CAH · Cardinal Health Inc · Debt

WHEREAS, the Executive Committee of the Board of Directors of the Issuer, upon authority delegated by the Board of Directors of the Issuer, pursuant to resolutions duly adopted, has duly authorized the issuance by the Issuer of $500,000,000 aggregate principal amount of the 2026 Notes, $750,000,000 aggregate principal amount of the 2029 Notes, $1,000,000,000 aggregate principal amount of the 2034 Notes and $650,000,000 aggregate principal amount of the 2054 Notes, and has authorized the proper officers of the Issuer to execute any and all appropriate documents necessary or appropriate to effect such issuance;

Issuer evidence: SECOND SUPPLEMENTAL INDENTURE, dated as of November 22, 2024 (the “**Second Supplemental Indenture**”), between Cardinal Health, Inc., an Ohio corporation (the “**Issuer**”), and The Bank of New York Mellon Trust Company, N.A., a national banking association duly incorporated and existing under the laws of the United States of America, as trustee (the “**Trustee**”).

Supporting evidence: WHEREAS, pursuant to Section 7.1 of the Indenture, the Issuer desires to facilitate the issuance of (i) a new series of its Securities to be known as its 4.700% Notes due 2026 (the “**2026 Notes**”), (ii) a new series of its Securities to be known as its 5.000% Notes due 2029 (the “**2029 Notes**”), (iii) a new series of its Securities to be known as its 5.350% Notes due 2034 (the “**2034 Notes**”) and (iv) a new series of its Securities to be known as its 5.750% Notes due 2054 (the “**2054 Notes**” and, collectively with the 2026 Notes, the 2029 Notes and the 2034 Notes, the “**Notes**”), and to establish the forms and to set forth the terms of the Notes thereof (including to modify, alter, supplement and change certain provisions of the Indenture for the benefit of the Holders of the Notes (except as may be provided in a future supplemental indenture to the Indenture (each such supplemental indenture, a “**Future Supplemental Indenture**”)), as provided in Sections 2.1 and 2.3 of the Indenture;

Supporting evidence: Section 2.01 Designation and Principal Amount. There is hereby authorized and established a series of Securities under the Indenture, designated as the “**4.700** **% Notes due 20** **26**,” which is not limited in aggregate principal amount. The aggregate principal amount of the 2026 Notes to be issued on the date hereof is set forth in Article XIII herein.

Supporting evidence: Section 2.02 Maturity. The stated maturity of principal of the 2026 Notes is November 15, 2026.

Supporting evidence: Section 2.05 Interest. The 2026 Notes will bear interest (computed on the basis of a 360-day year consisting of twelve 30-day months) from November 22, 2024 at the rate of 4.700% per annum, payable semiannually in arrears; interest payable on each interest payment date will include interest accrued from November 22, 2024, or from the most recent interest payment date to which interest has been paid or duly provided for; the interest payment dates on which such interest shall be payable are May 15 and November 15, beginning on May 15, 2025; and the record date for the interest payable on any interest payment date is the close of business on May 1 or November 1 (whether or not a Business Day) immediately preceding the relevant interest payment date. If any interest payment date falls on a day that is not a Business Day, the required payment on that day will be due on the next succeeding Business Day as if made on the date the payment was due, and no interest will accrue on that payment for the period from and after that interest payment date to the date of payment on the next succeeding Business Day.

Supporting evidence: WHEREAS, pursuant to Section 7.1 of the Indenture, the Issuer desires to facilitate the issuance of (i) a new series of its Securities to be known as its 4.700% Notes due 2026 (the “**2026 Notes**”), (ii) a new series of its Securities to be known as its 5.000% Notes due 2029 (the “**2029 Notes**”), (iii) a new series of its Securities to be known as its 5.350% Notes due 2034 (the “**2034 Notes**”) and (iv) a new series of its Securities to be known as its 5.750% Notes due 2054 (the “**2054 Notes**” and, collectively with the 2026 Notes, the 2029 Notes and the 2034 Notes, the “**Notes**”), and to establish the forms and to set forth the terms of the Notes thereof (including to modify, alter, supplement and change certain provisions of the Indenture for the benefit of the Holders of the Notes (except as may be provided in a future supplemental indenture to the Indenture (each such supplemental indenture, a “**Future Supplemental Indenture**”)), as provided in Sections 2.1 and 2.3 of the Indenture;

Supporting evidence: WHEREAS, pursuant to Section 7.1 of the Indenture, the Issuer desires to facilitate the issuance of (i) a new series of its Securities to be known as its 4.700% Notes due 2026 (the “**2026 Notes**”), (ii) a new series of its Securities to be known as its 5.000% Notes due 2029 (the “**2029 Notes**”), (iii) a new series of its Securities to be known as its 5.350% Notes due 2034 (the “**2034 Notes**”) and (iv) a new series of its Securities to be known as its 5.750% Notes due 2054 (the “**2054 Notes**” and, collectively with the 2026 Notes, the 2029 Notes and the 2034 Notes, the “**Notes**”), and to establish the forms and to set forth the terms of the Notes thereof (including to modify, alter, supplement and change certain provisions of the Indenture for the benefit of the Holders of the Notes (except as may be provided in a future supplemental indenture to the Indenture (each such supplemental indenture, a “**Future Supplemental Indenture**”)), as provided in Sections 2.1 and 2.3 of the Indenture;

WHEREAS, the Board of Directors of the Issuer, pursuant to resolutions duly adopted, has duly authorized the issuance by the Issuer of $650,000,000 aggregate principal amount of 2029 Notes and $500,000,000 aggregate principal amount of 2034 Notes, and has authorized the proper officers of the Issuer to execute any and all appropriate documents necessary or appropriate to effect such issuance;

Issuer evidence: FIRST SUPPLEMENTAL INDENTURE, dated as of February 20, 2024 (the “**First Supplemental Indenture**”), between Cardinal Health, Inc., an Ohio corporation (the “**Issuer**”), and The Bank of New York Mellon Trust Company, N.A., a national banking association duly incorporated and existing under the laws of the United States of America, as trustee (the “**Trustee**”).

Supporting evidence: Section 2.01 Designation and Principal Amount. There is hereby authorized and established a series of Securities under the Indenture, designated as the “**5.125** **% Notes due 20** **29**,” which is not limited in aggregate principal amount. The aggregate principal amount of the 2029 Notes to be issued on the date hereof is set forth in Article X herein.

Supporting evidence: Section 2.02 Maturity. The stated maturity of principal of the 2029 Notes is February 15, 2029.

Supporting evidence: Section 2.05 Interest. The 2029 Notes will bear interest (computed on the basis of a 360-day year consisting of twelve 30-day months) from February 20, 2024 at the rate of 5.125% per annum, payable semiannually in arrears; interest payable on each interest payment date will include interest accrued from February 20, 2024, or from the most recent interest payment date to which interest has been paid or duly provided for; the interest payment dates on which such interest shall be payable are February 15 and August 15, beginning on August 15, 2024; and the record date for the interest payable on any interest payment date is the close of business on the February 1 or August 1 (whether or not a Business Day) immediately preceding the relevant interest payment date. If any interest payment date falls on a day that is not a Business Day, the required payment on that day will be due on the next succeeding Business Day as if made on the date the payment was due, and no interest will accrue on that payment for the period from and after that interest payment date to the date of payment on the next succeeding Business Day.

Supporting evidence: WHEREAS, pursuant to Section 7.1 of the Indenture, the Issuer desires to facilitate the issuance of (i) a new series of its Securities to be known as its 5.125% Notes due 2029 (the “**2029 Notes**”) and (ii) a new series of its Securities to be known as its 5.450% Notes due 2034 (the “**2034 Notes**” and, together with the 2029 Notes, the “**Notes**”), and to establish the forms and to set forth the terms of the Notes thereof (including to modify, alter, supplement and change certain provisions of the Indenture for the benefit of the Holders of the Notes (except as may be provided in a future supplemental indenture to the Indenture (“**Future Supplemental Indenture**”)), as provided in Sections 2.1 and 2.3 of the Indenture;

Supporting evidence: WHEREAS, pursuant to Section 7.1 of the Indenture, the Issuer desires to facilitate the issuance of (i) a new series of its Securities to be known as its 5.125% Notes due 2029 (the “**2029 Notes**”) and (ii) a new series of its Securities to be known as its 5.450% Notes due 2034 (the “**2034 Notes**” and, together with the 2029 Notes, the “**Notes**”), and to establish the forms and to set forth the terms of the Notes thereof (including to modify, alter, supplement and change certain provisions of the Indenture for the benefit of the Holders of the Notes (except as may be provided in a future supplemental indenture to the Indenture (“**Future Supplemental Indenture**”)), as provided in Sections 2.1 and 2.3 of the Indenture;

WHEREAS, the Executive Committee of the Board of Directors of the Issuer, upon authority delegated by the Board of Directors of the Issuer, pursuant to resolutions duly adopted, has duly authorized the issuance by the Issuer of $500,000,000 aggregate principal amount of the 2026 Notes, $750,000,000 aggregate principal amount of the 2029 Notes, $1,000,000,000 aggregate principal amount of the 2034 Notes and $650,000,000 aggregate principal amount of the 2054 Notes, and has authorized the proper officers of the Issuer to execute any and all appropriate documents necessary or appropriate to effect such issuance;

Issuer evidence: SECOND SUPPLEMENTAL INDENTURE, dated as of November 22, 2024 (the “**Second Supplemental Indenture**”), between Cardinal Health, Inc., an Ohio corporation (the “**Issuer**”), and The Bank of New York Mellon Trust Company, N.A., a national banking association duly incorporated and existing under the laws of the United States of America, as trustee (the “**Trustee**”).

Supporting evidence: WHEREAS, pursuant to Section 7.1 of the Indenture, the Issuer desires to facilitate the issuance of (i) a new series of its Securities to be known as its 4.700% Notes due 2026 (the “**2026 Notes**”), (ii) a new series of its Securities to be known as its 5.000% Notes due 2029 (the “**2029 Notes**”), (iii) a new series of its Securities to be known as its 5.350% Notes due 2034 (the “**2034 Notes**”) and (iv) a new series of its Securities to be known as its 5.750% Notes due 2054 (the “**2054 Notes**” and, collectively with the 2026 Notes, the 2029 Notes and the 2034 Notes, the “**Notes**”), and to establish the forms and to set forth the terms of the Notes thereof (including to modify, alter, supplement and change certain provisions of the Indenture for the benefit of the Holders of the Notes (except as may be provided in a future supplemental indenture to the Indenture (each such supplemental indenture, a “**Future Supplemental Indenture**”)), as provided in Sections 2.1 and 2.3 of the Indenture;

Supporting evidence: Section 3.01 Designation and Principal Amount. There is hereby authorized and established a series of Securities under the Indenture, designated as the “**5.000** **% Notes due 20** **29**,” which is not limited in aggregate principal amount. The aggregate principal amount of the 2029 Notes to be issued on the date hereof is set forth in Article XIII herein.

Supporting evidence: Section 3.02 Maturity. The stated maturity of principal of the 2029 Notes is November 15, 2029.

Supporting evidence: Section 3.05 Interest. The 2029 Notes will bear interest (computed on the basis of a 360-day year consisting of twelve 30-day months) from November 22, 2024 at the rate of 5.000% per annum, payable semiannually in arrears; interest payable on each interest payment date will include interest accrued from November 22, 2024, or from the most recent interest payment date to which interest has been paid or duly provided for; the interest payment dates on which such interest shall be payable are May 15 and November 15, beginning on May 15, 2025; and the record date for the interest payable on any interest payment date is the close of business on May 1 or November 1 (whether or not a Business Day) immediately preceding the relevant interest payment date. If any interest payment date falls on a day that is not a Business Day, the required payment on that day will be due on the next succeeding Business Day as if made on the date the payment was due, and no interest will accrue on that payment for the period from and after that interest payment date to the date of payment on the next succeeding Business Day.

Supporting evidence: WHEREAS, pursuant to Section 7.1 of the Indenture, the Issuer desires to facilitate the issuance of (i) a new series of its Securities to be known as its 4.700% Notes due 2026 (the “**2026 Notes**”), (ii) a new series of its Securities to be known as its 5.000% Notes due 2029 (the “**2029 Notes**”), (iii) a new series of its Securities to be known as its 5.350% Notes due 2034 (the “**2034 Notes**”) and (iv) a new series of its Securities to be known as its 5.750% Notes due 2054 (the “**2054 Notes**” and, collectively with the 2026 Notes, the 2029 Notes and the 2034 Notes, the “**Notes**”), and to establish the forms and to set forth the terms of the Notes thereof (including to modify, alter, supplement and change certain provisions of the Indenture for the benefit of the Holders of the Notes (except as may be provided in a future supplemental indenture to the Indenture (each such supplemental indenture, a “**Future Supplemental Indenture**”)), as provided in Sections 2.1 and 2.3 of the Indenture;

Supporting evidence: WHEREAS, pursuant to Section 7.1 of the Indenture, the Issuer desires to facilitate the issuance of (i) a new series of its Securities to be known as its 4.700% Notes due 2026 (the “**2026 Notes**”), (ii) a new series of its Securities to be known as its 5.000% Notes due 2029 (the “**2029 Notes**”), (iii) a new series of its Securities to be known as its 5.350% Notes due 2034 (the “**2034 Notes**”) and (iv) a new series of its Securities to be known as its 5.750% Notes due 2054 (the “**2054 Notes**” and, collectively with the 2026 Notes, the 2029 Notes and the 2034 Notes, the “**Notes**”), and to establish the forms and to set forth the terms of the Notes thereof (including to modify, alter, supplement and change certain provisions of the Indenture for the benefit of the Holders of the Notes (except as may be provided in a future supplemental indenture to the Indenture (each such supplemental indenture, a “**Future Supplemental Indenture**”)), as provided in Sections 2.1 and 2.3 of the Indenture;

WHEREAS, the Board of Directors of the Issuer, pursuant to resolutions duly adopted, has duly authorized the issuance by the Issuer of $650,000,000 aggregate principal amount of 2029 Notes and $500,000,000 aggregate principal amount of 2034 Notes, and has authorized the proper officers of the Issuer to execute any and all appropriate documents necessary or appropriate to effect such issuance;

Issuer evidence: FIRST SUPPLEMENTAL INDENTURE, dated as of February 20, 2024 (the “**First Supplemental Indenture**”), between Cardinal Health, Inc., an Ohio corporation (the “**Issuer**”), and The Bank of New York Mellon Trust Company, N.A., a national banking association duly incorporated and existing under the laws of the United States of America, as trustee (the “**Trustee**”).

Supporting evidence: Section 3.01 Designation and Principal Amount. There is hereby authorized and established a series of Securities under the Indenture, designated as the “**5.450** **% Notes due 2034**,” which is not limited in aggregate principal amount. The aggregate principal amount of the 2034 Notes to be issued on the date hereof is set forth in Article X herein.

Supporting evidence: Section 3.02 Maturity. The stated maturity of principal of the 2034 Notes is February 15, 2034.

Supporting evidence: Section 3.05 Interest. The 2034 Notes will bear interest (computed on the basis of a 360-day year consisting of twelve 30-day months) from February 20, 2024 at the rate of 5.450% per annum, payable semiannually in arrears; interest payable on each interest payment date will include interest accrued from February 20, 2024, or from the most recent interest payment date to which interest has been paid or duly provided for; the interest payment dates on which such interest shall be payable are February 15 and August 15, beginning on August 15, 2024; and the record date for the interest payable on any interest payment date is the close of business on the February 1 or August 1 (whether or not a Business Day) immediately preceding the relevant interest payment date. If any interest payment date falls on a day that is not a Business Day, the required payment on that day will be due on the next succeeding Business Day as if made on the date the payment was due, and no interest will accrue on that payment for the period from and after that interest payment date to the date of payment on the next succeeding Business Day.

Supporting evidence: WHEREAS, pursuant to Section 7.1 of the Indenture, the Issuer desires to facilitate the issuance of (i) a new series of its Securities to be known as its 5.125% Notes due 2029 (the “**2029 Notes**”) and (ii) a new series of its Securities to be known as its 5.450% Notes due 2034 (the “**2034 Notes**” and, together with the 2029 Notes, the “**Notes**”), and to establish the forms and to set forth the terms of the Notes thereof (including to modify, alter, supplement and change certain provisions of the Indenture for the benefit of the Holders of the Notes (except as may be provided in a future supplemental indenture to the Indenture (“**Future Supplemental Indenture**”)), as provided in Sections 2.1 and 2.3 of the Indenture;

Supporting evidence: WHEREAS, pursuant to Section 7.1 of the Indenture, the Issuer desires to facilitate the issuance of (i) a new series of its Securities to be known as its 5.125% Notes due 2029 (the “**2029 Notes**”) and (ii) a new series of its Securities to be known as its 5.450% Notes due 2034 (the “**2034 Notes**” and, together with the 2029 Notes, the “**Notes**”), and to establish the forms and to set forth the terms of the Notes thereof (including to modify, alter, supplement and change certain provisions of the Indenture for the benefit of the Holders of the Notes (except as may be provided in a future supplemental indenture to the Indenture (“**Future Supplemental Indenture**”)), as provided in Sections 2.1 and 2.3 of the Indenture;

WHEREAS, the Executive Committee of the Board of Directors of the Issuer, upon authority delegated by the Board of Directors of the Issuer, pursuant to resolutions duly adopted, has duly authorized the issuance by the Issuer of $500,000,000 aggregate principal amount of the 2026 Notes, $750,000,000 aggregate principal amount of the 2029 Notes, $1,000,000,000 aggregate principal amount of the 2034 Notes and $650,000,000 aggregate principal amount of the 2054 Notes, and has authorized the proper officers of the Issuer to execute any and all appropriate documents necessary or appropriate to effect such issuance;

Issuer evidence: SECOND SUPPLEMENTAL INDENTURE, dated as of November 22, 2024 (the “**Second Supplemental Indenture**”), between Cardinal Health, Inc., an Ohio corporation (the “**Issuer**”), and The Bank of New York Mellon Trust Company, N.A., a national banking association duly incorporated and existing under the laws of the United States of America, as trustee (the “**Trustee**”).

Supporting evidence: WHEREAS, pursuant to Section 7.1 of the Indenture, the Issuer desires to facilitate the issuance of (i) a new series of its Securities to be known as its 4.700% Notes due 2026 (the “**2026 Notes**”), (ii) a new series of its Securities to be known as its 5.000% Notes due 2029 (the “**2029 Notes**”), (iii) a new series of its Securities to be known as its 5.350% Notes due 2034 (the “**2034 Notes**”) and (iv) a new series of its Securities to be known as its 5.750% Notes due 2054 (the “**2054 Notes**” and, collectively with the 2026 Notes, the 2029 Notes and the 2034 Notes, the “**Notes**”), and to establish the forms and to set forth the terms of the Notes thereof (including to modify, alter, supplement and change certain provisions of the Indenture for the benefit of the Holders of the Notes (except as may be provided in a future supplemental indenture to the Indenture (each such supplemental indenture, a “**Future Supplemental Indenture**”)), as provided in Sections 2.1 and 2.3 of the Indenture;

Supporting evidence: Section 4.01 Designation and Principal Amount. There is hereby authorized and established a series of Securities under the Indenture, designated as the “**5.350** **% Notes due 20** **34**,” which is not limited in aggregate principal amount. The aggregate principal amount of the 2034 Notes to be issued on the date hereof is set forth in Article XIII herein.

Supporting evidence: Section 4.02 Maturity. The stated maturity of principal of the 2034 Notes is November 15, 2034.

Supporting evidence: Section 4.05 Interest. The 2034 Notes will bear interest (computed on the basis of a 360-day year consisting of twelve 30-day months) from November 22, 2024 at the rate of 5.350% per annum, payable semiannually in arrears; interest payable on each interest payment date will include interest accrued from November 22, 2024, or from the most recent interest payment date to which interest has been paid or duly provided for; the interest payment dates on which such interest shall be payable are May 15 and November 15, beginning on May 15, 2025; and the record date for the interest payable on any interest payment date is the close of business on May 1 or November 1 (whether or not a Business Day) immediately preceding the relevant interest payment date. If any interest payment date falls on a day that is not a Business Day, the required payment on that day will be due on the next succeeding Business Day as if made on the date the payment was due, and no interest will accrue on that payment for the period from and after that interest payment date to the date of payment on the next succeeding Business Day.

Supporting evidence: WHEREAS, pursuant to Section 7.1 of the Indenture, the Issuer desires to facilitate the issuance of (i) a new series of its Securities to be known as its 4.700% Notes due 2026 (the “**2026 Notes**”), (ii) a new series of its Securities to be known as its 5.000% Notes due 2029 (the “**2029 Notes**”), (iii) a new series of its Securities to be known as its 5.350% Notes due 2034 (the “**2034 Notes**”) and (iv) a new series of its Securities to be known as its 5.750% Notes due 2054 (the “**2054 Notes**” and, collectively with the 2026 Notes, the 2029 Notes and the 2034 Notes, the “**Notes**”), and to establish the forms and to set forth the terms of the Notes thereof (including to modify, alter, supplement and change certain provisions of the Indenture for the benefit of the Holders of the Notes (except as may be provided in a future supplemental indenture to the Indenture (each such supplemental indenture, a “**Future Supplemental Indenture**”)), as provided in Sections 2.1 and 2.3 of the Indenture;

Supporting evidence: WHEREAS, pursuant to Section 7.1 of the Indenture, the Issuer desires to facilitate the issuance of (i) a new series of its Securities to be known as its 4.700% Notes due 2026 (the “**2026 Notes**”), (ii) a new series of its Securities to be known as its 5.000% Notes due 2029 (the “**2029 Notes**”), (iii) a new series of its Securities to be known as its 5.350% Notes due 2034 (the “**2034 Notes**”) and (iv) a new series of its Securities to be known as its 5.750% Notes due 2054 (the “**2054 Notes**” and, collectively with the 2026 Notes, the 2029 Notes and the 2034 Notes, the “**Notes**”), and to establish the forms and to set forth the terms of the Notes thereof (including to modify, alter, supplement and change certain provisions of the Indenture for the benefit of the Holders of the Notes (except as may be provided in a future supplemental indenture to the Indenture (each such supplemental indenture, a “**Future Supplemental Indenture**”)), as provided in Sections 2.1 and 2.3 of the Indenture;

WHEREAS, the Executive Committee of the Board of Directors of the Issuer, upon authority delegated by the Board of Directors of the Issuer, pursuant to resolutions duly adopted, has duly authorized the issuance by the Issuer of $500,000,000 aggregate principal amount of the 2026 Notes, $750,000,000 aggregate principal amount of the 2029 Notes, $1,000,000,000 aggregate principal amount of the 2034 Notes and $650,000,000 aggregate principal amount of the 2054 Notes, and has authorized the proper officers of the Issuer to execute any and all appropriate documents necessary or appropriate to effect such issuance;

Issuer evidence: SECOND SUPPLEMENTAL INDENTURE, dated as of November 22, 2024 (the “**Second Supplemental Indenture**”), between Cardinal Health, Inc., an Ohio corporation (the “**Issuer**”), and The Bank of New York Mellon Trust Company, N.A., a national banking association duly incorporated and existing under the laws of the United States of America, as trustee (the “**Trustee**”).

Supporting evidence: WHEREAS, pursuant to Section 7.1 of the Indenture, the Issuer desires to facilitate the issuance of (i) a new series of its Securities to be known as its 4.700% Notes due 2026 (the “**2026 Notes**”), (ii) a new series of its Securities to be known as its 5.000% Notes due 2029 (the “**2029 Notes**”), (iii) a new series of its Securities to be known as its 5.350% Notes due 2034 (the “**2034 Notes**”) and (iv) a new series of its Securities to be known as its 5.750% Notes due 2054 (the “**2054 Notes**” and, collectively with the 2026 Notes, the 2029 Notes and the 2034 Notes, the “**Notes**”), and to establish the forms and to set forth the terms of the Notes thereof (including to modify, alter, supplement and change certain provisions of the Indenture for the benefit of the Holders of the Notes (except as may be provided in a future supplemental indenture to the Indenture (each such supplemental indenture, a “**Future Supplemental Indenture**”)), as provided in Sections 2.1 and 2.3 of the Indenture;

Supporting evidence: Section 5.01 Designation and Principal Amount. There is hereby authorized and established a series of Securities under the Indenture, designated as the “**5.750** **% Notes due 20** **54**,” which is not limited in aggregate principal amount. The aggregate principal amount of the 2054 Notes to be issued on the date hereof is set forth in Article XIII herein.

Supporting evidence: Section 5.02 Maturity. The stated maturity of principal of the 2054 Notes is November 15, 2054.

Supporting evidence: Section 5.05 Interest. The 2054 Notes will bear interest (computed on the basis of a 360-day year consisting of twelve 30-day months) from November 22, 2024 at the rate of 5.750% per annum, payable semiannually in arrears; interest payable on each interest payment date will include interest accrued from November 22, 2024, or from the most recent interest payment date to which interest has been paid or duly provided for; the interest payment dates on which such interest shall be payable are May 15 and November 15, beginning on May 15, 2025; and the record date for the interest payable on any interest payment date is the close of business on May 1 or November 1 (whether or not a Business Day) immediately preceding the relevant interest payment date. If any interest payment date falls on a day that is not a Business Day, the required payment on that day will be due on the next succeeding Business Day as if made on the date the payment was due, and no interest will accrue on that payment for the period from and after that interest payment date to the date of payment on the next succeeding Business Day.

Supporting evidence: WHEREAS, pursuant to Section 7.1 of the Indenture, the Issuer desires to facilitate the issuance of (i) a new series of its Securities to be known as its 4.700% Notes due 2026 (the “**2026 Notes**”), (ii) a new series of its Securities to be known as its 5.000% Notes due 2029 (the “**2029 Notes**”), (iii) a new series of its Securities to be known as its 5.350% Notes due 2034 (the “**2034 Notes**”) and (iv) a new series of its Securities to be known as its 5.750% Notes due 2054 (the “**2054 Notes**” and, collectively with the 2026 Notes, the 2029 Notes and the 2034 Notes, the “**Notes**”), and to establish the forms and to set forth the terms of the Notes thereof (including to modify, alter, supplement and change certain provisions of the Indenture for the benefit of the Holders of the Notes (except as may be provided in a future supplemental indenture to the Indenture (each such supplemental indenture, a “**Future Supplemental Indenture**”)), as provided in Sections 2.1 and 2.3 of the Indenture;

Supporting evidence: WHEREAS, pursuant to Section 7.1 of the Indenture, the Issuer desires to facilitate the issuance of (i) a new series of its Securities to be known as its 4.700% Notes due 2026 (the “**2026 Notes**”), (ii) a new series of its Securities to be known as its 5.000% Notes due 2029 (the “**2029 Notes**”), (iii) a new series of its Securities to be known as its 5.350% Notes due 2034 (the “**2034 Notes**”) and (iv) a new series of its Securities to be known as its 5.750% Notes due 2054 (the “**2054 Notes**” and, collectively with the 2026 Notes, the 2029 Notes and the 2034 Notes, the “**Notes**”), and to establish the forms and to set forth the terms of the Notes thereof (including to modify, alter, supplement and change certain provisions of the Indenture for the benefit of the Holders of the Notes (except as may be provided in a future supplemental indenture to the Indenture (each such supplemental indenture, a “**Future Supplemental Indenture**”)), as provided in Sections 2.1 and 2.3 of the Indenture;

On August 27, 2025, Cardinal Health, Inc. (the “Company”) completed a public offering of $600,000,000 aggregate principal amount of 4.500% Notes due 2030 (the “2030 Notes”) and $400,000,000 aggregate principal amount of 5.150% Notes due 2035 (the “2035 Notes” and, together with the 2030 Notes, the “Notes”). The offering was made pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-289513) previously filed with the Securities and Exchange Commission (the “Registration Statement”).

Issuer evidence: On August 27, 2025, Cardinal Health, Inc. (the "Company") completed a public offering of $600,000,000 aggregate principal amount of 4.500% Notes due 2030 (the "2030 Notes") and $400,000,000 aggregate principal amount of 5.150% Notes due 2035 (the "2035 Notes" and, together with the 2030 Notes, the "Notes").

Supporting evidence: On August 27, 2025, Cardinal Health, Inc. (the "Company") completed a public offering of $600,000,000 aggregate principal amount of 4.500% Notes due 2030 (the "2030 Notes") and $400,000,000 aggregate principal amount of 5.150% Notes due 2035 (the "2035 Notes" and, together with the 2030 Notes, the "Notes").

Supporting evidence: On August 27, 2025, Cardinal Health, Inc. (the "Company") completed a public offering of $600,000,000 aggregate principal amount of 4.500% Notes due 2030 (the "2030 Notes") and $400,000,000 aggregate principal amount of 5.150% Notes due 2035 (the "2035 Notes" and, together with the 2030 Notes, the "Notes").

On August 13, 2025, Cardinal Health, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, for the sale by the Company of $600,000,000 aggregate principal amount of its 4.500% Notes due 2030 and $400,000,000 aggregate principal amount of its 5.150% Notes due 2035.

Issuer evidence: On August 13, 2025, Cardinal Health, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, for the sale by the Company of $600,000,000 aggregate principal amount of its 4.500% Notes due 2030 and $400,000,000 aggregate principal amount of its 5.150% Notes due 2035.

Supporting evidence: On August 13, 2025, Cardinal Health, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, for the sale by the Company of $600,000,000 aggregate principal amount of its 4.500% Notes due 2030 and $400,000,000 aggregate principal amount of its 5.150% Notes due 2035.

On November 13, 2024, Cardinal Health, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, for the sale by the Company of $500,000,000 aggregate principal amount of its 4.700% Notes due 2026, $750,000,000 aggregate principal amount of its 5.000% Notes due 2029, $1,000,000,000 aggregate principal amount of its 5.350% Notes due 2034 and $650,000,000 aggregate principal amount of its 5.750% Notes due 2054. The offering was made pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-268237) previously filed with the Securities and Exchange Commission.

Issuer evidence: On November 13, 2024, Cardinal Health, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, for the sale by the Company of $500,000,000 aggregate principal amount of its 4.700% Notes due 2026, $750,000,000 aggregate principal amount of its 5.000% Notes due 2029, $1,000,000,000 aggregate principal amount of its 5.350% Notes due 2034 and $650,000,000 aggregate principal amount of its 5.750% Notes due 2054. The offering was made pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-268237) previously filed with the Securities and Exchange Commission.

Supporting evidence: On November 13, 2024, Cardinal Health, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, for the sale by the Company of $500,000,000 aggregate principal amount of its 4.700% Notes due 2026, $750,000,000 aggregate principal amount of its 5.000% Notes due 2029, $1,000,000,000 aggregate principal amount of its 5.350% Notes due 2034 and $650,000,000 aggregate principal amount of its 5.750% Notes due 2054. The offering was made pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-268237) previously filed with the Securities and Exchange Commission.

On November 13, 2024, Cardinal Health, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, for the sale by the Company of $500,000,000 aggregate principal amount of its 4.700% Notes due 2026, $750,000,000 aggregate principal amount of its 5.000% Notes due 2029, $1,000,000,000 aggregate principal amount of its 5.350% Notes due 2034 and $650,000,000 aggregate principal amount of its 5.750% Notes due 2054. The offering was made pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-268237) previously filed with the Securities and Exchange Commission.

Issuer evidence: On November 13, 2024, Cardinal Health, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, for the sale by the Company of $500,000,000 aggregate principal amount of its 4.700% Notes due 2026, $750,000,000 aggregate principal amount of its 5.000% Notes due 2029, $1,000,000,000 aggregate principal amount of its 5.350% Notes due 2034 and $650,000,000 aggregate principal amount of its 5.750% Notes due 2054. The offering was made pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-268237) previously filed with the Securities and Exchange Commission.

Supporting evidence: On November 13, 2024, Cardinal Health, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, for the sale by the Company of $500,000,000 aggregate principal amount of its 4.700% Notes due 2026, $750,000,000 aggregate principal amount of its 5.000% Notes due 2029, $1,000,000,000 aggregate principal amount of its 5.350% Notes due 2034 and $650,000,000 aggregate principal amount of its 5.750% Notes due 2054. The offering was made pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-268237) previously filed with the Securities and Exchange Commission.

On August 27, 2025, Cardinal Health, Inc. (the “Company”) completed a public offering of $600,000,000 aggregate principal amount of 4.500% Notes due 2030 (the “2030 Notes”) and $400,000,000 aggregate principal amount of 5.150% Notes due 2035 (the “2035 Notes” and, together with the 2030 Notes, the “Notes”). The offering was made pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-289513) previously filed with the Securities and Exchange Commission (the “Registration Statement”).

Issuer evidence: On August 27, 2025, Cardinal Health, Inc. (the "Company") completed a public offering of $600,000,000 aggregate principal amount of 4.500% Notes due 2030 (the "2030 Notes") and $400,000,000 aggregate principal amount of 5.150% Notes due 2035 (the "2035 Notes" and, together with the 2030 Notes, the "Notes").

Supporting evidence: On August 27, 2025, Cardinal Health, Inc. (the "Company") completed a public offering of $600,000,000 aggregate principal amount of 4.500% Notes due 2030 (the "2030 Notes") and $400,000,000 aggregate principal amount of 5.150% Notes due 2035 (the "2035 Notes" and, together with the 2030 Notes, the "Notes").

Supporting evidence: On August 27, 2025, Cardinal Health, Inc. (the "Company") completed a public offering of $600,000,000 aggregate principal amount of 4.500% Notes due 2030 (the "2030 Notes") and $400,000,000 aggregate principal amount of 5.150% Notes due 2035 (the "2035 Notes" and, together with the 2030 Notes, the "Notes").

On August 13, 2025, Cardinal Health, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, for the sale by the Company of $600,000,000 aggregate principal amount of its 4.500% Notes due 2030 and $400,000,000 aggregate principal amount of its 5.150% Notes due 2035.

Issuer evidence: On August 13, 2025, Cardinal Health, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, for the sale by the Company of $600,000,000 aggregate principal amount of its 4.500% Notes due 2030 and $400,000,000 aggregate principal amount of its 5.150% Notes due 2035.

Supporting evidence: On August 13, 2025, Cardinal Health, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, for the sale by the Company of $600,000,000 aggregate principal amount of its 4.500% Notes due 2030 and $400,000,000 aggregate principal amount of its 5.150% Notes due 2035.

On November 13, 2024, Cardinal Health, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, for the sale by the Company of $500,000,000 aggregate principal amount of its 4.700% Notes due 2026, $750,000,000 aggregate principal amount of its 5.000% Notes due 2029, $1,000,000,000 aggregate principal amount of its 5.350% Notes due 2034 and $650,000,000 aggregate principal amount of its 5.750% Notes due 2054. The offering was made pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-268237) previously filed with the Securities and Exchange Commission.

Issuer evidence: On November 13, 2024, Cardinal Health, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, for the sale by the Company of $500,000,000 aggregate principal amount of its 4.700% Notes due 2026, $750,000,000 aggregate principal amount of its 5.000% Notes due 2029, $1,000,000,000 aggregate principal amount of its 5.350% Notes due 2034 and $650,000,000 aggregate principal amount of its 5.750% Notes due 2054. The offering was made pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-268237) previously filed with the Securities and Exchange Commission.

Supporting evidence: On November 13, 2024, Cardinal Health, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, for the sale by the Company of $500,000,000 aggregate principal amount of its 4.700% Notes due 2026, $750,000,000 aggregate principal amount of its 5.000% Notes due 2029, $1,000,000,000 aggregate principal amount of its 5.350% Notes due 2034 and $650,000,000 aggregate principal amount of its 5.750% Notes due 2054. The offering was made pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-268237) previously filed with the Securities and Exchange Commission.

On November 13, 2024, Cardinal Health, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, for the sale by the Company of $500,000,000 aggregate principal amount of its 4.700% Notes due 2026, $750,000,000 aggregate principal amount of its 5.000% Notes due 2029, $1,000,000,000 aggregate principal amount of its 5.350% Notes due 2034 and $650,000,000 aggregate principal amount of its 5.750% Notes due 2054. The offering was made pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-268237) previously filed with the Securities and Exchange Commission.

Issuer evidence: On November 13, 2024, Cardinal Health, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, for the sale by the Company of $500,000,000 aggregate principal amount of its 4.700% Notes due 2026, $750,000,000 aggregate principal amount of its 5.000% Notes due 2029, $1,000,000,000 aggregate principal amount of its 5.350% Notes due 2034 and $650,000,000 aggregate principal amount of its 5.750% Notes due 2054. The offering was made pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-268237) previously filed with the Securities and Exchange Commission.

Supporting evidence: On November 13, 2024, Cardinal Health, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, for the sale by the Company of $500,000,000 aggregate principal amount of its 4.700% Notes due 2026, $750,000,000 aggregate principal amount of its 5.000% Notes due 2029, $1,000,000,000 aggregate principal amount of its 5.350% Notes due 2034 and $650,000,000 aggregate principal amount of its 5.750% Notes due 2054. The offering was made pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-268237) previously filed with the Securities and Exchange Commission.