DESCRIPTION OF THE NOTES
The following description of the particular terms of the notes offered hereby (referred to in the accompanying prospectus as the debt
securities) supplements, and to the extent inconsistent therewith replaces, the description of the general terms and provisions of the debt securities set forth in the accompanying prospectus under the heading Description of Debt
Securities to which description reference is hereby made. The following summaries of certain provisions of the indenture (as defined herein) do not purport to be complete, and are subject to, and are qualified in their entirety by reference
to, all the provisions of the indenture, including the definitions in the indenture of certain terms and other terms made part of the indenture. As used in this description, unless otherwise expressly stated or the context otherwise requires, all
references to Cardinal Health, we, us, or our mean Cardinal Health, Inc. excluding its subsidiaries.
General
The 2029 notes and the 2034 notes (which we
refer to herein, collectively, as the notes) will be issued as separate series of senior unsecured debt securities under a base indenture, dated as of June 2, 2008 (the base indenture), between Cardinal Health and The
Bank of New York Mellon Trust Company, N.A., as trustee (the trustee), as supplemented by a first supplemental indenture, dated as of February 20, 2024 (together with the base indenture, the indenture), between Cardinal
Health and the trustee. The indenture provides that the debt securities may be issued from time to time in one or more series with different terms. The indenture does not limit the aggregate amount of debt securities that may be issued or any other
debt that may be incurred by Cardinal Health. A default in our obligations with respect to any other Indebtedness will not constitute a default or an event of default with respect to the debt securities. The indenture does not contain any covenants
or provisions that afford holders of debt securities protection in the event of a highly leveraged transaction. Reference is made to the accompanying prospectus for a description of other terms of the debt securities. The indenture and the notes are
governed by New York law.
Cardinal Health may from time to time issue other series of debt securities under the indenture consisting of notes or other
unsecured evidences of Indebtedness, but, unless otherwise indicated, such other series will be separate from and independent of the notes.
The notes
will not be entitled to the benefit of any sinking fund.
The notes of each series will initially be represented by one or more global notes (each, a
global note), in registered form, without coupons, in denominations of $2,000 or an integral multiple of $1,000 in excess thereof as described under Book-Entry System.
There are no public trading markets for the notes, and we do not intend to apply for listing of any series of notes on a securities exchange or for inclusion
of any series of notes on an automated quotation system.
Aggregate Principal Amount
The 2029 notes will be limited initially to $650,000,000 aggregate principal amount, and the 2034 notes will be limited initially to $500,000,000 aggregate
principal amount.
Cardinal Health may, at any time, without notice to or the consent of the holders of the notes, create and issue additional notes
having the same priority and the same interest rate, maturity and other terms as the notes of each series (other than the date of issuance, price to public, and, under certain circumstances, the first interest payment date following the issue date
of such additional notes). Any such additional notes, together with the notes of the applicable series offered by this prospectus supplement, will each form a single series of the notes under the indenture. If the additional notes are not fungible
for U.S. federal income tax purposes with the notes offered hereby, the additional notes will have a separate CUSIP number.
S-15