill impairment\ncharges. See \nNote 8\n for additional information.", + "bbee3bcd-c393-4f2d-87ec-f40cdd99bc46": "We performed annual impairment testing in fiscal 2023, 2022 and 2021\nand concluded that there were no impairments of goodwill for\nPharmaceutical operating segment (excluding our Nuclear and Precision\nHealth Solutions division); Nuclear and Precision Health Solutions\ndivision; and Cardinal Health at-Home Solutions division as the estimated\nfair value of each reporting unit exceeded its carrying value. As discussed\nfurther in \nNote 4\n, during fiscal 2023 and 2022, we recognized goodwill\nimpairment charges related to our Medical Unit of $\n1.2\n billion and\n$\n2.1\n billion, respectively, which are included in impairments and\n(gain)/loss on disposal of assets, net in our consolidated statements of\nearnings. There were tax benefits related to these goodwill impairment\ncharges. See \nNote 8\n for additional information.\nThe impairment test for indefinite-lived intangibles other than goodwill\ninvolves first assessing qualitative factors to determine if it is more likely\nthan not that the fair value of the indefinite-lived intangible asset is less\nthan its carrying amount. If so, then a quantitative test is performed to\ncompare the estimated fair value of the indefinite-lived intangible asset to\nthe respective asset's carrying amount. Our qualitative evaluation requires\nthe use of estimates and significant judgments and considers the weight\nof evidence and significance of all identified events and circumstances\nand most relevant drivers of fair value, both positive and negative, in\ndetermining whether it is more likely than not that the fair value of the\nindefinite-lived intangible asset is less than its carrying amount.\nIntangible assets with finite lives, primarily customer relationships;\ntrademarks, trade names and patents; and developed technology, are\namortized using a combination of straight-line and accelerated methods\nbased on the expected cash flows from the assets over their estimated\nuseful lives. We review intangible assets with finite lives for impairment\nwhenever events or changes in circumstances indicate that the related\ncarrying amounts may not be recoverable. Determining whether an\nimpairment loss occurred requires a comparison of the carrying amount\nto the sum of the future forecasted undiscounted cash flows expected to\nbe generated by the asset group. Actual results may differ materially from\nthose used in our forecasts.\nAssets Held for Sale\nWe classify assets and liabilities (the \u201cdisposal group\u201d) as held for sale\nwhen management commits to a plan to sell the disposal group in its\npresent condition and at a price that is reasonable in relation to its\ncurrent fair value. We also consider whether an active program to locate a\nbuyer has been initiated and if it is probable that the sale will occur within\none year without significant changes to the plan to sell. Upon\nclassification of the disposal\nCardinal Health \n|\n Fiscal 2023 Form 10-K\n59", + "3bae936c-60b4-4610-be87-39bc7352cb16": "Notes to Financial Statements\ngroup as held for sale, we test the assets for impairment and cease\nrelated depreciation and amortization.\nOn June 5, 2023, we signed a definitive agreement to contribute our\nOutcomes\u2122 business to Transaction Data Systems (TDS), a portfolio\ncompany of BlackRock Long Term Private Capital and GTCR, in\nexchange for a minority stake in the combined entity. Upon signing the\nagreement, we met the criteria for the related assets and liabilities of the\nOutcomes\u2122 business to be classified as held for sale. The transaction\nclosed on July 10, 2023. See \nNote 2\n for additional information.\nInvestments\nInvestments in non-marketable equity securities are accounted for under\nthe fair value, equity or net asset value method of accounting and are\nincluded in other assets in the consolidated balance sheets. For equity\nsecurities without a readily determinable fair value, we use the fair value\nmeasurement alternative and measure the securities at cost less\nimpairment, if any, including adjustments for observable price changes in\norderly transactions for an identical or similar investment of the same\nissuer. For investments in which we can exercise significant influence but\ndo not control, we use the equity method of accounting. Our share of the\nearnings and losses are recorded in other (income)/expense, net in the\nconsolidated statements of earnings/(loss). We monitor our investments\nfor impairment by considering factors such as the operating performance\nof the investment and current economic and market conditions.\nLeases\nOur leases are primarily for corporate offices, distribution facilities,\nvehicles and equipment. We determine if an arrangement is a lease at its\ninception by evaluating whether the arrangement conveys the right to use\nan identified asset and whether we obtain substantially all of the\neconomic benefits from and have the ability to direct the use of the asset.\nOur lease agreements generally do not contain any material residual\nvalue guarantees or material restrictive covenants.\nOperating lease right-of-use assets and corresponding operating lease\nliabilities are recognized in our consolidated balance sheets at lease\ncommencement date based on the present value of lease payments over\nthe lease term. Operating lease expense for operating lease assets is\nrecognized on a straight-line basis over the lease term. As most of our\nleases do not provide an implicit rate, we use our collateralized\nincremental borrowing rate based on the information available at the lease\ncommencement date in determining the present value of lease payments.\nWe use the implicit rate if it is readily determinable.\nOur lease agreements contain lease components and non-lease\ncomponents. For all asset classes, we have elected to account for both\nof these components as a single lease component. We also, from time to\ntime, sublease portions of our real estate property, resulting in sublease\nincome. Sublease income and the related assets and cash flows are not\nmaterial to the consolidated financial statements at or for the fiscal years\nended June 30, 2023, 2022 and 2021.\nWe apply a practical expedient for short-term leases whereby we do not\nrecognize a lease liability and right-of-use asset for leases with a term of\nless than 12 months. Short-term lease expense recognized in fiscal\n2023, 2022 and 2021 was immaterial.\nOur leases have remaining lease terms from less than \n1\n year up to\napproximately \n20\n years. Our lease terms may include options to extend\nor terminate the lease when it is reasonably certain and there is a\nsignificant economic incentive to exercise that option.\nSee \nNote 5\n for additional information regarding leases.\nVendor Reserves\nIn the ordinary course of business, our vendors may dispute deductions\ntaken against payments otherwise due to them or assert other disputes.\nThese disputes are researched and resolved based upon the findings of\nthe research performed. At any given time, there are outstanding items in\nvarious stages of research and resolution. In determining appropriate\nreserves for areas of exposure with our vendors, we assess historical\nexperience and current outstanding claims. We have established various\nlevels of reserves based on the type of claim and status of review. Though\nthe claim types are relatively consistent, we periodically update our\nreserve estimates to reflect actual historical experience. The ultimate\noutcome of certain claims may be different than our original estimate and\nmay require an adjustment. Adjustments to vendor reserves are included\nin cost of products sold. In addition, the reserve balance will fluctuate due\nto variations of outstanding claims from period-to-period, timing of\nsettlements and specific vendor issues.", + "4e857ea1-81ac-49c7-9aa0-61c02fd86acf": "These disputes are researched and resolved based upon the findings of\nthe research performed. At any given time, there are outstanding items in\nvarious stages of research and resolution. In determining appropriate\nreserves for areas of exposure with our vendors, we assess historical\nexperience and current outstanding claims. We have established various\nlevels of reserves based on the type of claim and status of review. Though\nthe claim types are relatively consistent, we periodically update our\nreserve estimates to reflect actual historical experience. The ultimate\noutcome of certain claims may be different than our original estimate and\nmay require an adjustment. Adjustments to vendor reserves are included\nin cost of products sold. In addition, the reserve balance will fluctuate due\nto variations of outstanding claims from period-to-period, timing of\nsettlements and specific vendor issues. Vendor reserves were $\n117\nmillion and $\n105\n million at June 30, 2023 and 2022 respectively,\nexcluding third-party returns. See \"Third-Party Returns\" section within\nthis Note for a description of third-party returns.\nDistribution Services Agreement and Other Vendor\nFees\nOur Pharmaceutical segment recognizes fees received from distribution\nservices agreements and other fees received from vendors related to the\npurchase or distribution of the vendors\u2019 inventory when those fees have\nbeen earned and we are entitled to payment. Since the benefit provided to\na vendor is related to the purchase and distribution of the vendor\u2019s\ninventory, we recognize the fees as a reduction in the carrying value of\nthe inventory that generated the fees, and as such, a reduction of cost of\nproducts sold in our consolidated statements of earnings/(loss) when the\ninventory is sold.\nLoss Contingencies and Self-Insurance\nLoss Contingencies\nWe accrue for contingencies related to disputes, litigation and regulatory\nmatters if it is probable that a liability has been incurred and the amount\nof the loss can be reasonably estimated.\nIn connection with the opioid litigation as described further in the \nNote 7\n,\nwe recorded pre-tax charges of $\n1.17\n billion\n \nduring fiscal 2021, which\nwere retained at Corporate. In February 2022, we and two other national\ndistributors announced that each company had determined that a\nsufficient number of political subdivisions had agreed to participate in the\npreviously disclosed settlement\n \n60\nCardinal Health \n| \nFiscal 2023 Form 10-K", + "360ceff2-4357-477f-9521-5d25530dd4f8": "Notes to Financial Statements\nagreement (the \"National Opioid Settlement Agreement\") to settle the\nvast majority of the opioid lawsuits filed by states and local governmental\nentities. This National Opioid Settlement Agreement became effective on\nApril 2, 2022.\nWe develop and periodically update reserve estimates for all litigation\nmatters, including the Cordis OptEase and TrapEase inferior vena cava\n(\"IVC\") claims received to date and expected to be received in the future\nand related costs. To project future IVC claim costs, we use a\nmethodology based largely on recent experience, including claim filing\nrates, blended average payout influenced by claim severity, historical\nsales data, implant and injury to report lag patterns and estimated\ndefense costs.\nThe amount of ultimate loss may differ materially from these estimates.\nWe recognize these estimated loss contingencies, income from favorable\nresolution of litigation and certain defense costs in litigation\n(recoveries)/charges in our consolidated statements of earnings/(loss).\nSee \nNote 7\n for additional information regarding loss contingencies and\nproduct liability lawsuits.\nSelf-Insurance\nWe self-insure for employee healthcare, general liability, certain product\nliability matters, auto liability, property and workers' compensation. Self-\ninsurance accruals include an estimate for expected settlements or\npending claims, defense costs, administrative fees, claim adjustment\ncosts and an estimate for claims incurred but not reported.\nBecause these matters are inherently unpredictable and unfavorable\ndevelopments or resolutions can occur, assessing contingencies and\nother liabilities is highly subjective and requires judgments about\nfuture events. We regularly review contingencies and our self-insurance\naccruals to determine whether our accruals and related disclosures are\nadequate. Any adjustments for changes in reserves are recorded in the\nperiod in which the change in estimate occurs.\nGuarantees\nIn the ordinary course of business, we agree to indemnify certain other\nparties under acquisition and disposition agreements, customer\nagreements, intellectual property licensing agreements and other\nagreements. Such indemnification obligations vary in scope and, when\ndefined, in duration. In many cases, a maximum obligation is not\nexplicitly stated, and therefore the overall maximum amount of the liability\nunder such indemnification obligations cannot be reasonably estimated.\nWhere appropriate, such indemnification obligations are recorded as a\nliability. Historically, we have not, individually or in the aggregate, made\npayments under these indemnification obligations in any material\namounts. In certain circumstances, we believe that existing insurance\narrangements, subject to the general deduction and exclusion provisions,\nwould cover portions of the liability that may arise from these\nindemnification obligations. In addition, we believe that the likelihood of a\nmaterial liability being triggered under these indemnification obligations is\nnot probable.\nFrom time to time we enter into agreements that obligate us to make\nfixed payments upon the occurrence of certain events. Such obligations\nprimarily relate to obligations arising under acquisition\ntransactions, where we have agreed to make payments based upon the\nachievement of certain financial performance measures by the acquired\nbusiness. Generally, the obligation is capped at an explicit amount.\nThere were no material obligations at June 30, 2023.\nIncome Taxes\nWe account for income taxes using the asset and liability method.\nDeferred tax assets and liabilities are measured using enacted tax rates\nin the respective jurisdictions in which we operate. We assess the\nrealizability of deferred tax assets on a quarterly basis and provide a\nvaluation allowance for deferred tax assets when it is more likely than not\nthat at least a portion of the deferred tax assets will not be realized. The\nrealizability of deferred tax assets depends on our ability to generate\nsufficient taxable income within the carryback or carryforward periods\nprovided for in the tax law for each applicable tax jurisdiction and also\nconsiders all available positive and negative evidence.\nDeferred taxes for non-U.S. liabilities are not provided on the unremitted\nearnings of subsidiaries outside of the United States when it is expected\nthat these earnings are indefinitely reinvested.\nWe operate in a complex multinational tax environment and are subject\nto tax treaty arrangements and transfer pricing guidelines for\nintercompany transactions that are subject to interpretation. Uncertainty\nin a tax position may arise as tax laws are subject to interpretation.\nTax benefits from uncertain tax positions are recognized when it is more\nlikely than not that the position will be sustained upon examination of the\ntechnical merits of the position, including resolutions of any related\nappeals or litigation processes. The amount recognized is measured as\nthe largest amount of tax benefit that is greater than 50 percent likely of\nbeing realized upon settlement.", + "b296e4c2-13b1-447d-963a-87551c750f11": "Deferred taxes for non-U.S. liabilities are not provided on the unremitted\nearnings of subsidiaries outside of the United States when it is expected\nthat these earnings are indefinitely reinvested.\nWe operate in a complex multinational tax environment and are subject\nto tax treaty arrangements and transfer pricing guidelines for\nintercompany transactions that are subject to interpretation. Uncertainty\nin a tax position may arise as tax laws are subject to interpretation.\nTax benefits from uncertain tax positions are recognized when it is more\nlikely than not that the position will be sustained upon examination of the\ntechnical merits of the position, including resolutions of any related\nappeals or litigation processes. The amount recognized is measured as\nthe largest amount of tax benefit that is greater than 50 percent likely of\nbeing realized upon settlement. For tax benefits that do not qualify for\nrecognition, we recognize a liability for unrecognized tax benefits.\nSee \nNote 8\n for additional information regarding income taxes.\nOther Accrued Liabilities\nOther accrued liabilities represent various current obligations, including\ncertain accrued operating expenses, accrued rebates and taxes payable.\nNoncontrolling Interests\nNoncontrolling interests represent the portion of net earnings,\ncomprehensive income and net assets that is not attributable to Cardinal\nHealth, Inc.\nShare-Based Compensation\nShare-based compensation provided to employees is recognized in the\nconsolidated statements of earnings/(loss) based on the grant date fair\nvalue of the awards. The fair value of restricted share units and\nperformance share units is determined by the grant date market price of\nour common shares. The compensation expense associated with\nnonvested performance share units is dependent on our periodic\nassessment of the probability of the targets being achieved and our\nestimate, which may vary over\nCardinal Health \n|\n Fiscal 2023 Form 10-K\n61", + "1bb8ad77-1421-4de8-a895-4b379130d845": "Notes to Financial Statements\ntime, of the number of shares that ultimately will be issued. The\ncompensation expense recognized for share-based awards is net of\nestimated forfeitures and is recognized ratably over the service period of\nthe awards. All income tax effects of share-based awards are recognized\nin the consolidated statements of earnings/(loss) as awards vest or are\nsettled. We classify share-based compensation expense in distribution,\nselling, general and administrative (\"SG&A\") expenses to correspond with\nthe same line item as the majority of the cash compensation paid to\nemployees. If awards are modified in connection with a restructuring\nactivity, the incremental share-based compensation expense is classified\nin restructuring and employee severance. See \nNote 14\n for additional\ninformation regarding share-based compensation.\nDividends\nWe paid cash dividends per common share of $\n1.98\n, $\n1.96\n and $\n1.94\n in\nfiscal 2023, 2022 and 2021, respectively.\nRevenue Recognition\nWe recognize revenue in an amount that reflects the consideration to\nwhich we expect to be entitled in exchange for the transfer of goods or\nservices to customers.\nRevenue in both segments is primarily related to the distribution of\npharmaceutical and medical products, which include both manufactured\nand sourced products, and we recognize at a point in time when title\ntransfers to customers and we have no further obligation to provide\nservices related to such merchandise. Service revenues are recognized\nover the period that services are provided to the customer. Revenues\nderived from services are not material for either segment for all periods\npresented.\nWe are generally the principal in a transaction, therefore our revenue is\nprimarily recorded on a gross basis. When we are a principal in a\ntransaction, we have determined that we control the ability to direct the\nuse of the product or service prior to transfer to a customer, are primarily\nresponsible for fulfilling the promise to provide the product or service to\nour customer, have discretion in establishing prices and ultimately control\nthe transfer of the product or services provided to the customer.\nSales Returns and Allowances\nRevenue is recorded net of sales returns and allowances. Revenues are\nmeasured based on the amount of consideration that we expect to\nreceive, reduced by estimates for return allowances, discounts, rebates\nand other variable consideration. Sales returns are recorded based on\nestimates using historical data. Our customer return policies generally\nrequire that the product be physically returned, subject to restocking\nfees. We only allow customers to return products for credit in a condition\nsuitable to be added back to inventory and resold at full value\n(\u201cmerchantable product\u201d) or returned to vendors for credit. Product returns\nare generally consistent throughout the year and typically are not specific\nto any particular product or customer.\nWe accrue for estimated sales returns and allowances at the time of sale\nbased upon historical customer return trends, margin rates and\nprocessing costs. Our accrual for sales returns is reflected as\na reduction of revenue and cost of products sold for the sales price and\ncost, respectively. At June 30, 2023 and 2022, the accrual for estimated\nsales returns and allowances was $\n474\n million and $\n617\n million,\nrespectively, which is reflected in trade receivables, net and inventories,\nnet in the consolidated balance sheets. Sales returns and allowances\nwere $\n2.2\n billion, $\n2.4\n billion and $\n2.6\n billion, for fiscal 2023, 2022 and\n2021, respectively, and the net impact on net earnings/(loss) in the\nconsolidated statements of earnings/(loss) was immaterial in fiscal 2023,\n2022 and 2021.\nThird-Party Returns\nWe generally do not accept non-merchantable pharmaceutical product\nreturns from our customers, so many of our customers return non-\nmerchantable pharmaceutical products to the manufacturer through third\nparties. Since our customers generally do not have a direct relationship\nwith manufacturers, our vendors pass the value of such returns to us\n(usually in the form of an accounts payable deduction). We, in turn, pass\nthe value received to our customer. In certain instances, we pass the\nestimated value of the return to our customer prior to our receipt of the\nvalue from the vendor. Although we believe we have satisfactory\nprotections, we could be subject to claims from customers or vendors if\nour administration of this overall process was deficient in some respect or\nour contractual terms with vendors are in conflict with our contractual\nterms with our customers.", + "a9dabfeb-4751-4b26-b65f-8355dc8d2342": "Third-Party Returns\nWe generally do not accept non-merchantable pharmaceutical product\nreturns from our customers, so many of our customers return non-\nmerchantable pharmaceutical products to the manufacturer through third\nparties. Since our customers generally do not have a direct relationship\nwith manufacturers, our vendors pass the value of such returns to us\n(usually in the form of an accounts payable deduction). We, in turn, pass\nthe value received to our customer. In certain instances, we pass the\nestimated value of the return to our customer prior to our receipt of the\nvalue from the vendor. Although we believe we have satisfactory\nprotections, we could be subject to claims from customers or vendors if\nour administration of this overall process was deficient in some respect or\nour contractual terms with vendors are in conflict with our contractual\nterms with our customers. We have maintained reserves for some of\nthese situations based on their nature and our historical experience with\ntheir resolution.\nShipping and Handling\nShipping and handling costs are primarily included in SG&A expenses in\nour consolidated statements of earnings/(loss) and include all delivery\nexpenses as well as all costs to prepare the product for shipment to the\nend customer. Shipping and handling costs were $\n835\n million, $\n748\nmillion and $\n634\n million, for fiscal 2023, 2022 and 2021, respectively.\nRestructuring and Employee Severance\nRestructuring activities are programs that are not part of the ongoing\noperations of our underlying business, such as divestitures, closing and\nconsolidating facilities, changing the way we manufacture or distribute\nour products, moving manufacturing of a product to another location,\nchanges in production or business process outsourcing or insourcing,\nemployee severance (including rationalizing headcount or other significant\nchanges in personnel) and realigning operations (including realignment of\nthe management structure in response to changing market conditions).\nAlso included within restructuring and employee severance are employee\nseverance costs that are not incurred in connection with a restructuring\nactivity. See \nNote 3\n for additional information regarding our restructuring\nactivities.\nAmortization and Other Acquisition-Related Costs\nWe classify certain costs incurred in connection with acquisitions as\namortization and other acquisition-related costs in our consolidated\nstatements of earnings/(loss). These costs consist of amortization of\nacquisition-related intangible assets, transaction costs, integration costs\nand changes in the fair value of contingent\n \n62\nCardinal Health \n| \nFiscal 2023 Form 10-K", + "11c00678-8c41-4158-9b28-318137b5252c": "Notes to Financial Statements\nconsideration obligations. Transaction costs are incurred during the initial\nevaluation of a potential acquisition and primarily relate to costs to\nanalyze, negotiate and consummate the transaction as well as due\ndiligence activities. Integration costs relate to activities required to\ncombine the operations of an acquired enterprise into our operations and,\nin the case of the significant acquisitions with international operations, to\nstand-up the systems and processes needed to support an expanded\ngeographic footprint. We record changes in the fair value of contingent\nconsideration obligations relating to acquisitions as income or expense in\namortization and other acquisition-related costs. See \nNote 4\n for additional\ninformation regarding amortization of acquisition-related intangible assets.\nTranslation of Foreign Currencies\nFinancial statements of our subsidiaries outside the United States are\ngenerally measured using the local currency as the functional currency.\nAdjustments to translate the assets and liabilities of these foreign\nsubsidiaries into U.S. dollars are accumulated in shareholders\u2019 equity\nthrough accumulated and other comprehensive loss (\"AOCI\") utilizing\nperiod-end exchange rates. Revenues and expenses of these foreign\nsubsidiaries are translated using average exchange rates during the year.\nThe foreign currency translation gains/(losses) included in AOCI at\nJune 30, 2023 and 2022 are presented in \nNote 11\n. Foreign currency\ntransaction gains and losses for the period are included in the\nconsolidated statements of earnings/(loss) in the respective financial\nstatement line item.\nInterest Rate, Currency and Commodity Risk\nAll derivative instruments are recognized at fair value on the consolidated\nbalance sheets and all changes in fair value are recognized in net\nearnings or shareholders\u2019 equity through AOCI, net of tax.\nFor contracts that qualify for hedge accounting treatment, the hedge\ncontracts must be effective at reducing the risk associated with the\nexposure being hedged and must be designated as a hedge at the\ninception of the contract. Hedge effectiveness is assessed periodically.\nAny contract not designated as a hedge, or so designated but ineffective,\nis adjusted to fair value and recognized immediately in net earnings. If a\nfair value or cash flow hedge ceases to qualify for hedge accounting\ntreatment, the contract continues to be carried on the balance sheet at\nfair value until settled and future adjustments to the contract\u2019s fair value\nare recognized immediately in net earnings. If a forecasted transaction is\nprobable not to occur, amounts previously deferred in AOCI are\nrecognized immediately in net earnings. Interest payments received from\nthe cross-currency swap are excluded from the net investment hedge\neffectiveness assessment and are recorded in interest expense, net in\nthe consolidated statements of earnings/(loss).\nSee \nNote 10\n for additional information regarding our derivative\ninstruments, including the accounting treatment for instruments\ndesignated as fair value, cash flow, net investment and economic hedges.\nFair Value Measurements\nFair value is defined as the price that would be received upon selling an\nasset or the price paid to transfer a liability on the measurement date. It\nfocuses on the exit price in the principal or most advantageous market for\nthe asset or liability in an orderly transaction between willing market\nparticipants. A three-tier fair value hierarchy is established as a basis for\nconsidering such assumptions and for inputs used in the valuation\nmethodologies in measuring fair value. This hierarchy requires entities to\nmaximize the use of observable inputs and minimize the use of\nunobservable inputs. The three levels of inputs used to measure fair\nvalues are:\nLevel 1 - Observable prices in active markets for identical assets and\nliabilities.\nLevel 2 - Observable inputs other than quoted prices in active markets\nfor identical assets and liabilities.\nLevel 3 - Unobservable inputs that are supported by little or no market\nactivity and that are significant to the fair value of the assets and\nliabilities.\nSee \nNote 9\n for additional information regarding fair value measurements.\nRecently Adopted Financial Accounting Standards\nThere were no accounting standards adopted in fiscal 2023 that had a\nmaterial impact on our consolidated financial statements.\nRecently Issued Financial Accounting Standards Not\nYet Adopted\nWe assess the adoption impacts of recently issued accounting\nstandards by the FASB on our consolidated financial statements as well\nas material updates to previous assessments, if any, from our fiscal 2022\nForm 10-K. There were no accounting standards issued in fiscal 2023\nthat will have a material impact on our consolidated financial statements.\n2.", + "b4854162-ef9e-4bb0-9914-bbf15f9a1b90": "Level 2 - Observable inputs other than quoted prices in active markets\nfor identical assets and liabilities.\nLevel 3 - Unobservable inputs that are supported by little or no market\nactivity and that are significant to the fair value of the assets and\nliabilities.\nSee \nNote 9\n for additional information regarding fair value measurements.\nRecently Adopted Financial Accounting Standards\nThere were no accounting standards adopted in fiscal 2023 that had a\nmaterial impact on our consolidated financial statements.\nRecently Issued Financial Accounting Standards Not\nYet Adopted\nWe assess the adoption impacts of recently issued accounting\nstandards by the FASB on our consolidated financial statements as well\nas material updates to previous assessments, if any, from our fiscal 2022\nForm 10-K. There were no accounting standards issued in fiscal 2023\nthat will have a material impact on our consolidated financial statements.\n2. Divestitures\nDivestitures\nOutcomes\nOn June 5, 2023, we signed a definitive agreement to contribute our\nOutcomes\u2122 business to TDS, a portfolio company of BlackRock Long\nTerm Private Capital and GTCR, in exchange for a minority stake in the\ncombined entity. The transaction closed on July 10, 2023 and we expect\nto recognize a gain of approximately $\n60\n million in the first quarter of\nfiscal 2024, which will be included in \nimpairments and (gain)/loss on\ndisposal of assets, net\n.\nWe classify assets and liabilities (the \u201cdisposal group\u201d) as held for sale\nwhen management commits to a plan to sell the disposal group in its\npresent condition and at a price that is reasonable in relation to its\ncurrent fair value. We also consider whether an active program to locate a\nbuyer has been initiated and if it is probable that the sale will occur within\none year without significant changes to the plan to sell. Upon\nclassification of the disposal group as held for sale, we assess the\nassets for impairment and cease related depreciation and amortization.\nCardinal Health \n|\n Fiscal 2023 Form 10-K\n63", + "e764105d-4284-4646-9e27-d917efcbe4f6": "Notes to Financial Statements\nDuring the three months ended June 30, 2023, we met the criteria for the\nrelated assets and liabilities of $\n138\n million and $\n42\n million, respectively,\nof the Outcomes business to be classified as held for sale. We\ndetermined that the sale of the Outcomes business does not meet the\ncriteria to be classified as discontinued operations. The Outcomes\nbusiness operates within our Pharmaceutical segment.\nCordis\nIn August 2021, we sold the Cordis business to Hellman & Friedman for\nproceeds of $\n923\n million, net of cash transferred, and we retained certain\nworking capital accounts and certain liabilities. Cardinal Health retained\nproduct liability associated with lawsuits and claims related to IVC filters\nin the U.S. and Canada, as well as authority for these matters discussed\nin \nNote 7\n. The Cordis business operated within our Medical segment.\nDuring fiscal 2021, we met the criteria for the related assets and liabilities\nof the Cordis business to be classified as held for sale. We determined\nthat the sale of the Cordis business did not meet the criteria to be\nclassified as discontinued operations. In connection with the divestiture,\nwe recognized a $\n60\n million pre-tax loss in impairments and (gain)/loss\non disposal of assets, net in our consolidated statement of\nearnings/(loss) in fiscal 2021.\n3. Restructuring and Employee Severance\nThe following table summarizes restructuring and employee severance\ncosts:\n(in millions)\n2023\n2022\n2021\nEmployee-related costs\n$\n39\n \n$\n35\n \n$\n53\n \nFacility exit and other costs\n56\n \n66\n \n61\n \nTotal restructuring and employee\nseverance\n$\n95\n \n$\n101\n \n$\n114\n \nEmployee-related costs primarily consist of termination benefits provided\nto employees who have been involuntarily terminated, duplicate payroll\ncosts and retention bonuses incurred during transition periods. Facility\nexit and other costs primarily consist of project consulting fees,\naccelerated depreciation, professional, project management and other\nservice fees to support divestitures, costs associated with vacant\nfacilities and certain other divestiture-related costs.\nIn fiscal 2023, 2022 and 2021, restructuring costs were primarily related\nto the implementation of certain enterprise-wide cost-savings measures\nand the divestiture of the Cordis business. During fiscal 2023, we also\nincurred restructuring costs related to certain projects resulting from\nreviews of our strategy, portfolio, capital-allocation framework and\noperations. During fiscal 2022, restructuring also included costs related\nto decreasing our overall office space.\nThe following table summarizes activity related to liabilities associated\nwith restructuring and employee severance:\n(in millions)\nEmployee-\nRelated Costs\nFacility Exit\nand Other Costs\nTotal\nBalance at June 30, 2021\n$\n53\n \n$\n26\n \n$\n79\n \nAdditions\n49\n \n10\n \n59\n \nPayments and other adjustments\n(\n46\n)\n(\n26\n)\n(\n72\n)\nBalance at June 30, 2022\n56\n \n10\n \n66\n \nAdditions\n35\n \n8\n \n43\n \nPayments and other adjustments\n(\n47\n)\n(\n16\n)\n(\n63\n)\nBalance at June 30, 2023\n$\n44\n \n$\n2\n \n$\n46\n \n4.", + "da5a8d94-0486-41f1-ae33-f1f3ea32fda5": "During fiscal 2023, we also\nincurred restructuring costs related to certain projects resulting from\nreviews of our strategy, portfolio, capital-allocation framework and\noperations. During fiscal 2022, restructuring also included costs related\nto decreasing our overall office space.\nThe following table summarizes activity related to liabilities associated\nwith restructuring and employee severance:\n(in millions)\nEmployee-\nRelated Costs\nFacility Exit\nand Other Costs\nTotal\nBalance at June 30, 2021\n$\n53\n \n$\n26\n \n$\n79\n \nAdditions\n49\n \n10\n \n59\n \nPayments and other adjustments\n(\n46\n)\n(\n26\n)\n(\n72\n)\nBalance at June 30, 2022\n56\n \n10\n \n66\n \nAdditions\n35\n \n8\n \n43\n \nPayments and other adjustments\n(\n47\n)\n(\n16\n)\n(\n63\n)\nBalance at June 30, 2023\n$\n44\n \n$\n2\n \n$\n46\n \n4. Goodwill and Other Intangible Assets\nGoodwill\nThe following table summarizes the changes in the carrying amount of\ngoodwill by segment and in total:\n(in millions)\nPharmaceutical (1)\nMedical (2)\nTotal\nBalance at June 30, 2021\n$\n2,659\n \n$\n5,330\n \n$\n7,989\n \nGoodwill acquired, net of purchase\nprice adjustments\n14\n \n\u2014\n \n14\n \nForeign currency translation\nadjustments and other\n\u2014\n \n(\n64\n)\n(\n64\n)\nGoodwill impairment\n\u2014 \n(\n2,084\n)\n(\n2,084\n)\nBalance at June 30, 2022\n2,673\n \n3,182\n \n5,855\n \nGoodwill acquired, net of purchase\nprice adjustments\n\u2014\n \n15\n \n15\n \nForeign currency translation\nadjustments and other\n\u2014\n \n(\n6\n)\n(\n6\n)\nGoodwill impairment\n\u2014\n \n(\n1,231\n)\n(\n1,231\n)\nOutcomes goodwill reclassified to\nassets held for sale\n(\n24\n)\n\u2014 \n(\n24\n)\nBalance at June 30, 2023\n$\n2,649\n \n$\n1,960\n \n$\n4,609\n \n(1) At June 30, 2023 and 2022, the Pharmaceutical segment accumulated goodwill\nimpairment loss was $\n829\n million.\n(2) At June 30, 2023 and 2022, the Medical segment accumulated goodwill impairment\nloss was $\n4.7\n billion and $\n3.5\n billion, respectively.\nDue to changes in our long-term financial plan assumptions made during\nfiscal 2023, including those related to Cardinal Health branded medical\nproducts sales growth and net inflationary impacts, we elected to bypass\nthe qualitative assessment and perform quantitative goodwill impairment\ntesting for the Medical Unit at June 30, 2023. This quantitative testing\nresulted in the carrying amount of the Medical Unit exceeding the fair\nvalue, resulting in a pre-tax impairment charge of $\n368\n million and\ncumulative pre-tax impairment charges of $\n1.2\n billion in fiscal 2023, due\nto the impairment charges recognized during the second and first\nquarters of fiscal 2023 as described further below. This impairment\ncharge was primarily driven by the impact of the reductions in our long-\nterm financial plan assumptions. The impairment charges were included\nin impairments and (gain)/loss on disposal of assets, net in our\nconsolidated statements of earnings/(loss).\nWe performed interim quantitative goodwill impairment testing for the\nMedical Unit at December 31, 2022 and September 30, 2022, which\nresulted in pre-tax impairment charges of $\n709\n million and\nCardinal Health \n|\n Fiscal 2022 Form 10-K\n64", + "fa234062-6c87-4579-a1f5-50f6bd3413d7": "Notes to Financial Statements\n$\n154\n million, respectively. We also performed interim quantitative goodwill\nimpairment testing at March 31, 2023 and concluded that there was no\nimpairment of goodwill at March 31, 2023 as the estimated fair value of\nthe Medical Unit exceeded its carrying value by approximately \n4\n percent.\nThe impairment charge recognized in the second quarter was driven by\ncertain reductions in our long-term financial plan assumptions, and the\nimpairment charge recognized in the first quarter was driven by an\nincrease in the discount rate primarily due to an increase in the risk-free\ninterest rate.\nOur determinations of the estimated fair value of the Medical Unit at June\n30, 2023, March 31, 2023, December 31, 2022 and September 30, 2022\nwere based on a combination of the income-based approach (using a\nterminal growth rate of \n2\n percent), and the market-based approaches. For\nthe income-based approach, we used discount rates of \n10\n percent, \n10\npercent, \n10.5\n percent and \n10.5\n percent for fourth, third, second and first\nquarters, respectively. The decrease in the discount rate for the interim\ntesting performed at March 31, 2023 and June 30, 2023 was primarily due\nto a decrease in the risk-free interest rate. Additionally, we assigned a\nweighting of 80 percent to the discounted cash flow method, 10 percent\nto the guideline public company method and 10 percent to the guideline\ntransaction method. Our fair value estimates utilize significant\nunobservable inputs and thus represent Level 3 fair value measurements.\nDuring fiscal 2022, we performed quantitative goodwill impairment testing\nfor the Medical Unit which resulted in cumulative pre-tax impairment\ncharges $\n2.1\n billion, which were included in impairments and (gain)/loss\non disposal of assets, net in our consolidated statements of\nearnings/(loss).\nIn connection with the divestiture of the Outcomes business, during fiscal\n2023, we allocated and reclassified $\n24\n million of goodwill from the\nPharmaceutical operating segment (excluding our Nuclear and Precision\nHealth Solutions division) to the Outcomes disposal group based on the\nestimated relative fair values of the business to be disposed of and the\nportion of the reporting unit that was retained.\nOther Intangible Assets\nThe following tables summarize other intangible assets by class at\nJune 30:\n2023\n(in millions)\nGross\nIntangible\nAccumulated\nAmortization\nNet\nIntangible\nWeighted-\nAverage\nRemaining\nAmortization\nPeriod (Years)\nIndefinite-life\nintangibles:\nTrademarks and\npatents\n$\n11\n \n$\n11\n \nN/A\nTotal indefinite-\nlife intangibles\n11\n \n11\n \nN/A\nDefinite-life\nintangibles:\nCustomer\nrelationships\n3,174\n \n2,274\n \n900\n \n9\nTrademarks, trade\nnames and\npatents\n546\n \n380\n \n166\n \n8\nDeveloped\ntechnology and\nother\n1,021\n \n626\n \n395\n \n8\nTotal definite-life\nintangibles\n4,741\n \n3,280\n \n1,461\n \n9\nTotal other\nintangible\nassets\n$\n4,752\n \n$\n3,280\n \n$\n1,472\n \nN/A\n2022\n(in millions)\nGross\nIntangible\nAccumulated\nAmortization\nNet\nIntangible\nIndefinite-life intangibles:\nTrademarks and patents\n$\n11\n \n$\n11\n \nTotal indefinite-life intangibles\n11\n \n11\n \nDefinite-life intangibles:\nCustomer relationships\n3,272\n \n2,165\n \n1,107\n \nTrademarks, trade names and\npatents\n552\n \n360\n \n192\n \nDeveloped technology and other\n1,038\n \n574\n \n464\n \nTotal definite-life intangibles\n4,862\n \n3,099\n \n1,763\n \nTotal other intangible assets\n$\n4,873\n \n$\n3,099\n \n$\n1,774\n \nTotal amortization of intangible assets was $\n281\n million, $\n311\n million and\n$\n428\n million for fiscal 2023, 2022 and 2021, respectively. The estimated\nannual amortization for intangible assets for fiscal 2024 through 2028 is\nas follows: $\n255\n million, $\n231\n million, $\n205\n million, $\n173\n million and $\n146\nmillion.\nCardinal Health \n|\n Fiscal 2023 Form 10-K\n65", + "371a6de6-6add-4967-83b8-d64d80a86823": "Notes to Financial Statements\n5. Leases\nThe following table summarizes the components of lease cost:\n(in millions)\n2023\n2022\n2021\nOperating lease cost\n$\n112\n \n$\n117\n \n$\n119\n \nFinance lease cost\n31\n \n23\n \n16\n \nVariable lease cost\n21\n \n13\n \n24\n \nTotal lease cost\n$\n164\n \n$\n153\n \n$\n159\n \nVariable lease cost primarily includes payments for property taxes,\nmaintenance and insurance.\nThe following table summarizes supplemental balance sheet and other\ninformation related to leases at June 30:\n(in millions)\n2023\n2022\nOperating Leases\nOperating lease right-of-use assets\n$\n435\n \n$\n457\n \nCurrent portion of operating lease\nliabilities\n100\n \n102\n \n \nLong-term operating lease liabilities\n375\n \n388\n \nTotal operating lease liabilities\n475\n \n490\n \nFinance Leases\nFinance lease right-of-use assets\n82\n \n68\n \nCurrent portion of finance lease\nliabilities\n27\n \n23\n \nLong-term finance lease liabilities\n59\n \n49\n \nTotal finance lease liabilities\n$\n86\n \n$\n72\n \nWeighted-average remaining lease\nterm (years)\nOperating leases\n5.7\n years\n6.0\n years\nFinance leases\n4.1\n years\n4.1\n years\nWeighted-average discount rate\nOperating leases\n3.6\n \n%\n3.0\n \n%\nFinance leases\n3.1\n \n%\n1.8\n \n%\nOperating leases are included in other assets, other accrued liabilities\nand deferred income taxes and other liabilities in our consolidated\nbalance sheets. Finance leases are included in property and equipment,\nnet, current portion of long-term obligations and other short-term\nborrowings and long-term obligations, less current portion in our\nconsolidated balance sheets.\nThe following table summarizes supplemental cash flow information\nrelated to leases:\n(in millions)\n2023\n2022\n2021\nCash paid for lease liabilities:\nOperating cash flows paid for\noperating leases\n$\n119\n \n$\n123\n \n$\n115\n \nFinancing cash flows paid for\nfinance leases\n31\n \n21\n \n15\n \nNon-cash right-of-use assets\nobtained in exchange for lease\nobligations:\nNew operating leases\n75\n \n101\n \n138\n \nNew finance leases\n42\n \n28\n \n45\n \nFuture lease payments under non-cancellable leases as of June 30, 2023\nwere as follows:\n(in millions)\nOperating\nLeases\nFinance\nLeases\nTotal\n2024\n$\n113\n \n$\n28\n \n$\n141\n \n2025\n103\n \n24\n \n127\n \n2026\n86\n \n17\n \n103\n \n2027\n68\n \n10\n \n78\n \n2028\n55\n \n6\n \n61\n \nThereafter\n97\n \n7\n \n104\n \nTotal future lease payments\n522\n \n92\n \n614\n \nLess: imputed interest\n47\n \n6\n \n53\n \nTotal lease liabilities\n$\n475\n \n$\n86\n \n$\n561\n \n6. Long-Term Obligations and Other Short-Term\nBorrowings\nThe following table summarizes long-term obligations and other short-\nterm borrowings at June 30:\n(in millions) (1)\n2023\n2022\n3.2% Notes due 2023\n$\n\u2014\n \n$\n556\n \n3.079% Notes due 2024\n764\n \n779\n \n3.5% Notes due 2024\n404\n \n407\n \n3.75% Notes due 2025\n513\n \n518\n \n3.41% Notes due 2027\n1,184\n \n1,193\n \n4.6% Notes due 2043\n306\n \n321\n \n4.5% Notes due 2044\n331\n \n342\n \n4.9% Notes due 2045\n428\n \n441\n \n4.368% Notes due 2047\n561\n \n560\n \n7.0% Debentures due 2026\n124\n \n124\n \nOther Obligations\n86\n \n74\n \nTotal\n4,701\n \n5,315\n \nLess: current portion of long-term obligations and\nother short-term borrowings\n792\n \n580\n \nLong-term obligations, less current portion\n$\n3,909\n \n$\n4,735\n \n(1) \nMaturities are presented on a calendar year basis.\nMaturities of existing long-term obligations and other short-term\nborrowings for fiscal 2024 through 2028 and thereafter are as follows:\n$\n792\n million, $\n428\n million, $\n530\n million, $\n1.3\n billion, $\n6\n million and $\n1.6\nbillion.\n \n66\nCardinal Health \n| \nFiscal 2023 Form 10-K", + "2ea79a3a-423d-43f0-8d1b-590882b8e4ec": "Notes to Financial Statements\nLong-Term Debt\nAll the notes represent unsecured obligations of Cardinal Health, Inc. and\nrank equally in right of payment with all of our existing and future\nunsecured and unsubordinated indebtedness. The 7.0% Debentures\nrepresent unsecured obligations of Allegiance Corporation (a wholly-\nowned subsidiary), which Cardinal Health, Inc. has guaranteed. None of\nthese obligations are subject to a sinking fund and the Allegiance\nobligations are not redeemable prior to maturity. Interest is paid pursuant\nto the terms of the obligations. These notes are effectively subordinated\nto the liabilities of our subsidiaries, including trade payables of $\n29.8\nbillion and $\n27.1\n billion at June 30, 2023 and 2022, respectively.\nDuring fiscal 2023, we repaid the full principal of $\n550\n million of the 3.2%\nNotes due 2023 at maturity.\nDuring fiscal 2022, we redeemed all outstanding $\n572\n million principal\namount of 2.616% Notes due 2022 at a redemption price equal to 100%\nof the principal amount and accrued but unpaid interest, plus the make-\nwhole premium applicable to the notes. In connection with this\nredemption, we recorded a $\n10\n million loss on early extinguishment of\ndebt. We also repaid the full principal of the $\n282\n million Floating Rate\nNotes due 2022 as they became due.\nDuring fiscal 2021, we redeemed all outstanding 3.2% Notes due June\n2022 for $\n238\n million and $\n262\n million aggregate principal amount of\n2.616% Notes due June 2022 at a redemption price equal to 100% of the\nprincipal amount and accrued but unpaid interest, plus the make-whole\npremium applicable to the notes. In connection with these redemptions,\nwe recorded a $\n13\n million loss on early extinguishment of debt. We also\nearly repurchased $\n40\n million of the Floating Rate Notes due 2022\n \nand\n$\n2\n million of the 2.616% Notes due 2022. In connection with the early\ndebt repurchases, we recorded a $\n1\n million\n \nloss on early extinguishment\nof debt.\nThe repayments, redemptions and repurchases were paid for with\navailable cash and other short-term borrowings.\nIf we undergo a change of control, as defined in the notes, and if the\nnotes receive specified ratings below investment grade by each of\nStandard & Poor's Ratings Services, Moody\u2019s Investors Services and\nFitch Ratings, any holder of the notes, excluding the debentures, can\nrequire with respect to the notes owned by such holder, or we can offer,\nto repurchase the notes at \n101\n% of the principal amount plus accrued\nand unpaid interest.\nOther Financing Arrangements\nIn addition to cash and equivalents and operating cash flow, other\nsources of liquidity include a $\n2.0\n billion commercial paper program\nbacked by a $\n2.0\n billion revolving credit facility. We also have a $\n1.0\nbillion committed receivables sales facility.\nIn February 2023, we extended our $\n2.0\n billion revolving credit facility\nthrough February 25, 2028. In September 2022, we renewed our\ncommitted receivables sales facility program through Cardinal Health\nFunding, LLC (\u201cCHF\u201d) through September 30, 2025. CHF was organized\nfor\n \nthe sole purpose of buying receivables and selling undivided interests\nin those receivables to third-party purchasers. Although consolidated with\nCardinal Health,\nInc. in accordance with GAAP, CHF is a separate legal entity from\nCardinal Health, Inc. and from our subsidiary that sells receivables to\nCHF. CHF is designed to be a special purpose, bankruptcy-remote entity\nwhose assets are available solely to satisfy the claims of its creditors.\nOur revolving credit and committed receivables sales facilities require us\nto maintain a consolidated net leverage ratio of no more than 3.75-to-1.\nAs of June 30, 2023, we were in compliance with this financial covenant.\nAt June 30, 2023 and 2022, we had \nno\n amounts outstanding under the\nrevolving credit facility; however, availability was reduced by outstanding\nletters of credit of $\n1\n million at both June 30, 2023 and 2022.", + "78473217-e907-4e23-93c2-bac95451f509": "Although consolidated with\nCardinal Health,\nInc. in accordance with GAAP, CHF is a separate legal entity from\nCardinal Health, Inc. and from our subsidiary that sells receivables to\nCHF. CHF is designed to be a special purpose, bankruptcy-remote entity\nwhose assets are available solely to satisfy the claims of its creditors.\nOur revolving credit and committed receivables sales facilities require us\nto maintain a consolidated net leverage ratio of no more than 3.75-to-1.\nAs of June 30, 2023, we were in compliance with this financial covenant.\nAt June 30, 2023 and 2022, we had \nno\n amounts outstanding under the\nrevolving credit facility; however, availability was reduced by outstanding\nletters of credit of $\n1\n million at both June 30, 2023 and 2022.\nDuring fiscal 2023, we had a daily maximum amount outstanding under\nour commercial paper and committed receivables programs of $\n445\nmillion.\nWe had \nno\n amounts outstanding as of June 30, 2023 under the\ncommitted receivables sales facility program; however, availability was\nreduced by outstanding standby letters of credit of $\n31\n million at both\nJune 30, 2023 and 2022.\nWe had \nno\n amounts outstanding under the commercial paper program as\nof June 30, 2023 and 2022.\nThe $\n86\n million and $\n74\n million balance of other obligations at June 30,\n2023 and 2022, respectively, consisted of finance leases and short-term\nborrowings.\nCardinal Health \n|\n Fiscal 2023 Form 10-K\n67", + "7e40cf4a-0d1f-4120-b032-c79ffca76d08": "Notes to Financial Statements\n7. Commitments, Contingent Liabilities and Litigation\nCommitments\nGeneric Sourcing Venture with CVS Health Corporation\nIn July 2014, we established Red Oak Sourcing, LLC (\"Red Oak\nSourcing\"), a U.S.-based generic pharmaceutical sourcing venture with\nCVS Health for an initial term of 10 years. Red Oak Sourcing negotiates\ngeneric pharmaceutical supply contracts on behalf of its participants. In\nAugust 2021, we amended our agreement to extend the term through\nJune 2029. We are required to make quarterly payments to CVS Health\nfor the term of the arrangement. These payments are included as\npurchase obligations and other payments in the \"Contractual Obligations\nand Cash Requirements\" section of MD&A.\nContingencies\nNew York Opioid Stewardship Act\nIn April 2018, the State of New York passed a budget which included the\nOpioid Stewardship Act (the \"OSA\"). The OSA created an aggregate\n$\n100\n million annual assessment on all manufacturers and distributors\nlicensed to sell or distribute opioids in New York. Under the OSA, each\nlicensed manufacturer and distributor would be required to pay a portion\nof the assessment based on its share of the total morphine milligram\nequivalents sold or distributed in New York during the applicable calendar\nyear, beginning in 2017. Subsequently, New York passed a new statute\nthat modified the assessment going forward and limited the OSA to two\nyears (2017 and 2018).\nWe accrue contingencies if it is probable that a liability has been incurred\nand the amount can be estimated. In the second quarter of fiscal year\n2022, we paid the State of New York $\n20\n million, our portion of the\nassessment for calendar year 2017. At June 30, 2022, we had an accrual\nof $\n20\n million, which represented our estimate of our portion of the\nassessment for calendar year 2018. During the fiscal 2023, we recorded\n$\n6\n million of income to reduce this accrual to the invoiced amount for the\ncalendar year 2018 assessment and we paid $\n11\n million.\nLegal Proceedings\nWe become involved from time to time in disputes, litigation and\nregulatory matters.\nFrom time to time, we determine that products we distribute, source,\nmanufacture or market do not meet our specifications, regulatory\nrequirements, or published standards. When we or a regulatory agency\nidentify a potential quality or regulatory issue, we investigate and take\nappropriate corrective action. Such actions have led to product recalls,\ncosts to repair or replace affected products, temporary interruptions in\nproduct sales, restrictions on importation, product liability claims and\nlawsuits and can lead to action by regulators. Even absent an identified\nregulatory or quality issue or product recall, we can become subject to\nproduct liability claims and lawsuits.\nFrom time to time, we become aware through employees, internal audits\nor other parties of possible compliance matters, such as\ncomplaints or concerns relating to accounting, internal accounting\ncontrols, financial reporting, auditing, or other ethical matters or relating\nto compliance with laws such as healthcare fraud and abuse, anti-\ncorruption or anti-bribery laws. When we become aware of such possible\ncompliance matters, we investigate internally and take appropriate\ncorrective action. In addition, from time to time, we receive subpoenas or\nrequests for information from various federal or state agencies relating to\nour business or to the business of a customer, supplier or other industry\nparticipants. Internal investigations, subpoenas or requests for information\ncould directly or indirectly lead to the assertion of claims or the\ncommencement of legal proceedings against us or result in sanctions.\nWe have been named from time to time in qui tam actions initiated by\nprivate third parties. In such actions, the private parties purport to act on\nbehalf of federal or state governments, allege that false claims have been\nsubmitted for payment by the government and may receive an award if\ntheir claims are successful. After a private party has filed a qui tam\naction, the government must investigate the private party's claim and\ndetermine whether to intervene in and take control over the litigation.\nThese actions may remain under seal while the government makes this\ndetermination. If the government declines to intervene, the private party\nmay nonetheless continue to pursue the litigation on his or her own\npurporting to act on behalf of the government.", + "dc087bbc-fa52-481a-a683-6b899cb61a84": "Internal investigations, subpoenas or requests for information\ncould directly or indirectly lead to the assertion of claims or the\ncommencement of legal proceedings against us or result in sanctions.\nWe have been named from time to time in qui tam actions initiated by\nprivate third parties. In such actions, the private parties purport to act on\nbehalf of federal or state governments, allege that false claims have been\nsubmitted for payment by the government and may receive an award if\ntheir claims are successful. After a private party has filed a qui tam\naction, the government must investigate the private party's claim and\ndetermine whether to intervene in and take control over the litigation.\nThese actions may remain under seal while the government makes this\ndetermination. If the government declines to intervene, the private party\nmay nonetheless continue to pursue the litigation on his or her own\npurporting to act on behalf of the government.\nWe accrue for contingencies related to disputes, litigation and regulatory\nmatters if it is probable that a liability has been incurred and the amount\nof the loss can be reasonably estimated. Because these matters are\ninherently unpredictable and unfavorable developments or resolutions can\noccur, assessing contingencies is highly subjective and requires\njudgments about future events. We regularly review contingencies to\ndetermine whether our accruals and related disclosures are adequate.\nThe amount of ultimate loss may differ from these estimates.\nWe recognize income from the favorable outcome of litigation when we\nreceive the associated cash or assets.\nWe recognize estimated loss contingencies for certain litigation and\nregulatory matters and income from favorable resolution of litigation in\nlitigation (recoveries)/charges in our consolidated statements of\nearnings/(loss); however, losses and recoveries of lost profits from\ndisputes that occur in the ordinary course of business are included within\nsegment profit. For example, in the second quarter of fiscal year 2022,\nour Pharmaceutical segment profit was positively impacted by a\n$\n16\n million judgment for lost profits related to an ordinary course\nintellectual property rights claim.\nOpioid Lawsuits and Investigations\nCardinal Health, other pharmaceutical wholesalers and other participants\nin the pharmaceutical supply chain have been named as a defendant in\nlawsuits related to the distribution of opioid pain medications. These\nlawsuits seek equitable relief and monetary damages based on a variety\nof legal theories, including various common law claims, such as public\nnuisance, negligence, unjust enrichment, personal injury, as well as\nviolations of controlled\n \n68\nCardinal Health \n| \nFiscal 2023 Form 10-K", + "7fc7ebf3-eb6c-46d6-8514-c762191ad1dc": "Notes to Financial Statements\nsubstance laws, the Racketeer Influenced and Corrupt Organizations Act\nand various other statutes. Plaintiffs in these lawsuits include state\nattorneys general, counties and municipalities, as well as private parties,\nsuch as unions and other health and welfare funds, hospital systems and\nother healthcare providers, businesses and individuals.\nWe have also received federal grand jury subpoenas issued in connection\nwith investigations being conducted by the U.S. Attorney's Office for the\nEastern District of New York and the Fraud Section of the U.S.\nDepartment of Justice (\"DOJ\"). We have also received civil requests for\ninformation, subpoenas and other requests from other DOJ offices. These\ninvestigations concern operation of our anti-diversion program, our anti-\ndiversion policies and procedures and distribution of certain controlled\nsubstances. We are cooperating with these investigations. We are\nunable to predict the outcome of any of these investigations.\nIn total, as of June 30, 2023, we have $\n5.87\n billion accrued for these\nmatters, of which $\n426\n million is included in other accrued liabilities and\nthe remainder is included in deferred income taxes and other liabilities in\nour consolidated balance sheets.\nBecause loss contingencies are inherently unpredictable and unfavorable\ndevelopments or resolutions can occur, the assessment is highly\nsubjective and requires judgments about future events. We regularly\nreview these opioid litigation matters to determine whether our accrual is\nadequate. The amount of ultimate loss may differ materially from this\naccrual, whether as a result of settlement discussions, a judicial decision\nor verdict or otherwise, but we are not able to estimate a range of\nreasonably possible additional losses for these matters. We continue to\nstrongly dispute the allegations made in these lawsuits and none of these\nagreements is an admission of liability or wrongdoing. Please see below\nfor additional description of these matters.\nStates & Political Subdivisions\nIn February 2022, we along with two other national distributors\n(collectively, the \"Distributors\") independently approved a settlement and\nsettlement agreement (the \"National Opioid Settlement Agreement\") to\nsettle the vast majority of opioid lawsuits and claims brought by states\nand political subdivisions. This National Opioid Settlement Agreement\nbecame effective on April 2, 2022. In addition to the Distributors, parties\nto the National Opioid Settlement Agreement include \n48\n states, the\nDistrict of Columbia and \n5\n U.S. territories. Over 99 percent of political\nsubdivisions (by population as calculated under the National Opioid\nSettlement Agreement) that had brought opioid-related suits against us\nhave chosen to join the National Opioid Settlement Agreement or have\nhad their claims addressed by state legislation (together with settling\nstates and territories, the \u201cSettling Governmental Entities).\nAs of July 2023, we have paid the Settling Governmental Entities\napproximately $\n1.2\n billion and will pay Settling Governmental Entities\nadditional amounts up to $\n5.2\n billion through 2038. The National Opioid\nSettlement Agreement also includes injunctive relief terms related to\ndistributors\u2019 controlled substance anti-diversion programs. A monitor will\noversee compliance with these\nprovisions until 2027. In addition, the Distributors will engage a third-party\nvendor to act as a clearinghouse for data aggregation and reporting,\nwhich distributors will fund until 2032. As a result of the National Opioid\nSettlement Agreement, most lawsuits brought against us by states and\nother political subdivisions have been dismissed. We continue to engage\nin resolution discussions with certain nonparticipating political\nsubdivisions, including the Attorney General for the State of Alabama,\nand we intend to defend ourselves vigorously against all remaining\nlawsuits.\nOther Settlements\nWest Virginia subdivisions and Native American tribes were not a part of\nthe National Opioid Settlement Agreement and we had separate\nnegotiations with these groups. In July 2022, a judgment in favor of the\nDistributors was entered in bench trial before a federal judge in West\nVirginia in a case brought by Cabell County and City of Huntington. In\nJuly 2022, the Distributors reached an agreement to settle the opioid-\nrelated claims of the majority of the remaining West Virginia subdivisions.\nUnder this agreement, we agreed to pay eligible West Virginia\nsubdivisions up to approximately $\n124\n million over an eleven-year period.\nThis agreement became effective in October 2022 when all participating\nsubdivisions dismissed their cases.", + "ec9a4431-9abf-420c-846e-11d2c73cf8c1": "Other Settlements\nWest Virginia subdivisions and Native American tribes were not a part of\nthe National Opioid Settlement Agreement and we had separate\nnegotiations with these groups. In July 2022, a judgment in favor of the\nDistributors was entered in bench trial before a federal judge in West\nVirginia in a case brought by Cabell County and City of Huntington. In\nJuly 2022, the Distributors reached an agreement to settle the opioid-\nrelated claims of the majority of the remaining West Virginia subdivisions.\nUnder this agreement, we agreed to pay eligible West Virginia\nsubdivisions up to approximately $\n124\n million over an eleven-year period.\nThis agreement became effective in October 2022 when all participating\nsubdivisions dismissed their cases.\nIn October 2022, we executed a final settlement agreement with the\nNative American Tribes, pursuant to which we will pay up to\napproximately $\n136\n million over five years. In connection with this\nsettlement, the court entered dismissals for the Native American tribes\ncases.\nPrivate Plaintiffs\nThe National Opioid Settlement Agreement does not address claims by\nprivate parties, which includes unions and other health and welfare funds,\nhospital systems and other healthcare providers, businesses and\nindividuals alleging personal injury. Private parties had brought\napproximately \n403\n lawsuits as of August 8, 2023. Of these, \n102\n are\npurported class actions. The causes of action asserted by these plaintiffs\nare similar to those asserted by public plaintiffs. We are engaged in\nresolution discussions with certain private plaintiffs; however, we are\nvigorously defending ourselves in all of these matters.\nA trial in a case involving \n21\n plaintiffs began in state court in Georgia in\nJanuary 2023 and concluded in March 2023 with a verdict for the\ncompany and other defendants on all claims. In July 2023, the judge\ndenied the plaintiffs' motion for a new trial. A trial involving eight hospital\nplaintiffs that was scheduled to begin in Alabama in July 2023 was\nstayed and we do not know when it will be rescheduled.\nInsurance Litigation\nWe are involved in ongoing legal proceedings with insurers related their\nobligations to reimburse us for defense and indemnity costs in\nconnection with the lawsuits described above. During fiscal year 2023, we\nreceived approximately $\n10\n million in insurance recoveries related to\nthese matters, however, we have not recorded a receivable for any\nadditional recoveries related to these insurance litigation matters as of\nJune 30, 2023.\nCardinal Health \n|\n Fiscal 2023 Form 10-K\n69", + "d5ae244e-f918-422c-bb96-41bbde5bb5e3": "Notes to Financial Statements\nCordis IVC Filter Matters\nProduct Liability Lawsuits\nWe have been named as a defendant in approximately \n450\n product\nliability lawsuits coordinated in Alameda County Superior Court in\nCalifornia involving claims by approximately \n5,000\n plaintiffs that allege\npersonal injuries associated with the use of IVC filter products. These\nlawsuits sought a variety of remedies, including unspecified monetary\ndamages. The divestiture of the Cordis business did not include product\nliability related to the IVC filters in the U.S. and Canada, which we\nretained.\nIn April 2023, we executed a settlement agreement that, if certain\nconditions are satisfied, will resolve approximately \n4,376\n claims for\n$\n275\n million. This settlement agreement is subject to certain conditions,\nincluding certain opt-in thresholds. Between May and September 2023,\nwe will make settlement payments totaling $\n275\n million into a qualified\nsettlement fund, which will be disbursed to the plaintiffs if required\nconditions are satisfied. Since July 2021, we have also entered into other\nagreements to settle approximately \n2,881\n product liability claims. While\nthese settlements will resolve the vast majority of IVC filter product\nliability claims, they will not resolve all of them, and we intend to continue\nto vigorously defend ourselves in the remaining lawsuits.\nAdditionally, in August 2021, the Attorney General for the State of New\nMexico filed an action against certain IVC filter manufacturers, including\nus, alleging claims under New Mexico's Unfair Practices Act, Medicaid\nFraud Act and Fraud Against Taxpayers Act. The allegations made are\nsimilar to those made in the product liability lawsuits. We intend to\nvigorously defend ourselves against these claims.\nWe recognized income of $\n103\n million during fiscal 2023, primarily\nrelated to a reduction of the reserve for the estimated settlement and\ndefense costs for these matters due to the execution of the settlements\nnoted above. At June 30, 2023, we had a total of $\n385\n million accrued for\nlosses and legal defense costs, related to the IVC filter product liability\nlawsuits in our consolidated balance sheets.\nShareholder Securities Litigation\nIn August 2019, the Louisiana Sheriffs' Pension & Relief Fund filed a\npurported class action complaint against Cardinal Health and certain\ncurrent and former officers and employees in the United States District\nCourt for the Southern District of Ohio purportedly on behalf of all\npurchasers of our common shares between March 2015 and May 2018.\nIn June 2020, the court appointed 1199 SEIU Health Care Employees\nPension Fund as lead plaintiff and a consolidated amended complaint\nwas filed in September 2020. The amended complaint alleges that the\ndefendants violated Sections 10(b) and 20(a) of the Securities and\nExchange Act of 1934 by making misrepresentations and omissions\nrelated to the acquisition integration of the Cordis business and inventory\nand supply chain problems within the Cordis business, and seeks to\nrecover unspecified damages and equitable relief for the alleged\nmisstatements and omissions. The complaint also alleges that one of the\nindividual defendants violated Section 20A of the Exchange Act because\nhe sold shares of Cardinal Health stock during the\ntime period. In February 2023, we reached an agreement in principle with\nthe plaintiffs to settle this matter for $\n109\n million, subject to final approval\nby the court. The court granted its preliminary approval in April 2023 and\nwill conduct a final hearing in September 2023. If the settlement is\napproved, our insurance carriers will pay $\n109\n million to the plaintiffs. In\nfiscal year 2023, we have received approximately $\n9\n million in insurance\nrecoveries for costs incurred in connection with this matter.\nOther Civil Litigation\nGeneric Pharmaceutical Pricing Antitrust Litigation\nIn December 2019, pharmaceutical distributors including us were added\nas defendants in a civil class action lawsuit filed by indirect purchasers of\ngeneric drugs, such as hospitals and retail pharmacies. The indirect\npurchaser case is part of a multidistrict litigation consisting of multiple\nindividual class action matters consolidated in the Eastern District of\nPennsylvania. The indirect purchaser plaintiffs allege that pharmaceutical\ndistributors encouraged manufacturers to increase prices, provided anti-\ncompetitive pricing information to manufacturers and improperly engaged\nin customer allocation. In May 2020, the court granted our motion to\ndismiss. In July 2022, the indirect purchasers filed an amended complaint\nand in August 2022, we filed a motion to dismiss the intended complaint.", + "f69dce89-6fdc-4033-b80b-73a4f82306c2": "In\nfiscal year 2023, we have received approximately $\n9\n million in insurance\nrecoveries for costs incurred in connection with this matter.\nOther Civil Litigation\nGeneric Pharmaceutical Pricing Antitrust Litigation\nIn December 2019, pharmaceutical distributors including us were added\nas defendants in a civil class action lawsuit filed by indirect purchasers of\ngeneric drugs, such as hospitals and retail pharmacies. The indirect\npurchaser case is part of a multidistrict litigation consisting of multiple\nindividual class action matters consolidated in the Eastern District of\nPennsylvania. The indirect purchaser plaintiffs allege that pharmaceutical\ndistributors encouraged manufacturers to increase prices, provided anti-\ncompetitive pricing information to manufacturers and improperly engaged\nin customer allocation. In May 2020, the court granted our motion to\ndismiss. In July 2022, the indirect purchasers filed an amended complaint\nand in August 2022, we filed a motion to dismiss the intended complaint.\nWe are vigorously defending ourselves in this matter.\nAntitrust Litigation Proceeds\nWe received and recognized income resulting from settlements of\nlawsuits in which we were a class member or plaintiff of $\n130\n million\n, \n$\n18\nmillion and $\n112\n million during fiscal 2023, 2022 and 2021, respectively.\nShareholder Derivative Litigation\nBetween June 2019 and January 2020, three purported shareholders filed\nactions on behalf of Cardinal Health, Inc. in the U.S. District Court for the\nSouthern District of Ohio against certain current and former members of\nour Board of Directors alleging that the defendants breached their\nfiduciary duties by failing to effectively monitor Cardinal Health's\ndistribution of controlled substances and approving certain payments of\nexecutive compensation. In January 2020, the court consolidated these\nderivative cases under the caption In re Cardinal Health, Inc. Derivative\nLitigation and in March 2020, plaintiffs filed an amended complaint.\nIn October 2022, the court entered an order approving the settlement\nagreement reached between the parties and dismissing the case. The\nsettlement does not include any admission of liability. Under this\nsettlement, in December 2022, Cardinal Health's director and officer\nliability insurance carriers, on behalf of the defendants, paid Cardinal\nHealth $\n124\n million, less approximately $\n31\n million in attorneys' fees and\nexpenses awarded by the court to plaintiffs' counsel. Cardinal Health\nreceived net cash proceeds resulting from this settlement of $\n93\n million,\nwhich was recognized in litigation (recoveries)/charges, net, during the\nfiscal year 2023.\n \n70\nCardinal Health \n| \nFiscal 2023 Form 10-K", + "01de2d82-440b-4178-9005-d68588047908": "Notes to Financial Statements\n8. Income Taxes\nEarnings/(Loss) before Income Taxes and Provision for/(Benefit\nFrom) Income Taxes\nThe following table summarizes earnings/(loss) before income taxes:\n(in millions)\n2023\n2022\n2021\nU.S. operations\n$\n291\n \n$\n(\n1,000\n)\n$\n(\n47\n)\nNon-U.S. operations\n347\n \n231\n \n370\n \nEarnings/(loss) before income taxes\n$\n638\n \n$\n(\n769\n)\n$\n323\n \nThe following table summarizes the components of provision for/(benefit\nfrom) income taxes:\n(in millions)\n2023\n2022\n2021\nCurrent:\nFederal\n$\n254\n \n$\n34\n \n$\n(\n989\n)\nState and local\n69\n \n29\n \n92\n \nNon-U.S.\n84\n \n93\n \n112\n \nTotal current\n$\n407\n \n$\n156\n \n$\n(\n785\n)\nDeferred:\nFederal\n$\n(\n8\n)\n$\n30\n \n$\n539\n \nState and local\n13\n \n(\n22\n)\n(\n28\n)\nNon-U.S.\n(\n36\n)\n(\n1\n)\n(\n15\n)\nTotal deferred\n$\n(\n31\n)\n$\n7\n \n$\n496\n \nProvision for/(benefit from) income\ntaxes\n$\n376\n \n$\n163\n \n$\n(\n289\n)\nTax Effects of Goodwill Impairment Charges\nDuring fiscal 2023 and 2022, we recognized cumulative pre-tax goodwill\nimpairment charges of $\n1.2\n billion and $\n2.1\n billion, respectively, related to\nthe Medical Unit. The net tax benefits related to these charges were\n$\n82\n million and $\n150\n million during fiscal 2023 and 2022, respectively.\nTax Effects of Self-Insurance Pre-Tax Loss\nDuring fiscal 2021, our wholly-owned insurance subsidiary recorded a\nself-insurance pre-tax loss in its fiscal 2020 statutory financial\nstatements primarily related to opioid litigation. This self-insurance pre-\ntax loss, which did not impact our pre-tax consolidated results, was\ndeducted on our fiscal 2020 consolidated federal income tax return and\ncontributed to a significant net operating loss for tax purposes. The net\noperating loss was carried back and applied to adjust our taxable income\nfor fiscal 2015, 2016, 2017 and 2018 as permitted under the Coronavirus\nAid, Relief and Economic Security (\"CARES\") Act enacted by the United\nStates Congress in March 2020.\nAccordingly, our provision for income taxes during fiscal 2021 included a\n$\n424\n million benefit from the net operating loss carryback primarily to\nreflect the difference between the federal statutory income tax rate during\nthe fiscal years from 2015 to 2018 (\n35\n percent for fiscal 2015, 2016 and\n2017 and \n28\n percent for\nfiscal 2018) and the current federal statutory income tax rate of 21\npercent.\nIn fiscal 2021, we filed for a refund of $\n974\n million and in April 2022, we\nreceived a payment for $\n966\n million, which was net of certain\nadjustments. We also increased our non-current deferred tax liability by\napproximately $\n700\n million during fiscal 2021 related to this matter.\nWe have made reasonable estimates and recorded amounts based on\nmanagement's judgment and our current understanding of tax law;\nhowever, it is possible that the tax authorities could challenge these tax\nbenefits. The actual amount of the tax benefit may differ materially from\nthese estimates.\nTax Effects of Opioid Litigation Charges\nIn connection with the $\n1.17\n billion pre-tax charge for the opioid litigation\nrecorded during fiscal 2021, the net tax benefit was approximately $\n228\nmillion. Our tax benefits are estimates, which reflect our current\nassessment of the estimated future deductibility of the amount that may\nbe paid under the accrual taken in connection with the opioid litigation\nand are net of unrecognized tax benefits of $\n219\n million.\nWe have made reasonable estimates and recorded amounts based on\nmanagement's judgment and our current understanding of the U.S. Tax\nCuts and Jobs Act (\"Tax Act\"); however, these estimates require\nsignificant judgment since the U.S. tax law governing deductibility was\nchanged by the Tax Act. Further, it is possible Congress or the tax\nauthorities could challenge our interpretation of the Tax Act or the\nestimates and assumptions used to assess the future deductibility of\nthese benefits. The actual amount of the tax benefit may differ materially\nfrom these estimates.", + "b81600de-73ed-49ba-8f8b-f4d02151b5bb": "Our tax benefits are estimates, which reflect our current\nassessment of the estimated future deductibility of the amount that may\nbe paid under the accrual taken in connection with the opioid litigation\nand are net of unrecognized tax benefits of $\n219\n million.\nWe have made reasonable estimates and recorded amounts based on\nmanagement's judgment and our current understanding of the U.S. Tax\nCuts and Jobs Act (\"Tax Act\"); however, these estimates require\nsignificant judgment since the U.S. tax law governing deductibility was\nchanged by the Tax Act. Further, it is possible Congress or the tax\nauthorities could challenge our interpretation of the Tax Act or the\nestimates and assumptions used to assess the future deductibility of\nthese benefits. The actual amount of the tax benefit may differ materially\nfrom these estimates.\nEffective Tax Rate\nThe following table presents a reconciliation of the provision based on the\nfederal statutory income tax rate to our effective income tax rate:\n \n2023\n2022\n2021\nProvision at Federal statutory rate\n21.0\n \n%\n21.0\n \n%\n21.0\n \n%\nState and local income taxes, net of federal\nbenefit\n6.6\n \n2.2\n \n3.2\n \nTax effect of foreign operations\n(\n4.2\n)\n3.5\n \n0.7\n \nNondeductible/nontaxable items\n(\n1.1\n)\n1.2\n \n1.6\n \nImpact of Divestitures\n\u2014\n \n(\n4.9\n)\n7.0\n \nWithholding Taxes\n1.0\n \n(\n1.1\n)\n9.0\n \nChange in Valuation Allowances\n(\n5.3\n)\n3.5\n \n(\n1.4\n)\nUS Taxes on International Income \n(\n0.7\n)\n3.2\n \n(\n6.7\n)\nImpact of Resolutions with IRS and other\nrelated matters\n5.8\n \n(\n0.6\n)\n(\n13.6\n)\nOpioid litigation\n0.1\n \n(\n0.5\n)\n17.7\n \nGoodwill Impairment\n36.9\n \n(\n49.5\n)\n\u2014\n \nLoss Carryback Claims\n\u2014\n \n\u2014\n \n(\n129.9\n)\nOther\n(\n1.2\n)\n0.8\n \n1.7\n \nEffective income tax rate\n58.9\n \n%\n(\n21.2\n)\n%\n(\n89.7\n)\n%\n(1) This table reflects fiscal 2023 pretax income with tax expense, fiscal 2022 pretax\nloss with tax expense and fiscal 2021 pretax income with tax benefit.\n(2)\nCardinal Health \n|\n Fiscal 2023 Form 10-K\n71", + "4d22ce69-4742-483d-a9c0-9795cfd8914a": "Notes to Financial Statements\n(2) Includes the tax impact of Global Intangible Low-Taxed Income (\"GILTI\") tax, the\nForeign-Derived Intangible Income deduction and other foreign income that is\ntaxable under the U.S. tax code.\nThe income tax rate was \n58.9\n% and (\n21.2\n)% in fiscal 2023 and fiscal\n2022 compared to an income tax benefit rate of (\n89.7\n)% in fiscal 2021.\nFluctuations in the effective tax rates are primarily due to the impact of\ngoodwill impairment in fiscal 2023 and 2022, impact of opioid litigation in\nfiscal 2021, as well as the impact of the carryback claim filed in\naccordance with the CARES Act provision in fiscal year 2021.\nAdditionally, laws governing insurance coverage vary by state and some\nstate courts have interpreted laws and insurance policies in ways that\nmay impact our self-insurance loss, which could negatively impact our\nfinancial position.\nOur effective tax rate has benefits from negotiated lower than statutory\ntax rates in select foreign jurisdictions which individually are not material\nto our effective tax rate but in aggregate had a favorable tax impact of\napproximately $\n27\n million during fiscal 2023.\nAs of June 30, 2023, foreign earnings of approximately $\n976\n million are\nconsidered indefinitely reinvested for working capital and other offshore\ninvestment needs. The computation of tax required if those earnings are\nrepatriated is not practicable. For amounts not considered indefinitely\nreinvested, we have recorded an immaterial amount of income tax\nexpense in our consolidated financial statements in fiscal 2023.\nDeferred Income Taxes\nDeferred income taxes arise from temporary differences between financial\nreporting and tax reporting bases of assets and liabilities and operating\nloss and tax credit carryforwards for tax purposes.\nThe following table presents the components of the deferred income tax\nassets and liabilities at June 30:\n(in millions)\n2023\n2022\nDeferred income tax assets:\nReceivable basis difference\n$\n44\n \n$\n41\n \nAccrued liabilities\n704\n \n675\n \nShare-based compensation\n29\n \n34\n \nLoss and tax credit carryforwards\n671\n \n778\n \nDeferred tax assets related to uncertain tax positions\n39\n \n33\n \nOther\n53\n \n23\n \nTotal deferred income tax assets\n1,540\n \n1,584\n \nValuation allowance for deferred income tax assets\n(\n421\n)\n(\n468\n)\nNet deferred income tax assets\n$\n1,119\n \n$\n1,116\n \nDeferred income tax liabilities:\nInventory basis differences\n$\n(\n1,229\n)\n$\n(\n1,164\n)\nProperty-related\n(\n336\n)\n(\n288\n)\nGoodwill and other intangibles\n(\n624\n)\n(\n683\n)\nSelf-Insurance\n(\n975\n)\n(\n975\n)\nTotal deferred income tax liabilities\n$\n(\n3,164\n)\n$\n(\n3,110\n)\nNet deferred income tax liability\n$\n(\n2,045\n)\n$\n(\n1,994\n)\nDeferred income tax assets and liabilities in the preceding table, after\nnetting by taxing jurisdiction and for uncertain tax positions, are in the\nfollowing captions in the consolidated balance sheets at June 30:\n(in millions)\n2023\n2022\nNoncurrent deferred income tax asset (1)\n$\n53\n \n$\n36\n \nNoncurrent deferred income tax liability (2)\n(\n2,096\n)\n(\n2,030\n)\nNoncurrent deferred income tax liability transferred to\nheld for sale\n(\n2\n)\n\u2014\n \nNet deferred income tax liability\n$\n(\n2,045\n)\n$\n(\n1,994\n)\n(1)\nIncluded in other assets in the consolidated balance sheets.\n(2)\nIncluded in deferred income taxes and other liabilities in the consolidated balance\nsheets.\nAt June 30, 2023 we had gross federal, state and international loss and\ncredit carryforwards of $\n505\n million, $\n3.4\n billion and $\n2.1\n billion,\nrespectively, the tax effect of which is an aggregate deferred tax asset of\n$\n671\n million. Substantially all of these carryforwards are available for at\nleast three years. Approximately $\n403\n million of the valuation allowance\nat June 30, 2023 applies to certain federal, state and international loss\ncarryforwards that, in our opinion, are more likely than not to expire\nunutilized. However, to the extent that tax benefits related\n \nto these\ncarryforwards are realized in the future, the reduction in the valuation\nallowance would reduce income tax expense.", + "c606d51e-bb0d-42e1-a291-7bea4b91d4f1": "(2)\nIncluded in deferred income taxes and other liabilities in the consolidated balance\nsheets.\nAt June 30, 2023 we had gross federal, state and international loss and\ncredit carryforwards of $\n505\n million, $\n3.4\n billion and $\n2.1\n billion,\nrespectively, the tax effect of which is an aggregate deferred tax asset of\n$\n671\n million. Substantially all of these carryforwards are available for at\nleast three years. Approximately $\n403\n million of the valuation allowance\nat June 30, 2023 applies to certain federal, state and international loss\ncarryforwards that, in our opinion, are more likely than not to expire\nunutilized. However, to the extent that tax benefits related\n \nto these\ncarryforwards are realized in the future, the reduction in the valuation\nallowance would reduce income tax expense.\nUnrecognized Tax Benefits\nWe had $\n1.0\n billion, $\n943\n million and $\n932\n million of unrecognized tax\nbenefits at June 30, 2023, 2022 and 2021, respectively. The June 30,\n2023, 2022 and 2021 balances include $\n873\n million, $\n858\n million and\n$\n849\n million, respectively, of unrecognized tax benefits that, if\nrecognized, would have an impact on the effective tax rate. The remaining\nunrecognized tax benefits relate to tax positions for which ultimate\ndeductibility is highly certain but for which there is uncertainty as to the\ntiming of such deductibility. Recognition of these tax benefits would not\naffect our effective tax rate. We include the full amount of unrecognized\ntax benefits in deferred income taxes and other liabilities in the\nconsolidated balance sheets. \nThe following table presents a reconciliation\nof the beginning and ending amounts of unrecognized tax benefits:\n(in millions)\n2023\n2022\n2021\nBalance at beginning of fiscal year\n$\n943\n \n$\n932\n \n$\n998\n \nAdditions for tax positions of the current year\n25\n \n7\n \n121\n \nAdditions for tax positions of prior years\n133\n \n39\n \n223\n \nReductions for tax positions of prior years\n(\n16\n)\n(\n19\n)\n(\n138\n)\nSettlements with tax authorities\n(\n73\n)\n(\n12\n)\n(\n271\n)\nExpiration of the statute of limitations\n(\n2\n)\n(\n4\n)\n(\n1\n)\nBalance at end of fiscal year\n$\n1,010\n \n$\n943\n \n$\n932\n \nIt is reasonably possible that there could be a change in the amount of\nunrecognized tax benefits within the next 12 months due to activities of\nthe U.S. Internal Revenue Service (\"IRS\") or other taxing authorities,\npossible settlement of audit issues,\n \n72\nCardinal Health \n| \nFiscal 2023 Form 10-K", + "bd911dff-b56b-42cd-a7ba-8f41960a49a6": "Notes to Financial Statements\nreassessment of existing unrecognized tax benefits or the expiration of\nstatutes of limitations. We estimate that the range of the possible change\nin unrecognized tax benefits within the next 12 months is between \nzero\nand a net decrease of up to $\n50\n million, exclusive of penalties and\ninterest.\nWe recognize accrued interest and penalties related to unrecognized tax\nbenefits in the provision for income taxes. At June 30, 2023, 2022 and\n2021, we had $\n65\n million, $\n48\n million and $\n49\n million, respectively,\naccrued for the payment of interest and penalties. These balances are\ngross amounts before any tax benefits and are included in deferred\nincome taxes and other liabilities in the consolidated balance sheets. As\na result of our IRS audit settlements and carryback claim, an immaterial\namount of interest was recorded in fiscal 2023, 2022 and 2021.\nOther Tax Matters\nWe file income tax returns in the U.S. federal jurisdiction, various U.S.\nstate and local jurisdictions and various foreign jurisdictions. With few\nexceptions, we are subject to audit by taxing authorities for fiscal years\n2015 through the current fiscal year.\nExpiring or unusable loss and credit carryforwards and the required\nvaluation allowances are adjusted quarterly based on available\ninformation. This information may support either an increase or a\ndecrease in the required valuation allowance. After applying the valuation\nallowances, we do not anticipate any limitations on our use of any of the\nother net deferred income tax assets described above. We operate in a\ncomplex multinational tax environment and are subject to tax treaty\narrangements and transfer pricing guidelines for intercompany\ntransactions that are subject to interpretation. Uncertainty in a tax\nposition may arise as tax laws are subject to interpretation.\nWe are a party to a tax matters agreement with CareFusion Corporation\n(\"CareFusion\"), a subsidiary of Becton, Dickinson and Company. Under\nthe tax matters agreement, CareFusion is obligated to indemnify us for\ncertain tax exposures and transaction taxes prior to our fiscal 2010 spin-\noff of CareFusion. The indemnification receivable was $\n82\n million and $\n75\nmillion at June 30, 2023 and 2022, respectively, and is included in other\nassets in the consolidated balance sheets.\n9. Fair Value Measurements\nThe following tables present the fair values for assets and liabilities\nmeasured on a recurring basis at June 30:\n2023\n(in millions)\nLevel 1\nLevel 2\nLevel 3\nTotal\nAssets:\nCash equivalents\n$\n1,253\n \n$\n\u2014\n \n$\n\u2014\n \n$\n1,253\n \nOther investments (1)\n101\n \n\u2014\n \n\u2014\n \n101\n \nLiabilities:\nForward contracts (2)\n\u2014\n \n(\n73\n)\n\u2014\n \n(\n73\n)\n2022\n(in millions)\nLevel 1\nLevel 2\nLevel 3\nTotal\nAssets:\nCash equivalents\n$\n2,425\n \n$\n\u2014\n \n$\n\u2014\n \n$\n2,425\n \nOther investments (1)\n97\n \n\u2014\n \n\u2014\n \n97\n \nForward contracts (2)\n\u2014\n \n15\n \n\u2014\n \n15\n \n(1)\nThe other investments balance includes investments in mutual funds, which offset\nfluctuations in deferred compensation liabilities. These mutual funds invest in the\nequity securities of companies with both large and small market capitalization and\nhigh-quality fixed income debt securities. The fair value of these investments is\ndetermined using quoted market prices.\n(2)\nThe fair value of interest rate swaps, foreign currency contracts and net\ninvestment hedges is determined based on the present value of expected future\ncash flows considering the risks involved, including non-performance risk, and\nusing discount rates appropriate for the respective maturities. Observable Level 2\ninputs are used to determine the present value of expected future cash flows. The\nfair value of these derivative contracts, which are subject to master netting\narrangements under certain circumstances, is presented on a gross basis in\nprepaid expenses and other, other assets, other accrued liabilities and deferred\nincome taxes and other liabilities within the consolidated balance sheets.\n10. Financial Instruments\nWe utilize derivative financial instruments to manage exposure to certain\nrisks related to our ongoing operations. The primary risks managed\nthrough the use of derivative instruments include interest rate risk,\ncurrency exchange risk and commodity price risk. We do not use\nderivative instruments for trading or speculative purposes.", + "7a5c0f3d-035d-4d91-9db5-82e106abaa22": "Observable Level 2\ninputs are used to determine the present value of expected future cash flows. The\nfair value of these derivative contracts, which are subject to master netting\narrangements under certain circumstances, is presented on a gross basis in\nprepaid expenses and other, other assets, other accrued liabilities and deferred\nincome taxes and other liabilities within the consolidated balance sheets.\n10. Financial Instruments\nWe utilize derivative financial instruments to manage exposure to certain\nrisks related to our ongoing operations. The primary risks managed\nthrough the use of derivative instruments include interest rate risk,\ncurrency exchange risk and commodity price risk. We do not use\nderivative instruments for trading or speculative purposes. While the\nmajority of our derivative instruments are designated as hedging\ninstruments, we also enter into derivative instruments that are designed\nto hedge a risk but are not designated as hedging instruments. These\nderivative instruments are adjusted to current fair value through earnings\nat the end of each period. We are exposed to counterparty credit risk on\nall of our derivative instruments. Accordingly, we have established and\nmaintain strict counterparty credit guidelines and only enter into derivative\ninstruments with major financial institutions that are rated investment\ngrade or better. We do not have significant exposure to any one\ncounterparty and we believe the risk of loss is remote. Additionally, we do\nnot require collateral under these agreements.\nInterest Rate Risk Management\nWe are exposed to the impact of interest rate changes. Our objective is\nto manage the impact of interest rate changes on cash flows and the\nmarket value of our borrowings. We utilize a mix of debt maturities along\nwith both fixed-rate and variable-rate debt to manage changes in interest\nrates. In addition, we enter into interest rate swaps to further manage our\nexposure to interest rate variations related to our borrowings and to lower\nour overall borrowing costs.\nCurrency Exchange Risk Management\nWe conduct business in several major international currencies and are\nsubject to risks associated with changing foreign exchange rates. Our\nobjective is to reduce earnings and cash flow volatility associated with\nforeign exchange rate changes to allow management to focus its\nattention on business operations.\nCardinal Health \n|\n Fiscal 2023 Form 10-K\n73", + "a658847c-e99e-4895-8970-dbb4e212212c": "Notes to Financial Statements\nAccordingly, we enter into various contracts that change in value as\nforeign exchange rates change to protect the value of existing foreign\ncurrency assets and liabilities, commitments and anticipated foreign\ncurrency revenue and expenses.\nCommodity Price Risk Management\nWe are exposed to changes in the price of certain commodities. Our\nobjective is to reduce earnings and cash flow volatility associated with\nforecasted purchases of these commodities to allow management to\nfocus its attention on business operations. Accordingly, we enter into\nderivative contracts when possible to manage the price risk associated\nwith certain forecasted purchases.\nThe following table summarizes the fair value of our assets and liabilities\nrelated to derivatives designated as hedging instruments and the\nrespective line items in which they were recorded in the consolidated\nbalance sheets at June 30:\n(in millions)\n2023\n2022\nAssets:\nCross-currency swap (1)\n$\n\u2014\n \n$\n25\n \nCross-currency swap (2)\n23\n \n29\n \nForeign currency contracts (2)\n5\n \n7\n \nTotal assets\n$\n28\n \n$\n61\n \nLiabilities:\nCross-currency swap (3)\n$\n4\n \n$\n\u2014\n \nForeign currency contracts (3)\n4\n \n3\n \nPay-floating interest rate swaps (3)\n93\n \n43\n \nTotal liabilities\n$\n101\n \n$\n46\n \n(1) Included in other assets in the consolidated balance sheets.\n(2) Included in prepaid expenses and other in the consolidated balance sheets.\n(3) Included in other accrued liabilities in the consolidated balance sheets.\nFair Value Hedges\nWe enter into pay-floating interest rate swaps to hedge the changes in\nthe fair value of fixed-rate debt resulting from fluctuations in interest rates.\nThese contracts are designated and qualify as fair value hedges.\nAccordingly, the gain or loss recorded on the pay-floating interest rate\nswaps is directly offset by the change in fair value of the underlying debt.\nBoth the derivative instrument and the underlying debt are adjusted to\nmarket value at the end of each period with any resulting gain or loss\nrecorded in interest expense, net in the consolidated statements of\nearnings/(loss). During fiscal 2023, 2022 and 2021 there were \nno\n gains or\nlosses recorded to interest expense as changes in the market value of\nour derivative instruments offset changes in the market value of the\nunderlying debt.\nDuring fiscal 2023, 2022 and 2021, we entered into pay-floating interest\nrate swaps with total notional amounts of $\n300\n million, $\n600\n million and\n$\n200\n million, respectively. These swaps have been designated as fair\nvalue hedges of our fixed rate debt and are included in deferred income\ntaxes and other liabilities in the consolidated balance sheets.\nDuring fiscal 2021, we unwound certain interest rate swap contracts with\nthe notional amount of $\n550\n million. In connection\nwith the unwind of these contracts, we received cash proceeds of $\n18\nmillion. The related gain was recognized in interest expense, net in our\nconsolidated statements of earnings/(loss) over the remaining term of the\ndebt agreement, which matured in March 2023.\nThe following tables summarize the outstanding interest rate swaps\ndesignated as fair value hedges at June 30:\n \n2023\n(in millions)\nNotional Amount\nMaturity Date\nPay-floating interest rate swaps\n$\n1,100\n \nJun 2027\n-\nSep 2030\n2022\n(in millions)\nNotional Amount\nMaturity Date\nPay-floating interest rate swaps\n$\n800\n \nJun 2027\n-\nMay 2029\nThe following table summarizes the gain/(loss) recognized in earnings for\ninterest rate swaps designated as fair value hedges:\n(in millions)\n2023\n2022\n2021\nPay-floating interest rate swaps (1)\n$\n(\n50\n)\n$\n(\n44\n)\n$\n(\n8\n)\nFixed-rate debt (1)\n50\n \n44\n \n8\n \n(1) Included in \ninterest expense, net\n in the consolidated statements of earnings/(loss).\nCash Flow Hedges\nWe enter into derivative instruments to hedge our exposure to changes in\ncash flows attributable to interest rate, foreign currency and commodity\nprice fluctuations associated with certain forecasted transactions. These\nderivative instruments are designated and qualify as cash flow hedges.\nAccordingly, the gain or loss on the derivative instrument is reported as a\ncomponent of accumulated other comprehensive loss and reclassified\ninto earnings in the same line item associated with the forecasted\ntransaction and in the same period during which the hedged transaction\naffects earnings.", + "e70f3dd2-66dd-4c10-99d8-490e0f77efc2": "Cash Flow Hedges\nWe enter into derivative instruments to hedge our exposure to changes in\ncash flows attributable to interest rate, foreign currency and commodity\nprice fluctuations associated with certain forecasted transactions. These\nderivative instruments are designated and qualify as cash flow hedges.\nAccordingly, the gain or loss on the derivative instrument is reported as a\ncomponent of accumulated other comprehensive loss and reclassified\ninto earnings in the same line item associated with the forecasted\ntransaction and in the same period during which the hedged transaction\naffects earnings.\nDuring fiscal 2021, we terminated forward interest rate swaps with a total\nnotional amount of $\n200\n million that were entered into in fiscal 2020\nbecause the forecasted transactions were probable of not occurring. As a\nresult, we reclassified an immaterial deferred gain from accumulated\nother comprehensive loss into interest expense, net in our consolidated\nstatements of earnings/(loss).\nGains currently included within accumulated other comprehensive loss\nassociated with our cash flow hedges to be reclassified into net earnings\nwithin the next 12 months are immaterial.\nWe enter into foreign currency contracts to protect the value of\nanticipated foreign currency revenues and expenses. At June 30, 2023\nand 2022, we held contracts to hedge probable, but not firmly committed,\nrevenue and expenses. The principal currencies hedged are the Canadian\ndollar, Mexican peso, Chinese renminbi, Thai baht, Euro, Japanese yen,\nPhilippine peso, Australian dollar, Indian rupee, British pound and Swiss\nfranc.\nWe enter into commodity contracts to manage the price risk associated\nwith forecasted purchases of certain commodities used in our Medical\nsegment.\n \n74\nCardinal Health \n| \nFiscal 2023 Form 10-K", + "19cac803-640f-4797-bac4-7f9aa148e844": "Notes to Financial Statements\nThe following tables summarize the outstanding cash flow hedges at June\n30:\n \n2023\n(in millions)\nNotional Amount\nMaturity Date\nForeign currency contracts\n$\n376\n \nJul 2023\n-\nJun 2024\n \n2022\n(in millions)\nNotional Amount\nMaturity Date\nForeign currency contracts\n$\n327\n \nJul 2022\n-\nJun 2023\nThe following table summarizes the pre-tax gain/(loss) included in OCI for\nderivative instruments designated as cash flow hedges:\n(in millions)\n2023\n2022\n2021\nForward interest rate swaps\n$\n\u2014\n \n$\n\u2014\n \n$\n16\n \nCommodity contracts\n\u2014\n \n\u2014\n \n1\n \nForeign currency contracts\n(\n2\n)\n3\n \n5\n \nThe following table summarizes the pre-tax gain/(loss) reclassified from\nAOCI into earnings for derivative instruments designated as cash flow\nhedges:\n(in millions)\n2023\n2022\n2021\nForeign currency contracts (1)\n$\n9\n \n$\n5\n \n$\n(\n12\n)\nForeign currency contracts (2)\n2\n \n1\n \n(\n2\n)\nForeign currency contracts (3)\n1\n \n\u2014\n \n4\n \nForward interest rate swaps (4)\n2\n \n2\n \n2\n \nCommodity contracts (3)\n\u2014\n \n\u2014\n \n6\n \n(1) Included in revenue in the consolidated statements of earnings/(loss).\n(2) Included in cost of products sold in the consolidated statements of earnings/(loss).\n(3) Included in \nSG&A expenses\n in the consolidated statements of earnings/(loss).\n(4) Included in \ninterest expense, net\n in the consolidated statements of\nearnings/(loss).\nNet Investment Hedges\nWe hedge the foreign currency risk associated with certain net\ninvestment positions in foreign subsidiaries. To accomplish this, we enter\ninto cross-currency swaps that are designated as hedges of net\ninvestments.\nDuring fiscal 2023, we entered into \u20ac\n100\n million ($\n107\n million) cross-\ncurrency swaps maturing in March 2025, \u20ac\n100\n million ($\n107\n million)\ncross-currency swaps maturing in March 2026, \u00a5\n19\n billion ($\n150\n million)\ncross-currency swaps maturing in September 2025 and \u00a5\n19\n billion\n($\n150\n million) cross-currency swaps maturing in June 2027.\nDuring fiscal 2023, we terminated the \u20ac\n200\n million ($\n233\n million) cross-\ncurrency swap entered into in September 2018 and the \u00a5\n48\n billion\n($\n400\n million) cross-currency swaps entered into in March 2022 and\nreceived net settlements in cash of $\n19\n million and $\n10\n million,\nrespectively. These were recorded in proceeds from net investment hedge\nterminations in our consolidated statements of cash flows.\nDuring fiscal 2022, we entered into a \u00a5\n24\n billion ($\n200\n million) cross-\ncurrency swap maturing in September 2025 and a \u00a5\n24\n billion\n($\n200\n million) cross-currency swap maturing in June 2027.\nDuring fiscal 2022, we terminated the \u00a5\n64\n billion ($\n600\n million) cross-\ncurrency swap entered into in August 2019 and received a net settlement\nin cash of $\n71\n million recorded in proceeds from net investment hedge\nterminations in our consolidated statements of cash flows.\nCross-currency swaps designated as net investment hedges are marked-\nto-market using the current spot exchange rate as of the end of the\nperiod, with gains and losses included in the foreign currency translation\ncomponent of accumulated other comprehensive loss until the sale or\nsubstantial liquidation of the underlying net investments. To the extent\nthe cross-currency swaps designated as net investment hedges are not\nhighly effective, changes in carrying value attributable to the change in\nspot rates are recorded in earnings.\nPre-tax gains and losses from net investment hedges recorded in the\nforeign currency translation component of accumulated other\ncomprehensive loss were a $\n6\n million loss and a $\n86\n million gain during\nfiscal 2023 and 2022, respectively. Gains recognized in interest expense,\nnet in the consolidated statements of earnings/(loss) for the portion of the\nnet investment hedges excluded from the assessment of hedge\neffectiveness were $\n16\n million and\n \n$\n21\n million during fiscal 2023 and\n2022, respectively.", + "04c4edec-deb1-417b-905c-424ef7f6f86d": "To the extent\nthe cross-currency swaps designated as net investment hedges are not\nhighly effective, changes in carrying value attributable to the change in\nspot rates are recorded in earnings.\nPre-tax gains and losses from net investment hedges recorded in the\nforeign currency translation component of accumulated other\ncomprehensive loss were a $\n6\n million loss and a $\n86\n million gain during\nfiscal 2023 and 2022, respectively. Gains recognized in interest expense,\nnet in the consolidated statements of earnings/(loss) for the portion of the\nnet investment hedges excluded from the assessment of hedge\neffectiveness were $\n16\n million and\n \n$\n21\n million during fiscal 2023 and\n2022, respectively.\nEconomic (Non-Designated) Hedges\nWe enter into foreign currency contracts to manage our foreign exchange\nexposure related to sales transactions, intercompany financing\ntransactions and other balance sheet items subject to revaluation that do\nnot meet the requirements for hedge accounting treatment. Accordingly,\nthese derivative instruments are adjusted to current market value at the\nend of each period through earnings. The gain or loss recorded on these\ninstruments is substantially offset by the remeasurement adjustment on\nthe foreign currency denominated asset or liability. The settlement of the\nderivative instrument and the remeasurement adjustment on the foreign\ncurrency denominated asset or liability are both recorded in other\n(income)/expense, net. The principal currencies managed through foreign\ncurrency contracts are the Euro, Chinese renminbi, Canadian dollar,\nIndian rupee and Philippine peso.\nThe following tables summarize the outstanding economic (non-\ndesignated) derivative instruments at June 30:\n \n2023\n(in millions)\nNotional Amount\nMaturity Date\nForeign currency contracts\n$\n137\n \nJuly 2023\n \n2022\n(in millions)\nNotional Amount\nMaturity Date\nForeign currency contracts\n$\n265\n \nJul 2022\nThe following table summarizes the gain/(loss) recognized in earnings for\neconomic (non-designated) derivative instruments:\n(in millions)\n2023\n2022\n2021\nForeign currency contracts (1)\n$\n(\n7\n)\n$\n\u2014\n \n$\n(\n8\n)\n(1) Included in other income, net in the consolidated statements of earnings/(loss).\nCardinal Health \n|\n Fiscal 2023 Form 10-K\n75", + "ebcb6d16-442e-43b8-b75f-5d1ae6cf62e1": "Notes to Financial Statements\nFair Value of Financial Instruments\nThe carrying amounts of cash and equivalents, trade receivables, net,\naccounts payable and other accrued liabilities at June 30, 2023 and 2022\napproximate fair value due to their short-term maturities.\nThe following table summarizes the estimated fair value of our long-term\nobligations and other short-term borrowings compared to the respective\ncarrying amounts at June 30:\n(in millions)\n2023\n2022\nEstimated fair value\n$\n4,417\n \n$\n5,049\n \nCarrying amount\n4,701\n \n5,315\n \nThe fair value of our long-term obligations and other short-term borrowings\nis estimated based on either the quoted market prices for the same or\nsimilar issues or other inputs derived from available market information,\nwhich represents a Level 2 measurement.\nThe following table is a summary of the fair value gain/(loss) of our\nderivative instruments based upon the estimated amount that we would\nreceive (or pay), considering counter-party credit risk, to terminate the\ncontracts at June 30:\n2023\n2022\n(in millions)\nNotional\nAmount\nFair Value\nGain/(Loss)\nNotional\nAmount\nFair Value\nGain/(Loss)\nPay-floating interest rate\nswaps\n$\n1,100\n \n$\n(\n93\n)\n$\n800\n \n$\n(\n43\n)\nForeign currency\ncontracts\n513\n \n1\n \n592\n \n4\n \nCross-currency swap\n514\n \n19\n \n633\n \n54\n \n11. Shareholders' Equity/(Deficit)\nAt June 30, 2023 and 2022, authorized capital shares consisted of the\nfollowing: \n750\n million Class A common shares, without par value; \n5\nmillion Class B common shares, without par value; and \n500\n thousand\nnon-voting preferred shares, without par value. The Class A common\nshares and Class B common shares are collectively referred to below as\n\u201ccommon shares\u201d. Holders of common shares are entitled to share\nequally in any dividends declared by the Board of Directors and to\nparticipate equally in all distributions of assets upon liquidation.\nGenerally, the holders of Class A common shares are entitled to \none\n vote\nper share, and the holders of Class B common shares are entitled to one-\nfifth of one vote per share on proposals presented to shareholders for\nvote. Under certain circumstances, the holders of Class B common\nshares are entitled to vote as a separate class. Only Class A common\nshares were outstanding at June 30, 2023 and 2022.\nWe repurchased $\n3.1\n billion of our common shares, in the aggregate,\nthrough share repurchase programs during fiscal 2023\n, \n2022 and 2021, as\ndescribed below. We funded the repurchases with available cash and\nshort-term borrowings. The common shares repurchased are held in\ntreasury to be used for general corporate purposes.\nDuring fiscal 2023, we repurchased \n24.6\n million common shares having\nan aggregate cost of $\n1.9\n billion. We repurchased \n13.6\n million,\n3.2\n million, \n3.2\n million and \n4.6\n million common shares under multiple\naccelerated share repurchase (\"ASR\") programs with average prices paid\nper common share of $\n73.36\n, $\n77.50\n, $\n77.27\n and $\n87.18\n, respectively.\nThese repurchases began on September 14, 2022 and we expect the\nmost recent program to conclude in August 2023.\nDuring fiscal 2022, we repurchased \n19.5\n million common shares having\nan aggregate cost of $\n1.0\n billion. We repurchased \n9.8\n million, \n6.1\n million\nand \n3.6\n million common shares under multiple ASR programs with\naverage prices paid per common share of $\n51.10\n, $\n49.39\n and $\n56.02\n,\nrespectively. These repurchases began on August 18, 2021 and\nconcluded on April 18, 2022.\nDuring fiscal 2021, we repurchased \n3.7\n million common shares having an\naggregate cost of $\n200\n million. The average price paid per common share\nwas $\n54.40\n. These repurchases were made under an ASR program,\nwhich began on February 9, 2021 and was completed on March 31, 2021.", + "6c084fc8-0ec2-455a-9a9d-95966bef2e45": "During fiscal 2022, we repurchased \n19.5\n million common shares having\nan aggregate cost of $\n1.0\n billion. We repurchased \n9.8\n million, \n6.1\n million\nand \n3.6\n million common shares under multiple ASR programs with\naverage prices paid per common share of $\n51.10\n, $\n49.39\n and $\n56.02\n,\nrespectively. These repurchases began on August 18, 2021 and\nconcluded on April 18, 2022.\nDuring fiscal 2021, we repurchased \n3.7\n million common shares having an\naggregate cost of $\n200\n million. The average price paid per common share\nwas $\n54.40\n. These repurchases were made under an ASR program,\nwhich began on February 9, 2021 and was completed on March 31, 2021.\nAccumulated Other Comprehensive Loss\nThe following table summarizes the changes in the balance of\naccumulated other comprehensive loss by component and in total:\n(in millions)\nForeign\nCurrency\nTranslation\nAdjustments\nand Other\nUnrealized\nGain/(Loss) on\nDerivatives,\nnet of tax\nAccumulated\nOther\nComprehensive\nLoss\nBalance at June 30, 2021\n$\n(\n46\n)\n$\n12\n \n$\n(\n34\n)\nOther comprehensive loss,\nbefore reclassifications\n(\n56\n)\n(\n16\n)\n(\n72\n)\nAmounts reclassified to\nearnings\n\u2014\n \n(\n8\n)\n(\n8\n)\nTotal other comprehensive\nloss attributable to Cardinal\nHealth, Inc., net of tax\nexpense of $\n24\n million\n(\n56\n)\n(\n24\n)\n(\n80\n)\nBalance at June 30, 2022\n(\n102\n)\n(\n12\n)\n(\n114\n)\nOther comprehensive loss,\nbefore reclassifications\n(\n35\n)\n12\n \n(\n23\n)\nAmounts reclassified to\nearnings\n\u2014\n \n(\n14\n)\n(\n14\n)\nTotal other comprehensive\nloss attributable to Cardinal\nHealth, Inc., net of tax benefit\nof $\n2\n million\n(\n35\n)\n(\n2\n)\n(\n37\n)\nBalance at June 30, 2023\n$\n(\n137\n)\n$\n(\n14\n)\n$\n(\n151\n)\n \n76\nCardinal Health \n| \nFiscal 2023 Form 10-K", + "eca309e6-5279-429c-80c7-4ffd21c29c45": "Notes to Financial Statements\n12. Earnings/(Loss) Per Share Attributable to Cardinal\nHealth, Inc.\nThe following table reconciles the computation of basic and diluted\nearnings per share attributable to Cardinal Health, Inc.:\n(in millions, except per share amounts)\n2023\n2022\n2021\nNet earnings/(loss)\n$\n262\n \n$\n(\n932\n)\n$\n612\n \nNet earnings attributable to noncontrolling interest\n(\n1\n)\n(\n1\n)\n(\n1\n)\nNet earnings/(loss) attributable to Cardinal\nHealth, Inc.\n$\n261\n \n$\n(\n933\n)\n$\n611\n \nWeighted-average common shares\u2013basic\n261\n \n279\n \n292\n \nEffect of dilutive securities:\nEmployee stock options, restricted share units and\nperformance share units\n1\n \n\u2014\n \n2\n \nWeighted-average common shares\u2013diluted\n262\n \n279\n \n294\n \nBasic earnings/(loss) per common share\nattributable to Cardinal Health, Inc.:\n$\n1.00\n \n$\n(\n3.35\n)\n$\n2.09\n \nDiluted earnings/(loss) per common share\nattributable to Cardinal Health, Inc.:\n1.00\n \n(\n3.35\n)\n2.08\n \nThe potentially dilutive employee stock options, restricted share units and\nperformance share units that were anti-dilutive for fiscal 2023\n, \n2022 and\n2021 were \n2\n million, \n5\n million and \n3\n million, respectively. During fiscal\n2022, there were \n1\n million potentially dilutive employee stock options,\nrestricted share units and performance share units, not included in the\ncomputation of diluted loss per common share attributable to Cardinal\nHealth, Inc. because their effect would be anti-dilutive as a result of the\nnet loss for the fiscal year.\n13. Segment Information\nOur operations are principally managed on a products and services basis\nand are comprised of \ntwo\n operating segments, which are the same as our\nreportable segments: Pharmaceutical and Medical. The factors for\ndetermining the reportable segments include the manner in which\nmanagement evaluates performance for purposes of allocating resources\nand assessing performance combined with the nature of the individual\nbusiness activities.\nRevenue\nOur Pharmaceutical segment distributes branded and generic\npharmaceutical, specialty pharmaceutical and over-the-counter\nhealthcare and consumer products in the United States. This segment\nalso provides services to pharmaceutical manufacturers and healthcare\nproviders for specialty pharmaceutical products; provides pharmacy\nmanagement services to hospitals and operates a limited number of\npharmacies, including pharmacies in community health centers; operates\nnuclear pharmacies and radiopharmaceutical manufacturing facilities; and\nrepackages generic pharmaceuticals and over-the-counter healthcare\nproducts.\nOur Medical segment manufactures, sources and distributes Cardinal\nHealth branded medical, surgical and laboratory products, which are sold\nin the United States, Canada, Europe, Asia and\nother markets. In addition to distributing Cardinal Health branded\nproducts, this segment also distributes a broad range of medical, surgical\nand laboratory products known as national brand products and provides\nsupply chain services and solutions to hospitals, ambulatory surgery\ncenters, clinical laboratories and other healthcare providers in the United\nStates and Canada. This segment also distributes medical products to\npatients' homes in the United States through our Cardinal Health at-Home\nSolutions division.\nThe following table presents revenue for each reportable segment and\nCorporate:\n(in millions)\n2023\n2022\n2021\nPharmaceutical\n$\n190,009\n \n$\n165,491\n \n$\n145,796\n \nMedical\n15,014\n \n15,887\n \n16,687\n \nTotal segment revenue\n205,023\n \n181,378\n \n162,483\n \nCorporate (1)\n(\n11\n)\n(\n14\n)\n(\n16\n)\nTotal revenue\n$\n205,012\n \n$\n181,364\n \n$\n162,467\n \n(1)\nCorporate revenue consists of the elimination of inter-segment revenue and other\nrevenue not allocated to the segments.", + "6be90847-2799-4f47-adb3-0eb3d6575e14": "This segment also distributes medical products to\npatients' homes in the United States through our Cardinal Health at-Home\nSolutions division.\nThe following table presents revenue for each reportable segment and\nCorporate:\n(in millions)\n2023\n2022\n2021\nPharmaceutical\n$\n190,009\n \n$\n165,491\n \n$\n145,796\n \nMedical\n15,014\n \n15,887\n \n16,687\n \nTotal segment revenue\n205,023\n \n181,378\n \n162,483\n \nCorporate (1)\n(\n11\n)\n(\n14\n)\n(\n16\n)\nTotal revenue\n$\n205,012\n \n$\n181,364\n \n$\n162,467\n \n(1)\nCorporate revenue consists of the elimination of inter-segment revenue and other\nrevenue not allocated to the segments.\nThe following table presents revenue for each reportable segment and\ndisaggregated revenue within our two reportable segments and Corporate:\n(in millions)\n2023\n2022\n2021\nPharmaceutical and Specialty\nPharmaceutical Distribution and Services\n(1)\n$\n188,812\n \n$\n164,580\n \n$\n144,988\n \nNuclear and Precision Health Solutions (2)\n1,197\n \n911\n \n808\n \nPharmaceutical segment revenue\n190,009\n \n165,491\n \n145,796\n \nMedical Products and Distribution (3)\n12,374\n \n13,462\n \n14,485\n \nCardinal Health at-Home Solutions\n2,640\n \n2,425\n \n2,202\n \nMedical segment revenue\n15,014\n \n15,887\n \n16,687\n \n Total segment revenue\n205,023\n \n181,378\n \n162,483\n \nCorporate (4)\n(\n11\n)\n(\n14\n)\n(\n16\n)\nTotal revenue\n$\n205,012\n \n$\n181,364\n \n$\n162,467\n \nCardinal Health \n|\n Fiscal 2023 Form 10-K\n77", + "29f19c03-897c-495e-809a-58b4b81c701a": "Notes to Financial Statements\n(1)\nComprised of all Pharmaceutical segment businesses except for Nuclear and\nPrecision Health Solutions division.\n(2)\nIncrease from prior year relates to new product launches and changes in revenue\npresentation from agent to principal for certain customer contracts.\n(3)\nComprised of all Medical segment businesses except for Cardinal Health at-Home\nSolutions division.\n(4)\nCorporate revenue consists of the elimination of inter-segment revenue and other\nrevenue not allocated to the segments.\nThe following table presents revenue by geographic area:\n(in millions)\n2023\n2022\n2021\nUnited States\n$\n200,384\n \n$\n176,855\n \n$\n157,756\n \nInternational\n4,639\n \n4,523\n \n4,727\n \nTotal segment revenue\n205,023\n \n181,378\n \n162,483\n \nCorporate (1)\n(\n11\n)\n(\n14\n)\n(\n16\n)\nTotal revenue\n$\n205,012\n \n$\n181,364\n \n$\n162,467\n \n(1)\nCorporate revenue consists of the elimination of inter-segment revenue and other\nrevenue not allocated to the segments.\nSegment Profit\nWe evaluate segment performance based on segment profit, among other\nmeasures. Segment profit is segment revenue, less segment cost of\nproducts sold, less segment distribution, selling, general and\nadministrative (\"SG&A\") expenses. Segment SG&A expenses include\nshare-based compensation expense as well as allocated corporate\nexpenses for shared functions, including corporate management,\ncorporate finance, financial and customer care shared services, human\nresources, information technology, legal and compliance, including\ncertain litigation defense costs. Corporate expenses are allocated to the\nsegments based on headcount, level of benefit provided and other ratable\nallocation methodologies. The results attributable to noncontrolling\ninterests are recorded within segment profit.\nWe do not allocate the following items to our segments:\n\u2022\nlast-in first-out, or (\"LIFO\"), inventory charges/(credits);\n\u2022\nsurgical gown recall costs/(income);\n\u2022\nshareholder cooperation agreement costs;\n\u2022\nstate opioid assessment related to prior fiscal years; in\nconnection with the New York Opioid Stewardship Act as\ndiscussed further in \nNote 7\n;\n\u2022\nrestructuring and employee severance;\n\u2022\namortization and other acquisition-related costs;\n\u2022\nimpairments and (gain)/loss on disposal of assets, net; in\nconnection with goodwill impairment testing for the Medical Unit\nas discussed further in \nNote 4\n, we recognized cumulative pre-tax\ngoodwill impairment charges of $\n1.2\n billion and $\n2.1\n billion during\nfiscal 2023 and 2022, respectively;\n\u2022\nlitigation (recoveries)/charges, net; in connection with the opioid\nlitigation as discussed further in \nNote 7\n, we recognized a pre-tax\ncharge of $\n1.17\n billion\n \nduring fiscal 2021;\n\u2022\nother (income)/expense, net;\n\u2022\ninterest expense, net;\n\u2022\nloss on early extinguishment of debt;\n\u2022\n(gain)/loss on sale of equity interest in naviHealth;\n\u2022\nprovision for/(benefit from) income taxes\nIn addition, certain investment spending, certain portions of enterprise-\nwide incentive compensation and other spending are not allocated to the\nsegments. Investment spending generally includes the first-year spend for\ncertain projects that require incremental investments in the form of\nadditional operating expenses. Because approval for these projects is\ndependent on executive management, we retain these expenses at\nCorporate. Investment spending within Corporate was $\n35\n million, $\n50\nmillion and $\n27\n million for fiscal 2023, 2022 and 2021, respectively.", + "80601abb-f468-4c47-bfd0-9d08c73ab180": "Investment spending generally includes the first-year spend for\ncertain projects that require incremental investments in the form of\nadditional operating expenses. Because approval for these projects is\ndependent on executive management, we retain these expenses at\nCorporate. Investment spending within Corporate was $\n35\n million, $\n50\nmillion and $\n27\n million for fiscal 2023, 2022 and 2021, respectively.\nThe following table presents segment profit by reportable segment and\nCorporate:\n(in millions)\n2023\n2022\n2021\nPharmaceutical\n$\n1,999\n \n$\n1,770\n \n$\n1,684\n \nMedical\n111\n \n216\n \n577\n \nTotal segment profit\n2,110\n \n1,986\n \n2,261\n \nCorporate\n(\n1,383\n)\n(\n2,582\n)\n(\n1,789\n)\nTotal operating earnings/(loss)\n$\n727\n \n$\n(\n596\n)\n$\n472\n \nThe following tables present depreciation and amortization and additions\nto property and equipment by reportable segment and Corporate:\n(in millions)\n2023\n2022\n2021\nPharmaceutical\n$\n225\n \n$\n193\n \n$\n151\n \nMedical\n213\n \n216\n \n226\n \nCorporate\n254\n \n283\n \n406\n \nTotal depreciation and amortization\n$\n692\n \n$\n692\n \n$\n783\n \n(in millions)\n2023\n2022\n2021\nPharmaceutical\n$\n90\n \n$\n79\n \n$\n55\n \nMedical\n209\n \n140\n \n97\n \nCorporate\n182\n \n168\n \n248\n \nTotal additions to property and\nequipment\n$\n481\n \n$\n387\n \n$\n400\n \n \n78\nCardinal Health \n| \nFiscal 2023 Form 10-K", + "ac596d85-9d96-4882-8bf9-77bc3d460dbb": "Notes to Financial Statements\nThe following table presents total assets for each reportable segment and\nCorporate at June 30:\n(in millions)\n2023\n2022\n2021\nPharmaceutical\n$\n28,077\n \n$\n26,409\n \n$\n23,624\n \nMedical (1) (2)\n10,130\n \n11,632\n \n15,408\n \nCorporate\n5,210\n \n5,837\n \n5,421\n \nTotal assets\n$\n43,417\n \n$\n43,878\n \n$\n44,453\n \n(1)\nAssets of $\n1.1\n billion related to the Cordis business were included within Medical\nat June 30, 2021. We sold the Cordis business during fiscal 2022.\n(2)\nMedical reflects $\n1.2\n billion and $\n2.1\n billion cumulative pre-tax goodwill\nimpairment charges recorded in connection with the goodwill impairment testing for\nthe Medical Unit during fiscal 2023 and 2022, respectively.\nThe following table presents property and equipment, net by geographic\narea:\n(in millions)\n2023\n2022\n2021\nUnited States\n$\n2,026\n \n$\n1,976\n \n$\n1,958\n \nInternational\n436\n \n385\n \n402\n \nProperty and equipment, net\n$\n2,462\n \n$\n2,361\n \n$\n2,360\n \n14. Share-Based Compensation\nWe maintain stock incentive plans (collectively, the \u201cPlans\u201d) for the\nbenefit of certain of our officers, directors and employees. At June 30,\n2023, \n21\n million shares remain available for future grants under the\nCardinal Health, Inc. 2021 Long-Term Incentive Plan (\"2021 LTIP\"). Under\nthe 2021 LTIP's fungible share counting provisions, stock options are\ncounted against the plan as one share for every share issued; awards\nother than stock options are counted against the plan as two and one-half\nshares for every share issued. This means that only \n8\n million shares\ncould be issued under awards other than stock options while \n21\n million\nshares could be issued under stock options. Shares are issued out of\ntreasury shares when stock options are exercised and when restricted\nshare units and performance share units vest. Until the end of fiscal 2018,\nstock options were granted to our officers and certain employees. There\nwere \nno\n stock options granted to employees during fiscal 2023, 2022 or\n2021.\nThe following table provides total share-based compensation expense by\ntype of award:\n(in millions)\n2023\n2022\n2021\nRestricted share unit expense\n$\n64\n \n$\n69\n \n$\n73\n \nPerformance share unit expense\n32\n \n12\n \n16\n \nTotal share-based compensation expense\n$\n96\n \n$\n81\n \n$\n89\n \nThe total tax benefit related to share-based compensation was $\n12\nmillion each for fiscal 2023, 2022 and 2021.\nRestricted Share Units\nRestricted share units granted under the Plans generally vest in equal\nannual installments over \nthree years\n. Restricted share units\naccrue cash dividend equivalents that are payable upon vesting of the\nawards.\nThe following table summarizes all transactions related to restricted\nshare units under the Plans:\n(in millions, except per share amounts)\nRestricted Share\nUnits\nWeighted-Average\nGrant Date Fair\nValue per Share\nNonvested at June 30, 2021\n3.0\n \n$\n49.05\n \nGranted\n1.7\n \n51.83\n \nVested\n(\n1.5\n)\n49.60\n \nCanceled and forfeited\n(\n0.5\n)\n50.58\n \nNonvested at June 30, 2022\n2.7\n \n46.03\n \nGranted\n1.3\n \n70.33\n \nVested\n(\n1.4\n)\n50.11\n \nCanceled and forfeited\n(\n0.4\n)\n58.46\n \nNonvested at June 30, 2023\n2.2\n \n$\n57.37\n \nThe following table provides additional data related to restricted share unit\nactivity:\n(in millions)\n2023\n2022\n2021\nTotal compensation cost, net of estimated\nforfeitures, related to nonvested restricted\nshare and share unit awards not yet\nrecognized, pre-tax\n$\n73\n \n$\n73\n \n$\n73\n \nWeighted-average period in years over which\nrestricted share and share unit cost is\nexpected to be recognized (in years)\n2\n2\n2\nTotal fair value of shares vested during the\nyear\n$\n58\n \n$\n74\n \n$\n70\n \nPerformance Share Units\nPerformance share units generally vest over a \nthree\n-year performance\nperiod based on achievement of specific performance goals.", + "ad9a1d73-2f34-4c4b-9c87-4ec43d95ff13": "Based on\nthe extent to which the targets are achieved, vested shares may range\nfrom \nzero\n to \n234\n percent of the target award amount. Performance share\nunits accrue cash dividend equivalents that are payable upon vesting of\nthe awards.\nThe following table summarizes all transactions related to performance\nshare units under the Plans (based on target award amounts):\n(in millions, except per share amounts)\nPerformance\nShare Units\nWeighted-Average\nGrant Date Fair\nValue per Share\nNonvested at June 30, 2021\n1.2\n \n$\n54.89\n \nGranted\n0.4\n \n51.91\n \nVested\n(\n0.3\n)\n52.36\n \nCanceled and forfeited\n(\n0.1\n)\n52.66\n \nNonvested at June 30, 2022\n1.2\n \n54.32\n \nGranted\n0.7\n \n78.07\n \nVested\n(\n0.4\n)\n59.04\n \nCanceled and forfeited\n(\n0.3\n)\n65.52\n \nNonvested at June 30, 2023\n1.2\n \n$\n82.17\n \nCardinal Health \n|\n Fiscal 2023 Form 10-K\n79", + "f78787ca-7d28-4b06-b5c2-dadecab66a22": "Notes to Financial Statements\nThe following table provides additional data related to performance share\nunit activity:\n(in millions)\n2023\n2022\n2021\nTotal compensation cost, net of estimated\nforfeitures, related to nonvested performance\nshare units not yet recognized, pre-tax\n$\n38\n \n$\n17\n \n$\n26\n \nWeighted-average period over which performance\nshare unit cost is expected to be recognized (in\nyears)\n2\n2\n2\nTotal fair value of shares vested during the year\n$\n23\n \n$\n14\n \n$\n1\n \nEmployee Retirement Savings Plans\nSubstantially all of our domestic non-union employees are eligible to be\nenrolled in our company-sponsored contributory retirement savings plans,\nwhich include features under Section 401(k) of the Internal Revenue Code\nof 1986 and provide for matching and discretionary contributions by us.\nThe total expense for our employee retirement savings plans was $\n66\nmillion, $\n60\n million and $\n55\n million for fiscal 2023, 2022 and 2021,\nrespectively.\n \n80\nCardinal Health \n| \nFiscal 2023 Form 10-K", + "218779fc-8a8e-4cf7-943f-94df9e6f1b06": "Schedule II\nValuation and Qualifying Accounts\nCardinal Health, Inc. and Subsidiaries\nSchedule II - Valuation and Qualifying Accounts\n(in millions)\nBalance at\nBeginning of Period\nCharged to Costs\nand Expenses (1)\nCharged to\nOther Accounts (2)\nDeductions (3)\nBalance at\nEnd of Period\nFiscal 2023\nAccounts receivable\n$\n273\n \n$\n197\n \n$\n\u2014\n \n$\n(\n171\n)\n$\n299\n \nFinance notes receivable\n8\n \n\u2014\n \n\u2014\n \n(\n2\n)\n6\n \nSales returns and allowances\n617\n \n2,217\n \n\u2014\n \n(\n2,360\n)\n474\n \n$\n898\n \n$\n2,414\n \n$\n\u2014\n \n$\n(\n2,533\n)\n$\n779\n \nFiscal 2022\nAccounts receivable\n$\n243\n \n$\n154\n \n$\n1\n \n$\n(\n125\n)\n$\n273\n \nFinance notes receivable\n12\n \n1\n \n\u2014\n \n(\n5\n)\n8\n \nSales returns and allowances\n689\n \n2,359\n \n\u2014\n \n(\n2,431\n)\n617\n \n$\n944\n \n$\n2,514\n \n$\n1\n \n$\n(\n2,561\n)\n$\n898\n \nFiscal 2021\nAccounts receivable\n$\n207\n \n$\n129\n \n$\n1\n \n$\n(\n94\n)\n$\n243\n \nFinance notes receivable\n27\n \n5\n \n\u2014\n \n(\n20\n)\n12\n \nSales returns and allowances\n495\n \n2,568\n \n\u2014\n \n(\n2,374\n)\n689\n \n$\n729\n \n$\n2,702\n \n$\n1\n \n$\n(\n2,488\n)\n$\n944\n \n(1)\nFiscal 2023, 2022 and 2021 include $\n98\n million, $\n87\n million and $\n70\n million, respectively, for reserves related to service charges and customer pricing disputes, excluded from\nprovision for bad debts on the consolidated statements of cash flows and classified as a reduction in revenue in the consolidated statements of earnings/(loss).\n(2)\nRecoveries of amounts provided for or written off in prior years was $\n1\n million in each fiscal year 2023, 2022 and 2021.\n(3)\nWrite-off of uncollectible accounts or actual sales returns.\nThe sum of the components may not equal the total due to rounding.\nCardinal Health \n|\n Fiscal 2023 Form 10-K\n81", + "122293eb-fe25-40a3-b25f-fed8832de7ff": "Directors, Executive Officers, and Corporate Governance\nDirectors, Executive Officers and Corporate Governance\nInformation About Our Executive Officers\nThe following is a list of our executive officers:\nName\nAge\nPosition\nJason M. Hollar\n50\nChief Executive Officer\nAaron E. Alt\n51\nChief Financial Officer\nDeborah L. Weitzman\n58\nChief Executive Officer, Pharmaceutical segment\nStephen M. Mason\n52\nChief Executive Officer, Medical segment\nOla M. Snow\n56\nChief Human Resources Officer\nJessica L. Mayer\n54\nChief Legal and Compliance Officer\nMichelle D. Greene\n53\nExecutive Vice President, Chief Information Officer and Customer Support Services\nThe business experience summaries provided below for our executive officers describe positions held during the last five years (unless otherwise\nindicated).\nMr. Hollar has served as Chief Executive Officer since September 2022. From May 2020 through August 2022, Mr. Hollar served as Chief Financial\nOfficer. Prior to that, Mr. Hollar served as the Executive Vice President and Chief Financial Officer of Tenneco Inc. (\"Tenneco\") from July 2018. From\nJune 2017 to June 2018, Mr. Hollar was Senior Vice President Finance at Tenneco. Prior to that, Mr. Hollar served as Chief Financial Officer of Sears\nHolding Corporation (\"Sears\") from October 2016 to April 2017. Sears filed for Chapter 11 bankruptcy in October 2018.\nMr. Alt has served as Chief Financial Officer since February 2023. Prior to that, Mr. Alt served as Executive Vice President and Chief Financial Officer of\nSysco Corporation from December 2020. From October 2018 to November 2020, Mr. Alt served as Senior Vice President and Chief Financial Officer of\nSally Beauty Holdings, Inc. and President of Sally Beauty Supply. Prior to that, Mr. Alt was Sally Beauty Holdings' Senior Vice President, Chief\nFinancial Officer and Chief Administrative Officer from May 2018 to October 2018.\nMs. Weitzman has served as Chief Executive Officer, Pharmaceutical segment since September 2022. From July 2017 until September 2022, Ms.\nWeitzman served as the President of our Pharmaceutical Distribution division.\nMr. Mason has served as Chief Executive Officer, Medical segment since August 2019. From September 2016 through August 2019, Mr. Mason served\nas President of Cardinal Health at-Home Solutions within our Medical segment.\nMs. Snow has served as Chief Human Resources Officer since October 2018. From January 2016 through September 2018, Ms. Snow served as our\nSenior Vice President, Human Resources, Total Rewards, Talent Acquisition and Corporate Business Partner.\nMs. Mayer has served as Chief Legal and Compliance Officer since March 2019. Ms. Mayer served as Executive Vice President, Deputy General\nCounsel and Secretary from September 2017 through March 2019.\nMs. Greene has served as Executive Vice President, Chief Information Officer and Customer Support Services since August 2022. From February 2021\nuntil August 2022, Ms. Greene served as the Senior Vice President of Pharmaceutical segment Information Technology. Prior to joining Cardinal Health,\nMs. Greene served as Vice President, Information Technology, at Masco Corporation from March 2018 through February 2021.\nDirectors and Corporate Governance\nWe have adopted \nStandards of Business Conduct\n that apply to all of our directors, officers and employees. The \nStandards of Business Conduct\n outline\nour corporate values and standards of integrity and behavior and are designed to protect and promote our reputation. The full text of the \nStandards of\nBusiness Conduct\n is posted on our website at www.cardinalhealth.com under \u201cAbout Us \u2014 Ethics and Compliance.\u201d\nAny waiver of the \nStandards of Business Conduct\n for directors or executive officers must be approved by the Risk Oversight Committee. As required\nunder SEC and New York Stock Exchange rules, we will disclose future amendments to our \nStandards of Business Conduct\n and waivers from the\nStandards of Business Conduct\n for our principal executive officer, principal financial officer and principal accounting officer, or persons performing similar\nfunctions, and our other executive officers and directors on our website within four business days following the date of the amendment or waiver.\n \n82\nCardinal Health \n| \nFiscal 2023 Form 10-K", + "d1fe22e9-24c1-4ced-840f-922d6e7dcaff": "Directors, Executive Officers, and Corporate Governance\nThe other information called for by Item 10 of Form 10-K is incorporated by reference to our Definitive Proxy Statement (which will be filed with the SEC\npursuant to Regulation 14A under the Exchange Act) relating to our 2023 Annual Meeting of Shareholders (our \u201c2023 Proxy Statement\u201d) under the\ncaptions \u201cCorporate Governance\u201d and \u201cShare Ownership Information.\u201d\nThe other information called for by Item 12 of Form 10-K is incorporated by reference to our 2023 Proxy Statement under the caption \"Share Ownership\nInformation.\"\nCardinal Health \n|\n Fiscal 2023 Form 10-K\n83", + "acacc034-a752-499b-9ebe-4265767fb648": "Exhibits\nExhibits, Financial Statement Schedules\n(a)(1) The following financial statements are included in the \"Financial Statements\" section of this report:\nPage\nConsolidated Financial Statements and Schedule:\n51\nReport\ns\n of Independent Registered Public Accounting Firm\n (PCAOB ID: \n42\n)\n51\nConsolidated Statements of Earnings/(Loss) for the Fiscal Years Ended June 30, 2023, 2022 and 2021\n52\nConsolidated Statements of Comprehensive Income/(Loss) for the Fiscal Years Ended June 30, 2023, 2022 and 2021\n53\nConsolidated Balance Sheets at June 30, 2023 and 2022\n54\nConsolidated Statements of Shareholders\u2019 Equity/(Deficit) for the Fiscal Years Ended June 30, 2023, 2022 and 2021\n55\nConsolidated Statements of Cash Flows for the Fiscal Years Ended June 30, 2023, 2022 and 2021\n56\nNotes to Consolidated Financial Statements\n57\n(a)(2) The following Supplemental Schedule is included in this report:\nPage\nSchedule II - Valuation and Qualifying Accounts\n81\nAll other schedules not listed above have been omitted as not applicable or because the required information is included in the Consolidated Financial\nStatements or in the Notes thereto.\nExhibit\nNumber\nExhibit Description\n2.1.1\nStock and Asset Purchase Agreement, dated April 18, 2017, between Cardinal Health, Inc. and Medtronic plc (incorporated by reference to Exhibit 2.1 to Cardinal\nHealth's Current Report on Form 8-K filed on April 18, 2017, File No. 1-11373)\n2.1.2\nAmendment No. 1, dated as of July 28, 2017, to Stock and Asset Purchase Agreement, dated April 18, 2017, between Cardinal Health, Inc. and Medtronic plc\n(incorporated by reference to Exhibit 2.2.2 to Cardinal Health's Annual Report on Form 10-K for the year ended June 30, 2017, File No. 1-11373)\n3.1\nAmended and Restated Articles of Incorporation of Cardinal Health, Inc., as amended (incorporated by reference to Exhibit 3.1 to Cardinal Health\u2019s Quarterly Report\non Form 10-Q for the quarter ended September 30, 2008, File No. 1-11373)\n3.2\nCardinal Health, Inc. Restated Code of Regulations (incorporated by reference to Exhibit \n3.1\n to Cardinal Health\u2019s \nCurrent\n Report on Form \n8-K\n filed on \nMay 11, 2023,\n File\nNo. 1-11373)\n4.1\nSpecimen Certificate for Common Shares of Cardinal Health, Inc. (incorporated by reference to Exhibit 4.01 to Cardinal Health\u2019s Annual Report on Form 10-K for the\nfiscal year ended June 30, 2001, File No. 1-11373)\n4.2.1\nIndenture, dated as of June 2, 2008, between Cardinal Health, Inc. and The Bank of New York Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to\nCardinal Health\u2019s Current Report on Form 8-K filed on June 2, 2008, File No. 1-11373)\n4.2.2\nForm of 3.200% Notes due 2022 (incorporated by reference to Exhibit 4.2 to Cardinal Health's Current Report on Form 8-K filed on May 21, 2012, File No. 1-11373)\n4.2.3\nForm of 3.200% Notes due 2023 (incorporated by reference to Exhibit 4.2 to Cardinal Health's Current Report on Form 8-K filed on February 22, 2013, File No. 1-\n11373)\n4.2.4\nForm of 4.600% Notes due 2043 (incorporated by reference to Exhibit 4.3 to Cardinal Health's Current Report on Form 8-K filed on February 22, 2013, File No. 1-\n11373)\n4.2.5\nForm of 3.500% Notes due 2024 (incorporated by reference to Exhibit 4.2 to Cardinal Health\u2019s Current Report on Form 8-K filed on November 19, 2014, File No.", + "ccab09a3-b925-4193-8263-07a18df3a6a1": "1-11373)\n4.2.3\nForm of 3.200% Notes due 2023 (incorporated by reference to Exhibit 4.2 to Cardinal Health's Current Report on Form 8-K filed on February 22, 2013, File No. 1-\n11373)\n4.2.4\nForm of 4.600% Notes due 2043 (incorporated by reference to Exhibit 4.3 to Cardinal Health's Current Report on Form 8-K filed on February 22, 2013, File No. 1-\n11373)\n4.2.5\nForm of 3.500% Notes due 2024 (incorporated by reference to Exhibit 4.2 to Cardinal Health\u2019s Current Report on Form 8-K filed on November 19, 2014, File No. 1-\n11373)\n4.2.6\nForm of 4.500% Notes due 2044 (incorporated by reference to Exhibit 4.3 to Cardinal Health\u2019s Current Report on Form 8-K filed on November 19, 2014, File No. 1-\n11373)\n4.2.7\nForm of 3.750% Notes due 2025 (incorporated by reference to Exhibit 4.2 to Cardinal Health\u2019s Current Report on Form 8-K filed on June 23, 2015, File No. 1-11373)\n4.2.8\nForm of 4.900% Notes due 2045 (incorporated by reference to Exhibit 4.3 to Cardinal Health\u2019s Current Report on Form 8-K filed on June 23, 2015, File No. 1-11373)\n4.2.11\nForm of 2.616% notes due 2022 (incorporated by reference to Exhibit 4.2 to Cardinal Health's Current Report on Form 8-K filed on June 12, 2017, File No. 1-11373)\n4.2.12\nForm of Floating rate notes due 2022 (incorporated by reference to Exhibit 4.3 to Cardinal Health's Current Report on Form 8-K filed on June 12, 2017, File No. 1-\n11373)\n4.2.13\nForm of 3.079% notes due 2024 (incorporated by reference to Exhibit 4.4 to Cardinal Health's Current Report on Form 8-K filed on June 12, 2017, File No. 1-11373)\n4.2.14\nForm of 3.410% notes due 2027 (incorporated by reference to Exhibit 4.5 to Cardinal Health's Current Report on Form 8-K filed on June 12, 2017, File No. 1-11373)\n \n84\nCardinal Health \n| \nFiscal 2023 Form 10-K", + "f61b933c-d952-49d5-af74-256fa8926a6e": "Exhibits\n4.2.15\nForm of 4.368% notes due 2047 (incorporated by reference to Exhibit 4.6 to Cardinal Health's Current Report on Form 8-K filed on June 12, 2017, File No. 1-11373)\n4.3\nAgreement to furnish to the Securities and Exchange Commission upon request a copy of instruments defining the rights of holders of certain long-term debt of Cardinal\nHealth, Inc. and consolidated subsidiaries (incorporated by reference to Exhibit 4.07 to Cardinal Health\u2019s Annual Report on Form 10-K for the fiscal year ended June 30,\n2005, File No. 1-11373)\n4.4\nDescription of Securities (incorporated by reference to Exhibit 4.4 to Cardinal Health's Annual Report on Form 10-K for the fiscal year ended June 30, 2019, File No. 1-\n11373)\n10.1.1\nCardinal Health, Inc. 2021 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Cardinal Health\u2019s Current Report on Form 8-K filed on November 9,\n2021, File No. 1-11373)*\n10.1.2\nForm of Restricted Share Units Agreement under the Cardinal Health, Inc. 2021 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2\n.2 \nto Cardinal\nHealth\u2019s \nQuarterly\n Report on Form \n10-Q\n filed on \nFebruary\n \n3\n, 202\n2\n, File No. 1-11373)*\n10.1.3\nForm of Performance Share Units Agreement under the Cardinal Health, Inc. 2021 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3\n.2\n to Cardinal\nHealth\u2019s \nQuarterly\n Report on Form \n10-Q\n filed on \nFebruary\n \n3\n, 202\n2\n, File No. 1-11373)*\n10.1.4\nForm of Nonqualified Stock Option Agreement under the Cardinal Health, Inc. 2021 Long-Term Incentive Plan (incorporated by reference to Exhibit \n10.4.2\n to Cardinal\nHealth\u2019s \nQuarterly\n Report on Form \n10-Q\n filed on \nFebruary 3, 2022,\n File No. 1-11373)*\n10.1.5\nForm of Directors\u2019 Restricted Share Units Agreement under the Cardinal Health, Inc. 2021 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.5 to\nCardinal Health\u2019s Current Report on Form 8-K filed on November 9, 2021, File No. 1-11373)\n10.1.6\nCardinal Health, Inc. Management Incentive Plan (incorporated by reference to Exhibit 10.6 to Cardinal Health\u2019s Current Report on Form 8-K filed on November 9, 2021,\nFile No. 1-11373)*\n10.2.1\nCardinal Health, Inc. 2011 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Cardinal Health\u2019s Current Report on Form 8-K/A filed on November 4,\n2011, File No. 1-11373)*\n10.2.2\nFirst Amendment to Cardinal Health, Inc. 2011 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1.2 to Cardinal Health's Annual Report on Form 10-K for\nthe fiscal year ended June 30, 2014)*\n10.2.3\nForm of Nonqualified Stock Option Agreement under the Cardinal Health, Inc. 2011 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to Cardinal\nHealth\u2019s Current Report on Form 8-K/A filed on November 4, 2011, File No. 1-11373)*\n10.2.4\nForm of Nonqualified Stock Option Agreement under the Cardinal Health, Inc. 2011 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1.3 to Cardinal\nHealth\u2019s Annual Report on Form 10-K for the fiscal year ended June 30, 2012, File No. 1-11373)*\n10.2.5\nForm of Amendment to Stock Option and Restricted Share Units Agreements under the Cardinal Health, Inc. 2011 Long-Term Incentive Plan, the Cardinal Health, Inc.", + "e465d025-0beb-4fa8-8f10-c4dc5f77fd6d": "2011 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to Cardinal\nHealth\u2019s Current Report on Form 8-K/A filed on November 4, 2011, File No. 1-11373)*\n10.2.4\nForm of Nonqualified Stock Option Agreement under the Cardinal Health, Inc. 2011 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1.3 to Cardinal\nHealth\u2019s Annual Report on Form 10-K for the fiscal year ended June 30, 2012, File No. 1-11373)*\n10.2.5\nForm of Amendment to Stock Option and Restricted Share Units Agreements under the Cardinal Health, Inc. 2011 Long-Term Incentive Plan, the Cardinal Health, Inc.\n2005 Long-Term Incentive Plan and the Cardinal Health, Inc. 2007 Nonemployee Directors Equity Incentive Plan (incorporated by reference to Exhibit 10.1.9 to Cardinal\nHealth's Annual Report on Form 10-K for the fiscal year ended June 30, 2013, File No. 1-11373)*\n10.3.1\nAmended Cardinal Health, Inc. 2011 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Cardinal Health's Current Report on Form 8-K filed on\nNovember 7, 2016, File No. 1-11373)*\n10.3.2\nFirst Amendment to Amended Cardinal Health, Inc. 2011 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2.2 to Cardinal Health's Annual Report on\nForm 10-K \nfor the fiscal year end June 30, 2017, File No. 1-11373)*\n10.3.3\nSecond Amendment to the Amended Cardinal Health, Inc. 2011 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to Cardinal Health's Quarterly Report\non Form 10-Q for the quarter ended December 31, 3019, File No. 1-11373)*\n10.3.4\nForm of Nonqualified Stock Option Agreement under the Amended Cardinal Health, Inc. 2011 Long-Term Incentive Plan \n(incorporated by reference to Exhibit 10.2.3 to\nCardinal Health's Annual Report on Form 10-K \nfor the fiscal year end June 30, 2017, File No. 1-11373)*\n10.3.5\nForm of Restricted Share Units Agreement under the Amended Cardinal Health, Inc. 2011 Long-Term Incentive Plan \n(incorporated by reference to Exhibit 10.2.4 to\nCardinal Health's Annual Report on Form 10-K \nfor the fiscal year end June 30, 2017, File No. 1-11373)*\n10.3.6\nForm of Restricted Share Units Agreement under the Amended Cardinal Health, Inc. 2011 Long-Term Incentive Plan (incorporate by reference to Exhibit 10.3 to Cardinal\nHealth's Quarterly Report on Form 10-Q for the quarter ended December 31, 2019, File No. 1-11373)*\n10.3.7\nForm of Performance Share Units Agreement under the Amended Cardinal Health, Inc. 2011 Long-Term Incentive Plan \n(incorporated by reference to Exhibit 10.2.5 to\nCardinal Health's Annual Report on Form 10-K \nfor the fiscal year end June 30, 2017, File No. 1-11373)*\n10.3.8\nForm of Performance Share Units Agreement under the Cardinal Health, Inc. 2011 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Cardinal\nHealth\u2019s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, File No. 1-11373)\n10.3.9\nForm of Directors Restricted Share Units Agreement under the Amended Cardinal Health, Inc. 2011 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.4\nto Cardinal Health's Quarterly Report on Form 10-Q for the quarter ended December 31, 2018, File No. 1-11373)\n10.4.1\nCardinal Health, Inc.", + "1894ad1a-31d7-4654-bea3-356cead6289a": "1-11373)*\n10.3.8\nForm of Performance Share Units Agreement under the Cardinal Health, Inc. 2011 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Cardinal\nHealth\u2019s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, File No. 1-11373)\n10.3.9\nForm of Directors Restricted Share Units Agreement under the Amended Cardinal Health, Inc. 2011 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.4\nto Cardinal Health's Quarterly Report on Form 10-Q for the quarter ended December 31, 2018, File No. 1-11373)\n10.4.1\nCardinal Health, Inc. 2007 Nonemployee Directors Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to Cardinal Health\u2019s Quarterly Report on Form 10-Q for\nthe quarter ended December 31, 2007, File No. 1-11373)*\n10.4.2\nFirst Amendment to Cardinal Health, Inc. 2007 Nonemployee Directors Equity Incentive Plan (incorporated by reference to Exhibit 10.2.1 to Cardinal Health\u2019s Quarterly\nReport on Form 10-Q for the quarter ended September 30, 2009, File No. 1-11373)*\n10.4.3\nSecond Amendment to the Cardinal Health, Inc. 2007 Nonemployee Directors Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to Cardinal Health's\nQuarterly Report on Form 10-Q for the Quarter ended December 31, 2011, File No. 1-11373)*\n10.5.1\nCardinal Health Deferred Compensation Plan, Amended and Restated effective January 1, 2020 (incorporated by reference to Exhibit 10.4 to Cardinal Health's Quarterly\nReport on Form 10-Q for the quarter ended December 31, 2019, File No. 1-11373)*\n10.5.2\nFirst Amendment to the Cardinal Health Deferred Compensation Plan, as amended and restated on January 1, 2020 (incorporated by reference to Exhibit 10.2 to\nCardinal Health\u2019s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, File No. 1-11373)*\n10.5.3\nSecond Amendment to the Cardinal Health Deferred Compensation Plan, as amended and restated on January 1, 2020, dated November 4, 2022 (incorporated by\nreference to Exhibit 10.\n2\n to Cardinal Health's Quarterly Report on Form 10-Q for the for the quarter ended December 31, 2022)*\n10.6.1\nCardinal Health, Inc. Senior Executive Severance Plan (incorporated by reference to Exhibit 10.1 to Cardinal Health's Current Report on Form 8-K filed on September 26,\n2018, File No. 1-11373)\nCardinal Health \n|\n Fiscal 2023 Form 10-K\n85", + "ddb90146-77d8-4b15-9bac-4af9e8142a76": "Exhibits\n10.6.2\nFirst Amendment to the Cardinal Health, Inc. Senior Executive Severance Plan (incorporated by reference to Exhibit 10.1 to Cardinal Health's Quarterly Report on Form\n10-Q for the quarter ended December 31, 2019, File No. 1-11373)\n10.6.3\nSecond Amendment to the Cardinal Health, Inc. Senior Executive Severance Plan\n10.7\nCardinal Health, Inc. Policy Regarding Shareholder Approval of Severance Agreements (incorporated by reference to Exhibit 10.09 to Cardinal Health\u2019s Current Report\non Form 8-K filed on August 7, 2006, File No. 1-11373)*\n10.8.1\nConfidentiality and Business Protection Agreement, effective as of February 15, 2010, between Cardinal Health, Inc. and Michael C. Kaufmann (incorporated by\nreference to Exhibit 10.15 to Cardinal Health\u2019s Annual Report on Form 10-K for the fiscal year ended June 30, 2010, File No. 1-11373)*\n10.8.2\nConfidentiality and Business Protection Agreement, between Cardinal Health, Inc. and Aaron E. Alt (incorporated by reference to Exhibit 10.2 to Cardinal Health's\nCurrent Report on Form 8-K filed on December 19, 2022, File No. 1-11373)*\n10.8.2\nAircraft Time Sharing Agreement, effective as of February 8, 2018, by and between Cardinal Health, Inc. and Michael C. Kaufmann (incorporated by reference to\nExhibit 10.2 to Cardinal Health\u2019s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, File No. 1-11373)\n10.8.3\nAircraft Time Sharing Agreement, effective as of January 1, 2022, by and between Cardinal Health, Inc. and Michael C. Kaufmann (incorporated by reference to\nExhibit 10.7 to Cardinal Health\u2019s Quarterly Report on Form 10-Q for the quarter ended December 31, 2021, File No. 1-11373)*\n10.8.4\nAircraft Time Sharing Agreement, dated as of November 7, 2022, by and among Cardinal Health, Inc. and Jason M. Hollar (incorporated by reference to Exhibit 10.1 to\nCardinal Health's Quarterly Report on Form 10-Q for the for the quarter ended December 31, 2022)*\n10.9.1\nConfidentiality and Business Protection Agreement, effective as of November 1, 2018, between Cardinal Health, Inc. and Victor L. Crawford (incorporated by\nreference to Exhibit 10.13.1 to Cardinal Health's Annual Report on Form 10-K for the fiscal year ended June 30, 2019, File No. 1-11373)*\n10.9.2\nLetter Agreement, dated October 30, 2018, between Cardinal Health, Inc. and Victor L. Crawford (incorporated by reference to Exhibit 10.13.2 to Cardinal Health's\nAnnual Report on Form 10-K for the fiscal year ended June 30, 2019, File No. 1-11373) *\n10.9.3\nLetter Agreement, dated March 9, 2020, between Cardinal Health, Inc. and Jason Hollar (incorporated by reference to Exhibit 10.1 to Cardinal Health's Current Report\non Form 8-K filed on March 19, 2020, File No. 1-11373)*\n10.9.4\nLetter Agreement, dated December 12, 2022, between Cardinal Health, Inc. and Aaron E. Alt (incorporated by reference to Exhibit 10.1 to Cardinal Health's Current\nReport on Form 8-K filed on December 19, 2022, File No. 1-11373)*\n10.9.5\nConfidentiality and Business Protection Agreement, effective as of April 27, 2020, between Cardinal Health, Inc. and Jason Hollar (incorporated by reference to\nExhibit 10.2 to Cardinal Health's Current Report on Form 8-K filed on March 19, 2020, File No. 1-11373)*\n10.10\nForm of Indemnification Agreement between Cardinal Health, Inc.", + "6461e861-53a7-45b1-8bf0-1f25ce1f5e1c": "1-11373)*\n10.9.4\nLetter Agreement, dated December 12, 2022, between Cardinal Health, Inc. and Aaron E. Alt (incorporated by reference to Exhibit 10.1 to Cardinal Health's Current\nReport on Form 8-K filed on December 19, 2022, File No. 1-11373)*\n10.9.5\nConfidentiality and Business Protection Agreement, effective as of April 27, 2020, between Cardinal Health, Inc. and Jason Hollar (incorporated by reference to\nExhibit 10.2 to Cardinal Health's Current Report on Form 8-K filed on March 19, 2020, File No. 1-11373)*\n10.10\nForm of Indemnification Agreement between Cardinal Health, Inc. and certain individual directors (incorporated by reference to Exhibit 10.38 to Cardinal Health\u2019s\nAnnual Report on Form 10-K for the fiscal year ended June 30, 2004, File No. 1-11373)\n10.11.1\nIssuing and Paying Agency Agreement, dated August 9, 2006, between Cardinal Health, Inc. and The Bank of New York (incorporated by reference to Exhibit 10.01\nto Cardinal Health\u2019s Annual Report on Form 10-K for the fiscal year ended June 30, 2006, File No. 1-11373)\n10.11.2\nFirst Amendment to Issuing and Paying Agency Agreement, dated February 28, 2007, between Cardinal Health, Inc. and The Bank of New York (incorporated by\nreference to Exhibit 10.01 to Cardinal Health\u2019s Current Report on Form 8-K filed on March 6, 2007, File No. 1-11373)\n10.11.3\nSecond Amendment to Issuing and Paying Agency Agreement, effective as of December 1, 2016, between Cardinal Health, Inc. and The Bank of New York\n(incorporated by reference to Exhibit 10.2 to Cardinal Health's Quarterly Report on Form 10-Q for the quarter ended December 31, 2016, File No. 1-11373)\n10.11.4\nThird Amendment to Issuing and Paying Agency Agreement, dated September 15, 2017, between Cardinal Health, Inc. and The Bank of New York (incorporated by\nreference to Exhibit 10.2 to Cardinal Health's Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, File No. 1-11373)\n10.11.5\nCommercial Paper Dealer Agreement, dated August 9, 2006, between Cardinal Health, Inc. and J.P. Morgan Securities Inc. (incorporated by reference to Exhibit 10.02\nto Cardinal Health\u2019s Annual Report on Form 10-K for the fiscal year ended June 30, 2006, File No. 1-11373)\n10.11.6\nFirst Amendment to Commercial Paper Dealer Agreement, dated February 28, 2007, between Cardinal Health, Inc. and J.P. Morgan Securities Inc. (incorporated by\nreference to Exhibit 10.02 to Cardinal Health\u2019s Current Report on Form 8-K filed on March 6, 2007, File No. 1-11373)\n10.11.7\nSecond Amendment to Commercial Paper Dealer Agreement, effective as of December 31, 2012, between Cardinal Health, Inc. and J.P. Morgan Securities LLC\n(formerly known as J.P. Morgan Securities Inc.) (incorporated by reference to Exhibit 10.4 to Cardinal Health\u2019s Quarterly Report on Form 10-Q for the quarter ended\nDecember 31, 2012, File No. 1-11373)\n10.11.8\nCommercial Paper Dealer Agreement between Cardinal Health, Inc. and J.P. Morgan Securities LLC, effective as of December 1, 2016 (incorporated by reference to\nExhibit 10.6 to Cardinal Health's Quarterly Report on Form 10-Q for the quarter ended December 31, 2016, File No. 1-11373)\n10.11.9\nCommercial Paper Dealer Agreement, dated August 9, 2006, between Cardinal Health, Inc. and Banc of America Securities LLC (incorporated by reference to Exhibit\n10.03 to Cardinal Health\u2019s Annual Report on Form 10-K for the fiscal year ended June 30, 2006, File No.", + "dcadce69-4ce1-466a-a85a-d590f5ed9ed5": "1-11373)\n10.11.8\nCommercial Paper Dealer Agreement between Cardinal Health, Inc. and J.P. Morgan Securities LLC, effective as of December 1, 2016 (incorporated by reference to\nExhibit 10.6 to Cardinal Health's Quarterly Report on Form 10-Q for the quarter ended December 31, 2016, File No. 1-11373)\n10.11.9\nCommercial Paper Dealer Agreement, dated August 9, 2006, between Cardinal Health, Inc. and Banc of America Securities LLC (incorporated by reference to Exhibit\n10.03 to Cardinal Health\u2019s Annual Report on Form 10-K for the fiscal year ended June 30, 2006, File No. 1-11373)\n10.11.10\nFirst Amendment to Commercial Paper Dealer Agreement, dated February 28, 2007, between Cardinal Health, Inc. and Banc of America Securities LLC (incorporated\nby reference to Exhibit 10.03 to Cardinal Health\u2019s Current Report on Form 8-K filed on March 6, 2007, File No. 1-11373)\n10.11.11\nSecond Amendment to Commercial Paper Dealer Agreement, effective as of December 31, 2012, between Cardinal Health, Inc. and Merrill Lynch, Pierce, Fenner &\nSmith Incorporated, f/k/a Banc of America Securities LLC (incorporated by reference to Exhibit 10.5 to Cardinal Health\u2019s Quarterly Report on Form 10-Q for the quarter\nended December 31, 2012, File No. 1-11373)\n10.11.12\nCommercial Paper Dealer Agreement between Cardinal Health, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, effective as of December 1, 2016\n(incorporated by reference to Exhibit 10.3 to Cardinal Health's Quarterly Report on Form 10-Q for the quarter ended December 31, 2016, File No. 1-11373)\n10.11.13\nCommercial Paper Dealer Agreement, dated August 9, 2006, between Cardinal Health, Inc. and Wachovia Capital Markets, LLC (incorporated by reference to Exhibit\n10.04 to Cardinal Health\u2019s Annual Report on Form 10-K for the fiscal year ended June 30, 2006, File No. 1-11373)\n10.11.14\nFirst Amendment to Commercial Paper Dealer Agreement, dated February 28, 2007, between Cardinal Health, Inc. and Wachovia Capital Markets, LLC (incorporated\nby reference to Exhibit 10.04 to Cardinal Health\u2019s Current Report on Form 8-K filed on March 6, 2007, File No. 1-11373)\n10.11.15\nSecond Amendment to Commercial Paper Dealer Agreement, effective as of December 31, 2012, between Cardinal Health, Inc. and Wells Fargo Securities, LLC, as\nsuccessor in interest to Wachovia Capital Markets, LLC (incorporated by reference to Exhibit 10.6 to Cardinal Health\u2019s Quarterly Report on Form 10-Q for the quarter\nended December 31, 2012, File No. 1-11373)\n10.11.16\nCommercial Paper Dealer Agreement between Cardinal Health, Inc. and Wells Fargo Securities, LLC, effective as of December 1, 2016 (incorporated by reference to\nExhibit 10.5 to Cardinal Health's Quarterly Report on Form 10-Q for the quarter ended December 31, 2016, File No. 1-11373)\n \n86\nCardinal Health \n| \nFiscal 2023 Form 10-K", + "b1b3bc53-de6a-4930-9712-1a9ebf27fb99": "Exhibits\n10.11.17\nCommercial Paper Dealer Agreement, dated August 9, 2006, between Cardinal Health, Inc. and Goldman, Sachs & Co. (incorporated by reference to Exhibit 10.05 to\nCardinal Health\u2019s Annual Report on Form 10-K for the fiscal year ended June 30, 2006, File No. 1-11373)\n10.11.18\nFirst Amendment to Commercial Paper Dealer Agreement, dated February 28, 2007, between Cardinal Health, Inc. and Goldman, Sachs & Co. (incorporated by\nreference to Exhibit 10.05 to Cardinal Health\u2019s Current Report on Form 8-K filed on March 6, 2007, File No. 1-11373)\n10.11.19\nSecond Amendment to Commercial Paper Dealer Agreement, effective as of December 31, 2012, between Cardinal Health, Inc. and Goldman, Sachs & Co.\n(incorporated by reference to Exhibit 10.7 to Cardinal Health\u2019s Quarterly Report on Form 10-Q for the quarter ended December 31, 2012, File No. 1-11373)\n10.11.20\nCommercial Paper Dealer Agreement between Cardinal Health, Inc. and Goldman Sachs & Co., effective as of December 1, 2016 (incorporated by reference to Exhibit\n10.4 to Cardinal Health's Quarterly Report on Form 10-Q for the quarter ended December 31, 2016, File No. 1-11373)\n10.11.21\nForm of Commercial Paper Dealer Agreement between Cardinal Health, Inc. and SunTrust Robinson Humphrey, Inc. (incorporated by reference to Exhibit 10.2 to\nCardinal Health\u2019s Current Report on Form 8-K filed on April 21, 2009, File No. 1-11373)\n10.11.22\nForm of First Amendment to Commercial Paper Dealer Agreement between Cardinal Health, Inc. and SunTrust Robinson Humphrey, Inc. (incorporated by reference to\nExhibit 10.8 to Cardinal Health\u2019s Quarterly Report on Form 10-Q for the quarter ended December 31, 2012, File No. 1-11373)\n10.11.23\nCommercial Paper Dealer Agreement between Cardinal Health, Inc. and SunTrust Robinson Humphrey, Inc., effective as of December 1, 2016 (incorporated by\nreference to Exhibit 10.7 to Cardinal Health's Quarterly Report on Form 10-Q for the quarter ended December 31, 2016, File No. 1-11373)\n10.12.1\nSecond Amended and Restated Five-Year Credit Agreement, dated as of June 27, 2019, among JPMorgan Chase Bank, N.A. as Administrative Agent, Joint Lead\nArranger and Joint Book Manager, Bank of America, N.A. as Syndication Agent, MUFG Bank, Ltd. as Syndication Agent, Joint Lead Arranger and Joint Book Manager,\nBarclays Bank PLC, Deutsche Bank AG New York Branch, Goldman Sachs Bank USA, HSBC Bank USA, N.A. and Wells Fargo Bank, N.A., as Documentation Agents,\nand BOFA Securities, Inc., as Joint Lead Arranger and Joint Book Manager (incorporated by reference to Exhibit 10.1 to Cardinal Health's Current Report on Form 8-K\nfiled on June 28, 2019, File No. 1-11373)\n10.12.2\nThird Amended and Restated Five-Year Credit Agreement, dated as of February 27, 2023 (incorporated by reference to Exhibit 10.1 to Cardinal Health's Current\nReport on Form 8-K filed on March 2, 2023, File No. 1-11373)\n10.13.1\nFourth Amended and Restated Receivables Purchase Agreement, dated as of November 1, 2013, among Cardinal Health Funding, LLC, as Seller, Griffin Capital, LLC,\nas Servicer, the Conduits party thereto, the Financial Institutions Party thereto, the Managing Agents party thereto, and LC Banks party thereto and the Bank of Tokyo-\nMitsubishi UFJ, Ltd., New York Branch, as the Agent (incorporated by reference to Exhibit 10.1 to Cardinal Health\u2019s Quarterly Report on Form 10-Q for the quarter\nended September 30, 2013, File No.", + "7e3282fe-15f9-431c-acec-e4081721cbaa": "1-11373)\n10.13.1\nFourth Amended and Restated Receivables Purchase Agreement, dated as of November 1, 2013, among Cardinal Health Funding, LLC, as Seller, Griffin Capital, LLC,\nas Servicer, the Conduits party thereto, the Financial Institutions Party thereto, the Managing Agents party thereto, and LC Banks party thereto and the Bank of Tokyo-\nMitsubishi UFJ, Ltd., New York Branch, as the Agent (incorporated by reference to Exhibit 10.1 to Cardinal Health\u2019s Quarterly Report on Form 10-Q for the quarter\nended September 30, 2013, File No. 1-11373)\n10.13.2\nFirst Amendment and Joinder, dated as of November 3, 2014, to the Fourth Amended and Restated Receivables Purchase Agreement, dated as of November 1, 2013\n(incorporated by reference to Exhibit 10.3 to Cardinal Health\u2019s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, File No. 1-11373)\n10.13.3\nSecond Amendment, dated as of November 14, 2016, to the Fourth Amended and Restated Receivables Purchase Agreement, dated as of November 1, 2013\n(incorporated by reference to Exhibit 10.4.3 to Cardinal Health\u2019s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, File No. 1-11373)\n10.13.4\nThird Amendment, dated as of August 30, 2017, to the Fourth Amended and Receivables Purchase Agreement, dated as of November 1, 2013 (incorporated by\nreference to Exhibit 10.1 to Cardinal Health's Current Report on Form 8-K filed on August 31, 2017, File No. 1-11373)\n10.13.5\nFourth Amendment and Joinder, dated September 30, 2019, to the Fourth Amended and Restated Receivables Purchase Agreement (incorporated by reference to\nExhibit 10.1 to Cardinal Health's Current Report on Form 8-K filed on October 2, 2019, File No. 1-11373)\n10.13.6\nFifth Amendment, dated as of May 13, 2022, to the Fourth Amended and Restated Receivables Purchase Agreement\n (incorporated by reference to Exhibit 10.14.6 to\nCardinal Health's Annual Report on Form10-K for the fiscal year ended June 30, 2022, File No. 1-11373)\n10.13.7\nSixth Amendment to the Fourth Amended and Restated Receivables Purchase Agreement, dated September 30, 2022 (incorporated by reference to Exhibit 10.1 to\nCardinal Health's Current Report on Form 8-K filed on October 4, 2022, File No. 1-11373)\n10.14.1\nSeventh Amended and Restated Performance Guaranty, dated as of November 14, 2016, executed by Cardinal Health, Inc. in favor of Cardinal Health Funding, LLC\n(incorporated by reference to Exhibit 10.5.1 to Cardinal Health\u2019s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, File No. 1-11373)\n10.14.2\nAmendment No. 1 to Seventh Amended and Restated Performance Guaranty, dated as of November 14, 2016 (incorporated by reference to Exhibit 10.5.2 to Cardinal\nHealth\u2019s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, File No. 1-11373\n10.14.3\nAmendment No. 2 to Seventh Amended and Restated Performance Guaranty, dated as of November 6, 2018 (incorporated by reference to Exhibit 10.4 to Cardinal\nHealth's Quarterly Report on Form 10-Q for the Quarter ended September 30, 2018, File No. 1-11373)\n10.14.4\nAmendment No. 3 to Seventh Amended and Restated Performance Guaranty (incorporated by reference to Exhibit 10.2 to Cardinal Health's Current Report on Form 8-\nK filed October 2, 2019, File No.", + "30e5d5ec-dce6-4aa7-a563-ce8466c7c6b2": "1-11373\n10.14.3\nAmendment No. 2 to Seventh Amended and Restated Performance Guaranty, dated as of November 6, 2018 (incorporated by reference to Exhibit 10.4 to Cardinal\nHealth's Quarterly Report on Form 10-Q for the Quarter ended September 30, 2018, File No. 1-11373)\n10.14.4\nAmendment No. 3 to Seventh Amended and Restated Performance Guaranty (incorporated by reference to Exhibit 10.2 to Cardinal Health's Current Report on Form 8-\nK filed October 2, 2019, File No. 1-11373)\n10.15.1\nTax Matters Agreement, dated as of August 31, 2009, by and between Cardinal Health, Inc. and CareFusion Corporation (incorporated by reference to Exhibit 10.3 to\nCardinal Health\u2019s Current Report on Form 8-K filed on September 4, 2009, File No. 1-11373)\n10.15.2\nFirst Amendment to Tax Matters Agreement, dated as of May 28, 2012, by and between Cardinal Health, Inc. and CareFusion Corporation (incorporated by reference\nto Exhibit 10.20.2 to Cardinal Health\u2019s Annual Report on Form 10-K for the fiscal year ended June 30, 2012, File No. 1-11373)\n10.16\nCooperation Agreement, dated as of September 5, 2022, by and among Cardinal Health, Inc., Elliott Associates, L.P. and Elliott International, L.P. (incorporated by\nreference to Exhibit 10.1 to Cardinal Health's Form 8-K filed September 6, 2022, File No. 1-11373)\n21.1\nList of Subsidiaries of Cardinal Health, Inc.\n23.1\nConsent of Independent Registered Public Accounting Firm\n31.1\nCertification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002\n31.2\nCertification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002\n32.1\nCertification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act\nof 2002\n99.1\nStatement Regarding Forward-Looking Information\n101.INS\nInline XBRL Instance Document\n101.SCH\nInline XBRL Taxonomy Extension Schema Document\n101.CAL\nInline XBRL Taxonomy Extension Calculation Linkbase Document\n101.DEF\nInline XBRL Taxonomy Definition Linkbase Document\nCardinal Health \n|\n Fiscal 2023 Form 10-K\n87", + "94e06dd1-9f08-4a78-8968-365afc14f01c": "Exhibits\n101.LAB\nInline XBRL Taxonomy Extension Label Linkbase Document\n101.PRE\nInline XBRL Taxonomy Extension Presentation Linkbase Document\n104\nCover Page Interactive Data File - formatted in Inline XBRL (included as Exhibit 101)\n* Management contract or compensatory plan or arrangement.\n \n88\nCardinal Health \n| \nFiscal 2023 Form 10-K", + "122e4d49-d258-494d-9227-9ccca7150277": "Form 10-K Cross Reference Index\nForm 10-K Cross Reference Index\nItem\nPage(s)\nPart 1\n1\nBusiness\n28\n1A\nRisk Factors\n36\n1B\nUnresolved Staff Comments\nN/A\n2\nProperties\n43\n3\nLegal Proceedings\n44\n4\nMine Safety Disclosures\nN/A\nPart II\n5\nMarket for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities\n45\n6\nReserved\nN/A\n7\nManagement's Discussion and Analysis of Financial Condition and Results of Operations\n3\n7A\nQuantitative and Qualitative Disclosures about Market Risk\n26\n8\nFinancial Statements and Supplementary Data\n51\n9\nChanges in and Disagreements With Accountants on Accounting and Financial Disclosure\nN/A\n9A\nControls and Procedures\n47\n9B\nOther Information\nN/A\nPart III\n10\nDirectors, Executive Officers and Corporate Governance\n82\n11\nExecutive Compensation\n(a)\n12\nSecurity Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters\n(b)\n13\nCertain Relationships and Related Transactions, and Director Independence\n(c)\n14\nPrincipal Accounting Fees and Services\n(d)\nPart IV\n15\nExhibits, Financial Statement Schedules\n84\n16\nForm 10-K Summary\nN/A\nSignatures\n90\nN/A\nNot applicable\n(a)\nThe information called for by Item 11 of Form 10-K is incorporated by reference to our 2023 Proxy Statement under the captions \u201cCorporate Governance\u201d and \u201cExecutive\nCompensation.\u201d\n(b)\nThe information called for by Item 12 of Form 10-K is incorporated by reference to our 2023 Proxy Statement under the captions \"Executive Compensation\" and \"Share\nOwnership Information.\"\n(c)\nThe information called for by Item 13 of Form 10-K is incorporated by reference to our 2023 Proxy Statement under the caption \"Corporate Governance.\"\n(d)\nThe information called for by Item 14 of Form 10-K is incorporated by reference to our 2023 Proxy Statement under the caption \u201cAudit Committee Matters.\u201d\nCardinal Health \n|\n Fiscal 2023 Form 10-K\n89", + "d625efbd-141b-42f6-bef9-049b0462fa18": "Signatures\nSignatures\nPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on\nits behalf by the undersigned, thereunto duly authorized on August 15, 2023.\nCardinal Health, Inc.\nBy:\n/s/ JASON M. HOLLAR\nJASON M. HOLLAR\nChief Executive Officer\nPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed below by the following\npersons on behalf of the registrant and in the capacities indicated on August 15, 2023.\nName\nTitle\n/s/ JASON M. HOLLAR\nChief Executive Officer and Director (principal executive officer)\nJason M. Hollar\n/s/ AARON E. ALT\nChief Financial Officer (principal financial officer)\nAaron E. Alt\n/s/ MARY C. SCHERER\nSenior Vice President and Chief Accounting Officer (principal accounting\nofficer)\nMary C. Scherer\n/s/ \nSTEVEN K. BARG\nDirector\nSteven K. Barg\n/s/ MICHELLE M. BRENNAN\nDirector\nMichelle M. Brennan\n/s/ SUJATHA CHANDRASEKARAN\nDirector\nSujatha Chandrasekaran\n/s/ CARRIE S. COX\nDirector\nCarrie S. Cox\n/s/ \nBRUCE L. DOWNEY\nDirector\nBruce L. Downey\n/s/ SHERI H. EDISON\nDirector\nSheri H. Edison\n/s/ DAVID C. EVANS\nDirector\nDavid C. Evans\n/s/ PATRICIA A. HEMINGWAY HALL\nDirector\nPatricia A. Hemingway Hall\n/s/ AKHIL JOHRI\nDirector\nAkhil Johri\n/s/ GREGORY B. KENNY\nDirector\nGregory B. Kenny\n/s/ NANCY KILLEFER\nDirector\nNancy Killefer\n/s/ CHRISTINE A. MUNDKUR\nDirector\nChristine A. Mundkur\n \n90\nCardinal Health \n| \nFiscal 2023 Form 10-K" + }, + "relevant_docs": { + "c9e90bcb-8737-49f2-b6f9-915380466adc": [ + "4b57ee08-945b-4f03-9c2b-f6c8b3af7e1d" + ], + "ea8df7b1-8d6a-44da-bfc7-47d306850f24": [ + "4b57ee08-945b-4f03-9c2b-f6c8b3af7e1d" + ], + "685faa96-daf5-43be-b0ba-f42aecaa1bcf": [ + "4b57ee08-945b-4f03-9c2b-f6c8b3af7e1d" + ], + "82c8980f-2d8f-4533-a2ac-48669a41b571": [ + "4b57ee08-945b-4f03-9c2b-f6c8b3af7e1d" + ], + "1d514b75-db37-48db-8244-04a6aded5aa3": [ + "4b57ee08-945b-4f03-9c2b-f6c8b3af7e1d" + ], + "4c7f62f4-13bb-4ceb-bada-7b32c76d02da": [ + "37a0952f-29fa-4c00-b5c7-6a1ba5e3d1da" + ], + "481bdc5b-c7f9-46b2-93c0-dc34d732cbb2": [ + "37a0952f-29fa-4c00-b5c7-6a1ba5e3d1da" + ], + "c957b77c-eee1-4f19-a92c-2f2be2efc897": [ + "37a0952f-29fa-4c00-b5c7-6a1ba5e3d1da" + ], + "b98349e0-27a2-4670-9ee6-d83f78c8339a": [ + "37a0952f-29fa-4c00-b5c7-6a1ba5e3d1da" + ], + "f9e9ee47-9479-4e2e-8b26-dab829a8f95d": [ + "37a0952f-29fa-4c00-b5c7-6a1ba5e3d1da" + ], + 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