S-8

As filed with the United States Securities and Exchange Commission on August 20, 2019

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CARDINAL HEALTH, INC.

(Exact name of registrant as specified in its charter)

Ohio	31-0958666
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

7000 Cardinal Place

Dublin, Ohio 43017

(Address of Principal Executive Offices) (Zip Code)

Cardinal Health Deferred Compensation Plan

Cardinal Health 401(k) Savings Plan

Cardinal Health 401(k) Savings Plan for Employees of Puerto Rico

(Full title of the plans)

John M. Adams, Jr.

Senior Vice President, Associate General Counsel and Secretary

Cardinal Health, Inc.

7000 Cardinal Place

Dublin, Ohio 43017

(614) 757-5000

(Name, address and telephone number, including area code, of agent for service)

Indicate 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. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	þ	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	o
		Emerging growth company	o

If 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 accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered		Amount to be Registered (1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common shares, without par value		5,200,000	$44.44(2)	$231,088,000(2)	$28,007.87
Deferred compensation obligations (3)		$40,000,000	100%(4)	$40,000,000(4)	$4,848.00
(1)	Pursuant to Rule 416 under the Securities Act of 1933 (the "Securities Act"), this registration statement also includes additional common shares, without par value (“common shares”), of Cardinal Health, Inc. (the “Company”) as may become issuable pursuant to the anti-dilution provisions of the Cardinal Health Deferred Compensation Plan (the "DCP"), the Cardinal Health 401(k) Savings Plan (the "401(k) Plan") and the Cardinal Health 401(k) Savings Plan for Employees of Puerto Rico (the "Puerto Rico 401(k) Plan," and, together with the 401(k) Plan, the "401(k) Plans") or as may otherwise be attributable to such common shares as a result of a stock split, stock dividend or similar transaction. In addition, pursuant to Rule 416(c) under the Securities Act, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the 401(k) Plans.
(2)	Estimated solely for calculating the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act, on the basis of the average of the high and low sale prices of the common shares on the New York Stock Exchange on August 13, 2019, within five business days prior to filing.
(3)	The deferred compensation obligations are unsecured obligations of the Company to pay deferred compensation in the future in accordance with the DCP.
(4)	Estimated solely for calculating the amount of the registration fee pursuant to paragraph (h) of Rule 457 under the Securities Act.

Introductory Note

The Company has prepared this registration statement in accordance with the requirements of Form S-8 under the Securities Act to increase (i) by 50,000 the number of common shares registered under the DCP; (ii) by 5,000,000 the number of common shares registered under the 401(k) Plan; (iii) by 150,000 the number of common shares registered under the Puerto Rico 401(k) Plan; and (iv) by $40,000,000 the deferred compensation obligations under the DCP.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Company and the 401(k) Plans are subject to the informational and reporting requirements of Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), and, in accordance therewith, file reports, proxy statements and other information, as applicable, with the Securities and Exchange Commission (the "Commission"). The following documents previously filed by the Company or the 401(k) Plans with the Commission are incorporated by reference:

(a)	The Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2019 filed with the Commission on August 20, 2019 (the "fiscal 2019 Form 10-K");
(b)	The Company's Current Reports on Form 8-K filed with the Commission on July 8, 2019, July 16, 2019 (Item 5.02 only), August 8, 2019 (Item 2.05 only) and August 8, 2019;
(c)	The Annual Reports on Form 11-K for the year ended December 31, 2018 filed with the Commission on June 20, 2019 with respect to the 401(k) Plans; and
(d)	The description of the common shares contained in Exhibit 4.4 to the fiscal 2019 Form 10-K.

All documents filed by the Company and the 401(k) Plans with the Commission pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, subsequent to the date of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed

document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or amended, to constitute a part of this registration statement.

Item 4. Description of Securities.

The deferred compensation obligations being registered pursuant to the DCP represent obligations of the Company to pay deferred compensation in the future ("deferred compensation obligations") in accordance with the terms of the DCP, which is filed as Exhibits 4.4 through 4.7 to this registration statement. Eligible employees and non-employee members of the Board of Directors of the Company are entitled to defer receipt of certain compensation into the DCP. All benefits under the DCP are unfunded and the Company is not required to establish any special or separate fund or make any other segregation of assets in order to provide a source of payment for its obligations under the DCP; provided, however, that in order to provide a source of payment for its obligations under the DCP, the Company may establish a trust fund. The deferred compensation obligations are general unsecured obligations of the Company subject to the claims of its general creditors.

The amount of compensation to be deferred by each participant is determined in accordance with the DCP based on elections by the participant. Under the DCP, amounts credited to a participant’s account are credited with deemed investment returns equal to the experience of certain investment funds offered under the DCP and selected by the participant. A participant generally may elect to have all or a portion of his or her account to be deemed invested in the Company’s common shares. The deferred compensation obligations are generally payable upon a participant’s separation from service with the Company, death or disability, subject to exceptions for in-service withdrawals upon the occurrence of an unforeseeable emergency. The deferred compensation obligations generally are payable in cash in the form of a lump-sum distribution or in installments, at the election of the participant.

A participant may designate one or more beneficiaries to receive any portion of the deferred compensation obligations payable in the event of death. Participants or beneficiaries may not anticipate, alienate, sell, transfer, assign or otherwise dispose of any right or interest in the plan in which they are participating. The Company reserves the right to amend or terminate the DCP.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 1701.13(E) of the Ohio Revised Code (the “Ohio Code”) sets forth conditions and limitations governing the indemnification of directors, officers and certain other persons. In general, the Ohio Code authorizes Ohio corporations to indemnify directors, officers and certain other persons from liability if the director, officer or certain other person acted in good faith and in a manner reasonably believed by the director, officer or certain other person to be in or not opposed to the best interests of the corporation, and, with respect to any criminal actions, if the director, officer or certain other person had no reasonable cause to believe his or her conduct was unlawful. In the case of an action by or on behalf of a corporation, indemnification may not be made (i) if the person seeking indemnification is adjudged liable for negligence or misconduct, unless an appropriate court determines such person is fairly and reasonably entitled to indemnification, or (ii) if liability asserted against such person concerns certain unlawful dividends, distributions and other payments. Section 1701.13(E) provides that to the extent a director, officer or certain other person has been successful on the merits or otherwise in defense of any such action, suit or proceeding, such individual shall be indemnified against expenses reasonably incurred in connection therewith. The indemnification authorized under Ohio law is not exclusive and is in addition to any other rights granted to directors, officers and certain other persons under the articles of incorporation or code of regulations of the corporation or any agreement with such persons. A corporation may purchase and maintain insurance or furnish similar protection on behalf of any director, officer or certain other person against any liability asserted against him or her and incurred by him or her in his or her capacity, or arising out of the status, as a director, officer or certain other person, whether or not the corporation would have the power to indemnify him or her against such liability under the Ohio Code.

Article 5 of the Company’s Restated Code of Regulations, as amended (the “Code of Regulations”), contains certain indemnification provisions adopted pursuant to authority contained in Section 1701.13(E) of the Ohio Code. The Code of Regulations provides that the Company shall, to the fullest extent authorized by law, including but not limited to the laws of the State of Ohio, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was a director, officer, or employee of the Company, or is or was serving at the written request of the Company as a director, trustee, officer, employee, member, or manager of another corporation, domestic or foreign, nonprofit or for profit, limited liability company, partnership, joint venture, trust, or other enterprise, against expenses, including attorneys’ fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding. No amendment, termination, or repeal of Article 5, nor, to the fullest extent permitted by law, any modification of law, shall adversely affect or impair in any way the rights to be indemnified or to advancement of expenses pursuant to Article 5 with respect to any actions, omissions, transactions or facts occurring prior to the final adoption of such amendment, modification,

termination or repeal. The Company has also entered into indemnification contracts with certain of its directors which have terms similar to the indemnification provisions set forth in the Code of Regulations.

The Company maintains a directors’ and officers’ insurance policy that insures the officers and directors of the Company from claims arising out of an alleged wrongful act by such persons in their respective capacities as officers and directors of the Company.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit Number	Description of Exhibit
4.1	Amended and Restated Articles of Incorporation of Cardinal Health, Inc., as amended (incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, File No. 1-11373)
4.2	Cardinal Health, Inc. Restated Code of Regulations, as amended (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on July 30, 2016, File No. 1-11373)
4.3	Specimen Certificate for Common Shares of Cardinal Health, Inc. (incorporated by reference to Exhibit 4.01 to Cardinal Health’s Annual Report on Form 10-K for the fiscal year ended June 30, 2001, File No. 1-11373)
4.4	Cardinal Health Deferred Compensation Plan, as amended and restated effective January 1, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2015, File No. 1-11373)
4.5	First Amendment to the Cardinal Health Deferred Compensation Plan, as amended and restated effective January 1, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2016, File No. 1-11373)
4.6	Second Amendment to the Cardinal Health Deferred Compensation Plan, as amended and restated effective January 1, 2016 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2017, File No. 1-11373)
4.7	Third Amendment to the Cardinal Health Deferred Compensation Plan, as amended and restated effective January 1, 2016 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2018, File No. 1-11373)
4.8	Cardinal Health 401(k) Savings Plan, as amended and restated effective as of January 1, 2016 (incorporated by reference to Exhibit 4.6 to the Company’s Registration Statement on Form S-8 filed on August 10, 2017, File No. 333-219892)
4.9	First Amendment to the Cardinal Health 401(k) Savings Plan, as amended and restated effective as of January 1, 2016
4.10	Second Amendment to the Cardinal Health 401(k) Savings Plan, as amended and restated effective as of January 1, 2016
4.11	Third Amendment to the Cardinal Health 401(k) Savings Plan, as amended and restated effective as of January 1, 2016
4.12	Cardinal Health 401(k) Savings Plan for Employees of Puerto Rico, as amended and restated effective as of January 1, 2016 (incorporated by reference to Exhibit 4.7 to the Company’s Registration Statement on Form S-8 filed on August 10, 2017, File No. 333-219892)
4.13	First Amendment to the Cardinal Health 401(k) Savings Plan for Employees of Puerto Rico, as amended and restated effective as of January 1, 2016
4.14	Second Amendment to the Cardinal Health 401(k) Savings Plan for Employees of Puerto Rico, as amended and restated effective as of January 1, 2016
4.15	Third Amendment to the Cardinal Health 401(k) Savings Plan for Employees of Puerto Rico, as amended and restated effective as of January 1, 2016
4.16	Fourth Amendment to the Cardinal Health 401(k) Savings Plan for Employees of Puerto Rico, as amended and restated effective as of January 1, 2016
5.1	Opinion of Counsel
23.1	Consent of Independent Registered Public Accounting Firm
23.2	Consent of Counsel (included in opinion filed as Exhibit 5.1 hereto)
24.1	Power of Attorney (included in the signature page to this registration statement)

The Company will submit or has submitted the 401(k) Plan and any amendments thereto and the Puerto Rico 401(k) Plan and any amendments thereto to the U.S. Internal Revenue Service (the "IRS") and the Commonwealth of Puerto Rico’s Department of the Treasury (the “Treasury”), respectively, in a timely manner in accordance with such agencies' regulations and has made or will make all changes required by the IRS or the Treasury in order to qualify the plans under Section 401 of the U.S. Internal Revenue Code of 1986, as amended, or Section 1081.01 of the Internal Revenue Code for a New Puerto Rico (2011), as amended.

Item 9. Undertakings.

1. The Company and 401(k) Plans hereby undertake:

(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed or furnished to the Commission by the Company and 401(k) Plans pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.

(b) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and

(d) That, for the purpose of determining liability of the Company and the 401(k) Plans under the Securities Act to any purchaser in the initial distribution of the securities: The Company and the 401(k) Plans undertake that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the Company and 401(k) Plans, as appropriate, each will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) any prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424; (ii) any free writing prospectus relating to the offering prepared by or on behalf of the Company and 401(k) Plans or used or referred to by the Company and 401(k) Plans; (iii) the portion of any other free writing prospectus relating to the offering containing material information about the Company and 401(k) Plans or its securities provided by or on behalf of the Company and 401(k) Plans; and (iv) any other communication that is an offer in the offering made by the Company and 401(k) Plans to the purchaser.

2. The Company and 401(k) Plans hereby undertake that, for purposes of determining any liability under the Securities Act, each filing of such registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company and 401(k) Plans pursuant to the foregoing provisions, or otherwise, the Company and 401(k) Plans have been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company and 401(k) Plans of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company and 401(k) Plans will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dublin, State of Ohio, on August 20, 2019.

CARDINAL HEALTH, INC.
By:	/s/ Michael C. Kaufmann
	Michael C. Kaufmann Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John M. Adams, Jr. or Jessica L. Mayer and each of them, severally, as his/her attorney-in-fact and agent, with full power of substitution and re-substitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto any such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that any such attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the indicated capacities and on August 20, 2019.

Signature	Title
/s/ Michael C. Kaufmann	Chief Executive Officer and Director (principal executive officer)
Michael C. Kaufmann
/s/ Michael C. Kaufmann	Chief Financial Officer (principal financial officer)
Michael C. Kaufmann
/s/ Stuart G. Laws	Senior Vice President and Chief Accounting Officer (principal accounting officer)
Stuart G. Laws
/s/ Colleen F. Arnold	Director
Colleen F. Arnold
/s/ Carrie S. Cox	Director
Carrie S. Cox
/s/ Calvin Darden	Director
Calvin Darden
/s/ Bruce L. Downey	Director
Bruce L. Downey
/s/ Patricia A. Hemingway Hall	Director
Patricia A. Hemingway Hall
/s/ Akhil Johri	Director
Akhil Johri

/s/ Gregory B. Kenny	Director
Gregory B. Kenny
/s/ Nancy Killefer	Director
Nancy Killefer
/s/ J. Michael Losh	Director
J. Michael Losh

Pursuant to the requirements of the Securities Act, the administrator of the Cardinal Health 401(k) Savings Plan and the Cardinal Health 401(k) Savings Plan for Employees of Puerto Rico has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dublin, State of Ohio, on August 20, 2019.

CARDINAL HEALTH 401(k) SAVINGS PLAN
By:	/s/ Kendell Sherrer
	Kendell Sherrer Financial Benefit Plans Committee Member

CARDINAL HEALTH 401(k) SAVINGS PLAN FOR EMPLOYEES OF PUERTO RICO
By:	/s/ Kendell Sherrer
	Kendell Sherrer Financial Benefit Plans Committee Member

EX-4.9

Exhibit 4.9

FIRST AMENDMENT

TO THE

CARDINAL HEALTH 401(K) SAVINGS PLAN

(As Amended and Restated January 1, 2016)

Background Information

A. Cardinal Health, Inc. (“Cardinal Health”) previously adopted and currently maintains the Cardinal Health 401(k) Savings Plan (the “Plan”) for the benefit of employees of Cardinal Health and its subsidiaries and affiliates.

B. Section 12.02 of the Plan (as in effect prior to this First Amendment) provides that the Plan may be amended at any time, provided that such amendment(s) are approved or ratified by Cardinal Health’s board of directors (the “Board”), any committee thereof, an authorized officer of Cardinal Health, or another authorized party.

C. Pursuant to authority delegated to it by the Human Resources and Compensation Committee of the Board, the Benefits Policy Committee (the “BPC”) is authorized to make certain material amendments to the Plan.

D. The BPC desires to amend the Plan to: (1) modify the Plan’s safe harbor matching contribution formula; (2) modify the Plan’s governance processes and amendment authority; and (3) make other technical and conforming changes. The aforementioned changes fall within the BPC’s delegated authority.

Amendment of the Cardinal Health 401(k) Savings Plan

The Plan is hereby amended as set forth below, effective as of January 1, 2018.

1. A new Section 1.15A, “FBPC,” is hereby added to the Plan to read as follows:

“Section 1.15AFBPC. The Financial Benefit Plans Committee of the Company.”

2. Section 1.27 of the Plan, “Plan Administrator,” is hereby amended to read as follows:

“Section 1.27Plan Administrator. The FBPC shall be the Plan Administrator of the Plan.”

3.    A new Section 1.36A, “Special Contribution Account,” is hereby added to the Plan to read as follows:

“Section 1.36ASpecial Contribution Account. That portion of a Participant’s Account credited with Special Contributions under Sections 3.02 and 3.03, and adjustments relating thereto.”

4. Section 1.41 of the Plan, “Trust,” is hereby amended to read as follows:

“Section 1.41Trust. The Trust known as the Cardinal Health, Inc. U.S. Qualified Plans Master Trust and maintained in accordance with the terms of the trust agreement between the Plan Administrator and the Trustee, as amended from time to time.”

5. Section 1.43 of the Plan, “Trustee,” is hereby amended to read as follows:

“Section 1.43Trustee. The entity or person(s) appointed by the Plan Administrator in accordance with Section 7.01 of the Plan.”

6.    Section 1.45 of the Plan, “Terms Defined Elsewhere,” is hereby amended to add the following sentence at the beginning thereof:

“This Section 1.45 is intended for informational purposes only and nothing herein shall be construed to alter any provisions of the Plan, the rights and/or responsibilities of any party under the Plan.”

7.    Section 3.02 of the Plan, “Employer Contributions,” is hereby renamed as “Company Performance Contributions,” and is amended to read as follows:

“Section 3.02COMPANY PERFORMANCE CONTRIBUTIONS. For each Plan Year, an Employer may make “Company Performance Contributions” to the Trust in such amounts determined in the discretion of the Board (or another entity or person designated by the Board) based on profitability or other relevant factors related to the performance of the Company. Such Company Performance Contributions will be in the form of “Employer Contributions” and/or “Special Contributions,” as described in Section 3.03(B). The amount contributed in any year may vary in the discretion of the Board (or such other entity or person designated by the Board). An Employer shall not make a contribution to the Trust for any taxable year to the extent the contribution would exceed the maximum deduction limitations under Code Section 404 for such taxable year. All contributions are conditioned on their deductibility under the Code.

8.    The first two sentences of Section 3.07(B)(i) of the Plan, “Amount,” are hereby amended to read as follows:

“(i) Amount. Matching Contributions sufficient to meet the “safe harbor” requirements of Section 401(k)(12) of the Code shall be made to each eligible Participant’s Account and shall be referred to as “Safe Harbor Matching Contributions.” Specifically, on and after January 1, 2018, the Employer shall match 200% of each Participant’s Compensation Deferral Contributions that do not exceed 1% of the Participant’s Compensation, 100% of each Participant’s Compensation Deferral Contributions that exceed 1% of the Participant’s Compensation but that do not exceed 2% of the Participant’s Compensation, and 50% of each Participant’s Compensation Deferral Contributions that exceed 2% of the

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Participant’s Compensation but that do not exceed 5% of the Participant’s Compensation.”

9.    Section 7.01 of the Plan, “Establishment of Trust,” is hereby amended to read as follows:

“Section 7.01ESTABLISHMENT OF TRUST. The Plan Administrator shall execute an agreement with one or more persons or parties who shall serve as the Trustee (such agreement the “Trust Agreement”). The Trustee so selected shall serve as the Trustee until otherwise replaced or until such Trust Agreement is terminated. The Plan Administrator may, from time to time, enter into such further agreements with the Trustee or other parties and make such amendments to the Trust Agreement as it may deem necessary or appropriate to administer the Plan. Any and all rights or benefits that may accrue to a person under this Plan shall be subject to all the terms and provisions of the Trust Agreement.”

10.    The first sentence of Section 7.04 of the Plan, “Indemnity by Employer,” is hereby amended to read as follows:

“Section 7.04INDEMNITY BY EMPLOYER. Each Employer indemnifies and saves harmless the Plan Administrator, any committee of the Board, and each individual member thereof, from and against any and all loss (including reasonable attorney’s fees and costs of defense) resulting from liability to which the Plan Administrator, such committee, or such individual member thereof may be subjected by reason of any act or conduct in their official capacities in the administration of the Trust or this Plan or both, including expenses reasonably incurred in their defense, in case the Employer fails to provide such defense.”

11.    Section 8.04 of the Plan, “Notice of Change in Terms,” is hereby amended to read as follows:

“Section 8.04NOTICE OF CHANGE IN TERMS. The Plan Administrator, within the time prescribed by ERISA and the applicable regulations, shall furnish all Participants and Beneficiaries a summary description of any material amendment to the Plan or notice of discontinuance of the Plan and all other information required by ERISA to be furnished without charge.”

12.    Section 8.05 of the Plan, “Participant Direction of Investment,” is hereby amended by removing the erroneous period from the phrase “the. Trustee” appearing in the last sentence of the second paragraph thereof.

13.    Section 8.08 of the Plan, “Information Available,” is hereby amended to read as follows:

“Section 8.08INFORMATION AVAILABLE. Any Participant in the Plan or any Beneficiary may examine copies of the Plan, the Trust, the Plan’s summary plan description, the latest annual report, any bargaining agreement, contract or any other instrument under which the Plan was established or is operated. The Plan Administrator will maintain all of the items listed in this Section 8.08 in its offices, or in such other place or places as it may designate from time to time in order to comply with the regulations

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issued under ERISA, for examination during reasonable business hours. Upon the written request of a Participant or Beneficiary, the Plan Administrator shall furnish him with a copy of any item listed in this Section 8.08. The Plan Administrator may make a reasonable charge to the requesting person for the copy so furnished.”

14.    The third sentence of Section 9.01 of the Plan, “Administrator, Trustee, and Fiduciaries,” is hereby amended to read as follows:

“The Plan Administrator shall have the sole authority to appoint and remove the Trustee.”

15.    A new Section 9.01A, “FBPC Meetings and Membership,” is hereby added to the Plan to read as follows:

“Section 9.01AFBPC MEETINGS AND MEMBERSHIP. The FBPC shall be comprised of the following members: (1) Senior Vice President of the Company overseeing Benefits; (2) An individual designated by the Chief Human Resources Officer (“CHRO”) of the Company; (3) Treasurer of the Company; and (4) An individual designated by the Chief Financial Officer (“CFO”) of the Company. Each Member of the FBPC shall serve without the need of a formal appointment or resignation, so long as she or he holds the position, or is designated in writing as the stated designee of the CHRO or CFO. The designee of the CFO shall chair the FBPC.

The FBPC shall meet quarterly as determined by the FBPC and at such other times as necessary to perform its duties. A majority of the members of the FBPC constitutes a quorum. The FBPC may act by a majority vote at a meeting or by a writing approved by a majority of its members without a meeting. The FBPC may adopt such rules and procedures as are necessary or appropriate, as determined in the FBPC’s discretion, to carry out its responsibilities with respect to the Plan.”

16.    Section 9.02 of the Plan, “Plan Administrator Powers and Duties,” is hereby amended to read as follows:

“Section 9.02PLAN ADMINISTRATOR POWERS AND DUTIES. The Plan Administrator shall have full power, authority and discretion to control and manage the operation and administration of the Plan. The discretionary authority of the Plan Administrator shall include, but not be limited to, the following:

A. To determine the rights of eligibility of an Employee to participate in the Plan, the value of a Participant’s Account, and the Nonforfeitable percentage of each Participant’s Account;

B. To adopt rules and procedures necessary for the proper and efficient administration of the Plan, provided the rules and procedures are not inconsistent with the terms of this Plan and the Trust;

C. To construe, interpret and enforce the terms of the Plan and the rules and regulations it adopts, including the discretionary authority to interpret the Plan documents, documents related to the Plan’s operation, and findings of fact;

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D. To direct the Trustee with respect to the crediting and distribution of the Trust;

E. To review and render decisions respecting claims (including appeals of denied claims) in accordance with the Plan’s claims procedures;

F. To furnish an Employer with information that the Employer may require for tax or other purposes;

G. To engage such legal (including legal counsel of the Employer), accounting, recordkeeping, clerical, investment and/or administrative services that it may deem necessary or appropriate for the proper administration or operation of the Plan;

H. To engage the services of agents (to perform fiduciary and/or nonfiduciary functions) whom it may deem advisable to assist it with the performance of its duties;

I. To engage the services of an investment manager or investment managers (as defined in Section 3(38) of ERISA), each of whom shall have full power and authority to manage, acquire or dispose (or direct the Trustee with respect to acquisition or disposition) of any Plan asset under its control;

J. As permitted by the Employee Plans Compliance Resolution System (“EPCRS”) issued by the Internal Revenue Service (“IRS”), as in effect from time to time, either directly or through its delegates, (i) to voluntarily correct any Plan qualification failure, including, but not limited to, failures involving Plan operation, impermissible discrimination in favor of highly compensated employees, the specific terms of the Plan document, or demographic failures; (ii) implement any correction methodology permitted under EPCRS; and (iii) negotiate the terms of a compliance statement or a closing agreement proposed by the IRS with respect to correction of a plan qualification failure;

K. To allocate fiduciary responsibilities (other than the trustee responsibilities as defined in Section 405(c)(3) of ERISA) to any person;

L. To delegate responsibility (including the responsibilities described in this Section 9.02) to others, including, but not limited to benefits staff of the Company and third parties engaged to provide services to the Plan;

M. To keep such records, books of account, data and other documents as may be necessary for the proper administration of the Plan;

N. To prepare and distribute to Participants and Beneficiaries information concerning the Plan and their rights under the Plan, including, but not

5

limited to, information that is required to be distributed by ERISA, the Code, regulations under each, or by any other applicable law;

O. To file with the Secretary of Treasury or the Secretary of Labor such reports and additional documents as may be required to be filed (or deemed appropriate to be filed) under the Code, ERISA and regulations issued under each; and

P. To do all things necessary or appropriate to operate and administer the Plan in accordance with its provisions and in compliance with applicable provisions of law.

When making a determination or calculation, the Plan Administrator shall be entitled to rely upon information furnished by a Participant, Beneficiary, an Employer, the legal counsel, or the Trustee. Benefits under the Plan shall be paid only if the Plan Administrator (or its delegate) decides in its discretion that the applicant is entitled to such benefits under the Plan.”

17.    The first sentence of Section 9.10 of the Plan, “Fees and Expenses from Fund,” is hereby amended to read as follows:

“Section 9.10FEES AND EXPENSES FROM FUND. The Trustee shall receive reasonable annual compensation as may be agreed upon from time to time between the Plan Administrator and the Trustee.”

18.    Section 12.02 of the Plan, “Amendment by Company,” is hereby renamed as “Plan Amendments,” and is amended in its entirety to read as follows:

“Section 12.02PLAN AMENDMENTS. The Company may amend the Plan at any time and in any respect through a written resolution adopted or approved by the Board, or by:

A. the FBPC, with respect to any amendment that: (i) is required by law to maintain the tax-qualified status of the Plan, or (ii) when aggregated with any other amendment or amendments approved on the same date, is reasonably expected to have an annual financial impact on the Company of $5 million or less;

B. the CHRO of the Company, with respect to any amendment that, when aggregated with any other amendment or amendments approved on the same date, is reasonably expected to have an annual financial impact on the Company of $20 million or less; and

C. the Chief Executive Officer of the Company.

However, no amendment shall authorize or permit any part of the Trust Fund (other than the part required to pay taxes and administrative expenses) to be used for or diverted to purposes other than for the exclusive benefit of the Participants or their Beneficiaries or estates. No amendment shall cause or permit any portion of the Trust

6

Fund to revert to or become a property of an Employer. Furthermore, no amendment shall decrease a Participant’s Account balance or accrued benefit or reduce or eliminate any benefits protected under Code Section 411(d)(6) with respect to a Participant with an Account balance or accrued benefit at the date of the amendment, except to the extent permitted under Code Section 412(d)(2) or other applicable law or regulation.”

19.    All other provisions of the Plan shall remain in full force and effect.

CARDINAL HEALTH, INC. BENEFITS POLICY COMMITTEE
By:	/s/ Pamela O. Kimmet
Its:	Chief HR Officer
Date:	November 27, 2017

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EX-4.10

Exhibit 4.10

SECOND AMENDMENT

TO THE

CARDINAL HEALTH 401(K) SAVINGS PLAN

(As Amended and Restated January 1, 2016)

Background Information

A. Cardinal Health, Inc. (“Cardinal Health”) previously adopted and currently maintains the Cardinal Health 401(k) Savings Plan (the “Plan”) for the benefit of employees of Cardinal Health and its subsidiaries and affiliates.

B. Section 12.02 of the Plan provides that the Plan may be amended at any time through a written resolution adopted or approved by the Financial Benefit Plans Committee (“FBPC”), with respect to any amendment that, when aggregated with any other amendment or amendments approved on the same date, is reasonably expected to have an annual financial impact on Cardinal Health of $5 million or less.

C. The FBPC has concluded that the amendment set forth below, when aggregated with any other amendments set to be approved on the same date, is reasonably expected to have an annual financial impact on Cardinal Health of less than $5 million.

D. The FBPC desires to amend the Plan’s definition of “Total Disability” to provide that a participant is considered totally disabled for purposes of the Plan if he or she is determined to be totally disabled under Cardinal Health’s long-term disability plan or is determined to be totally disabled by the Social Security Administration.

Amendment of the Cardinal Health 401(k) Savings Plan

The Plan is hereby amended as set forth below, effective as of April 1, 2018.

1.    Section 1.38 of the Plan is hereby amended in its entirety to read as follows:

“Section 1.38Total Disability / Totally Disabled.” Occurs when a Participant has either (a) qualified for long-term disability benefits under the Employer’s long term disability plan, or (b) been determined to be totally disabled by the Social Security Administration.”

2.    Section 8.10 of the Plan is hereby amended in its entirety to read as follows:

“Section 8.10    [Reserved].”

3.    All other provisions of the Plan shall remain in full force and effect.

CARDINAL HEALTH, INC. FINANCIAL BENEFIT PLANS COMMITTEE
By:	/s/ Kendell F. Sherrer
Its:	VP, Benefits
Date:	April 2, 2018

EX-4.11

Exhibit 4.11

THIRD AMENDMENT

TO THE

CARDINAL HEALTH 401(K) SAVINGS PLAN

(As Amended and Restated January 1, 2016)

Background Information

A. Cardinal Health, Inc. (“Cardinal Health”) previously adopted and currently maintains the Cardinal Health 401(k) Savings Plan (the “Plan”) for the benefit of employees of Cardinal Health and its subsidiaries and affiliates.

B. Section 12.02 of the Plan provides that the Plan may be amended at any time through a written resolution adopted or approved by the Financial Benefit Plans Committee (“FBPC”) with respect to any amendment that, when aggregated with any other amendment or amendments approved on the same date, is reasonably expected to have an annual financial impact on Cardinal Health of $5 million or less.

C. The FBPC has concluded that the amendment set forth below, when aggregated with any other amendments set to be approved on the same date, is reasonably expected to have an annual financial impact on Cardinal Health of less than $5 million.

D. The FBPC desires to amend the Plan to: (1) exclude imputed income (including gross-up payments thereon), tax equalization settlements, non-sufficient funds reimbursements, and expatriate additions to earnings adjustments (including gross-up payments thereon) from the definition of “Compensation” used to calculate contributions under the Plan; (2) clarify authority under the Plan to determine the amount of employer discretionary contributions; (3) provide that the requirement to be employed on the last day of a Compensation Determination Period in order to be eligible for employer discretionary contributions paid with respect to such Compensation Determination Period (if any) does not apply to employees who retire after satisfying certain age and service conditions; (4) update the Plan’s definitions of Qualified Matching Contributions and Qualified Non-elective Contributions to reflect recent changes in the law; (5) update and clarify the Plan’s claims and appeals procedures; (6) update and clarify the Plan’s statute of limitations for filing a civil action following the exhaustion of the Plan’s claims and appeals process; and (7) clarify authority to amend the Plan.

Amendment of the Cardinal Health 401(k) Savings Plan

The Plan is hereby amended as set forth below, effective as of January 1, 2019, except as specifically set forth below.

1. Section 1.08(A) of the Plan is hereby amended, effective as of July 1, 2019, to add the following subsection (xi) immediately following subsection (x) thereof:

“(xi) Amounts that are characterized as imputed income (including any gross-up payments thereon), tax equalization settlements, non-sufficient funds reimbursements, or expatriate additions to earnings adjustments (including any gross-up payments thereon) on the Company’s payroll records.”

2.    Section 3.02 of the Plan is hereby amended in its entirety to read as follows:

“Section 3.02DISCRETIONARY CONTRIBUTIONS. For each Plan Year, an Employer may make contributions to the Trust in such amounts as are determined in the discretion of the committee or other entity or person authorized by the Board for such purpose. Such discretionary contributions will be in the form of “Employer Contributions” and/or “Special Contributions,” as described in Section 3.03(B). The amount contributed for any Plan Year may vary and may be zero for any given Plan Year. An Employer shall not make a contribution to the Trust for any taxable year to the extent the contribution would exceed the maximum deduction limitations under Code Section 404 for such taxable year. All contributions are conditioned on their deductibility under the Code.”

3. The fourth sentence of Section 3.03(B) of the Plan is hereby amended to read as follows:

“The requirement to be employed on the last day of the Compensation Determination Period shall not apply to any Participant who terminated employment during the Compensation Determination Period (1) as a result of death or Total Disability, or (2) after attaining either (a) Normal Retirement Age, (b) age 55 and at least 10 years of continuous Service as defined in Section 1.35, or (c) age 60 and at least 5 years of continuous Service as defined in Section 1.35; provided that this sentence shall not apply to any Participant whose employment was terminated for cause during such Compensation Determination Period.”

4.    The second sentence of Section 3.07(C) is hereby amended to read as follows:

“Qualified Matching Contributions shall mean Matching Contributions that are at all times Nonforfeitable and subject to the distribution requirements of Section 401(k) of the Code when allocated to Participants’ Accounts.”

5.    The second sentence of Section 3.10 is hereby amended to read as follows:

“For purposes of this Article III, Qualified Non-elective Contributions shall mean contributions (other than Matching Contributions or Qualified Matching Contributions) made by the Employer and allocated to Participants’ Accounts that the Participants may not elect to receive in cash until distributed from the Plan; that are Nonforfeitable when allocated to such Participants’ Accounts; and that are distributable only in accordance with the distribution provisions that are applicable to Compensation Deferral Contributions and Qualified Matching Contributions.”

6.    Section 8.09 of the Plan is hereby amended in its entirety to read as follows:

“Section 8.09CLAIMS AND APPEALS. A Participant or Beneficiary (hereinafter, the “claimant”) or his or her authorized representative may file (or may be deemed to have filed) a claim under the Plan pursuant to rules and procedures established by the Plan Administrator.

A. DENIAL OF CLAIM. The claims fiduciary designated by the Plan Administrator shall determine initial claims. If any claim under the Plan is wholly or partially denied by the claims fiduciary, the claimant shall be given

notice of the denial. This notice shall be furnished in writing or electronically, within a reasonable period of time after receipt of the claim by the claims fiduciary. This period shall not exceed 90 days after receipt of the claim, except that if special circumstances require an extension of time, written notice of the extension (which shall not exceed an additional 90 days) shall be furnished to the claimant. The notice of denial shall be written in a manner calculated to be understood by the claimant and shall set forth the following information:

(i) the specific reasons for the denial;

(ii) specific references to the Plan provisions on which the denial is based;

(iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why this material or information is necessary;

(iv) an explanation that a full and fair review of the denial by the claims fiduciary may be requested by the claimant or his or her authorized representative by filing with the Plan Administrator a written request for review within 60 days of the notice of denial;

(v) an explanation that if a review is requested, the claimant or his or her authorized representative may review pertinent documents and submit issues and comments in writing within the same 60-day period referenced in subsection (iv) above;

(vi) a statement of the claimant’s right to bring a civil action under section 502 of ERISA; and

(vii) such other information as may be required to be included in the notice of denial under ERISA.

B. APPEAL OF DENIED CLAIM. If a claimant requests a review of a claim that was wholly or partially denied by the claims fiduciary, such review shall be conducted by the Plan Administrator. The Plan Administrator’s decision upon review shall be made no later than 60 days following receipt of the written request for review, unless special circumstances require an extension of time for processing, in which case the claimant shall be notified of the need for such extension of time prior to the expiration of such 60-day period. In no event shall the Plan Administrator’s decision upon review be made later than 120 days following receipt of the written request for review. If a claim is wholly or partially denied upon review, the claimant shall be given written or electronic notice of the decision promptly. The notice shall be written in a manner calculated to be understood by the claimant and shall set forth the following information:

(i) the specific reasons for the denial;

(ii) specific references to the Plan provisions on which the denial is based;

(iii) a statement that the claimant is entitled to receive documents and information relevant to the claim;

(iv) a statement that the claimant may bring a civil action under section 502 of ERISA; and

(v) such other information as may be required under ERISA.”

7.    Section 8.11 of the Plan is hereby amended in its entirety to read as follows:

“Section 8.11EXHAUSTION OF CLAIMS PROCEDURES AND STATUTE OF LIMITATIONS FOR CIVIL ACTIONS. Any Participant, Beneficiary, or other person made subject to the claims procedures in Section 8.09 must follow and exhaust such claims procedures before taking action in any other forum regarding a claim for benefits under the Plan or alleging a violation of or seeking any remedy under any provision of ERISA or other applicable law. No suit or legal action may be commenced after the earlier of (1) one year after the date of the notice of the final decision on appeal, or (2) one year after the date that a timely notice of final decision on appeal would have been required to be issued if a timely appeal had been filed.”

8. Section 12.02(B) of the Plan is amended by replacing the word “and” at the end thereof with the word “or.”

9. All other provisions of the Plan shall remain in full force and effect.

CARDINAL HEALTH, INC. FINANCIAL BENEFIT PLANS COMMITTEE
By:	/s/ Kendell F. Sherrer
Its:	VP, Global Benefits
Date:	12-19-18

EX-4.13

Exhibit 4.13

FIRST AMENDMENT TO THE

CARDINAL HEALTH 401(K) SAVINGS PLAN

FOR EMPLOYEES OF PUERTO RICO

(As Amended and Restated January 1, 2016)

Background Information

A. Cardinal Health, Inc. (“Cardinal Health”) previously adopted and currently maintains the Cardinal Health 401(k) Savings Plan for Employees of Puerto Rico (the “Plan”) for the benefit of eligible employees of Cardinal Health and its subsidiaries and affiliates.

B. Section 11.02 of the Plan permits the amendment of the Plan at any time.

C. The Cardinal Health, Inc. Financial Benefit Plans Committee (the “Committee”) is authorized to make certain amendments to the employee benefits plans maintained by Cardinal Health and the subsidiaries and affiliates of Cardinal Health, including the Plan, and is authorized to approve amendments regarding the administration of the Plan in accordance with the authority delegated by the Human Resources and Compensation Committee of the Board of Directors of Cardinal Health.

D. The Committee desires to amend the Plan to reflect the recent guidance issued by the Internal Revenue Service in Revenue Ruling 2014-24 (which further clarifies Revenue Rulings 81-100 and 2004-67 in connection with “81-100 group trusts”) allowing the participation in group trusts of Puerto Rico only qualified plans described in section 1022(i)(1) of the Employee Retirement Income Security Act of 1974, as amended.

Amendment of the Cardinal Health 401(k) Savings Plan for Employees of Puerto Rico

The Plan is hereby amended as follows, effective as of January 1, 2016.

1. Section 7.05 of the Plan, “Investment Funds,” is hereby amended to add a new paragraph after the first paragraph of the section. The amended Section 7.05 will read as follows.

“Section 7.05. INVESTMENT FUNDS. The Plan Administrator and the Trustee shall establish certain investment funds (the “investment Funds”), rules governing the administration of the Investment Funds, and procedures for directing the investment of Participant Accounts among the Investment Funds. The Trustee shall invest and reinvest the principal and income of each Account in the Trust Fund as required by ERISA and as directed by Participants. The Plan Administrator reserves the right to change the investment options available under the Plan (other than the Employer Common Stock Fund) and the rules governing investment designations at any time and from time to time.

In accordance with the provisions and guidance provided by the Internal Revenue Service in Revenue Ruling 2014-24, the Plan is eligible to participate in 81-100 group trusts. The Plan Administrator and the Trustee may include among the Investment Funds available 81-100 group trusts, provided the requirements of Revenue Ruling 2011-01, as modified by Revenue Ruling 2014-24, are satisfied. The Investment Funds invested in such 81-100 group trusts shall not be used for, or diverted to, purposes other than for the exclusive benefit of the Plan Participants and their Beneficiaries.

Notwithstanding the foregoing, the Plan shall have an “Employer Common Stock Fund” as one of the Investment Funds available to Participants under the Plan. The

Employer Common Stock Fund shall consist of stock of the Company and cash or cash equivalents needed to meet obligations of such fund or for the purchase of stock of the Company. One of the purposes of the Plan is to provide Participants with the opportunity to hold directly or indirectly ownership interests in the Company. To the extent practicable, all available assets of the Employer Common Stock Fund shall be used to purchase Shares, which shall be held by the Trustee and allocated to Participant Accounts until distribution in kind of sale for distribution of cash to Participants or Beneficiaries or until disposition is required to implement changes in investment designations. In addition, when acquiring Shares, the Trustee may acquire Shares directly from the Company or on the open market as necessary to effect Participant directions. In either case, the price paid for such Shares shall not exceed the fair market value of the Shares. The fair market value of the Shares acquired directly from the Company shall mean the mean between the high and low bid and ask prices as reported by the New York Stock Exchange on the date of such transaction.

Each Investment Fund (other than the Employer Common Stock Fund) shall be established by the Trustee at the direction of the Plan Administrator. Investment Funds may, as so determined, consist of preferred and common stocks, bonds, debentures, negotiable instruments and evidences of indebtedness of every kind and form, or in securities and units of participation issued by companies registered under the Investment Companies Act of 1940, master limited partnerships or real estate investment and reinvestment of assets of pension and profit sharing trusts which are exempt from federal income taxation under the Code, or any combination of the foregoing. The Trustee shall hold, manage, administer, invest, reinvest, account for and otherwise deal with the Trust Fund and each separate Investment Fund as provided in the Trust Agreement.

Anything in the Plan or Trust Agreement to the contrary notwithstanding, the Trustee shall not sell, alienate, encumber, pledge, transfer, or otherwise dispose of, or tender or withdraw, any Shares held by it under the Trust Agreement, except (i) as specially provided for in the Plan or (ii) in the case of a “Tender Offer” as directed in writing by a Participant (or Beneficiary, where applicable) on a form provided or approved by the Plan administrator and delivered to the Trustee. For the purposes hereof, a Tender Offer shall mean any offer for, or request for or invitation for tenders of, or offer to purchase or acquire, any Shares that is directed generally to shareholders of the Employer or any transaction which may be defined as a Tender Offer under rules or regulations promulgated by the Securities and Exchange Commission. To the extent that any money or other property is received by the Trustee as a result of a tender of Shares not prohibited by the preceding sentence, such money or property shall be allocated to such other Investment Fund(s) as directed by the Participants in whose Account the Shares so tendered were held.

2.    All other Plan provisions shall remain in full force and effect.

CARDINAL HEALTH, INC.
By:	/s/ Kendell F. Sherrer
Its:	VP, Benefits
Date:	9-9-16

EX-4.14

Exhibit 4.14

FIRST AMENDMENT TO THE

CARDINAL HEALTH 401(K) SAVINGS PLAN

FOR EMPLOYEES OF PUERTO RICO

(As Amended and Restated January 1, 2016)

Background Information

A. Cardinal Health, Inc. (“Cardinal Health”) previously adopted and currently maintains the Cardinal Health 401(k) Savings Plan for Employees of Puerto Rico (the “Plan”) for the benefit of eligible employees of Cardinal Health and its subsidiaries and affiliates.

B. Section 11.02 of the Plan (as in effect prior to this First Amendment) provides that the Plan may be amended at any time, provided that such amendment(s) are approved or ratified by Cardinal Health’s board of directors (the “Board”), any committee thereof, an authorized officer of Cardinal Health, or another authorized party.

C. Pursuant to authority delegated to it by the Human Resources and Compensation Committee of the Board, the Benefits Policy Committee (the “BPC”) is authorized to make certain material amendments to the Plan.

D. The BPC desires to amend the Plan to: (1) modify the Plan’s matching contribution formula; (2) modify the Plan’s governance processes and amendment authority; and (3) make other technical and conforming changes. The aforementioned changes fall within the BPC’s delegated authority.

Amendment of the Cardinal Health 401(k) Savings Plan for Employees of Puerto Rico

The Plan is hereby amended as set forth below, effective as of January 1, 2018.

1. A new Section 1.15A, “FBPC,” is hereby added to the Plan to read as follows:

“Section 1.15A. FBPC. The Financial Benefit Plans Committee of the Company.”

2. Section 1.27 of the Plan, “Plan Administrator,” is hereby amended to read as follows:

“Section 1.27. Plan Administrator. The FBPC shall be the Plan Administrator of the Plan.”

3.    A new Section 1.33A, “Special Contribution Account,” is hereby added to the Plan to read as follows:

“Section 1.33A. Special Contribution Account. That portion of a Participant’s Account credited with Special Contributions under Sections 3.02 and 3.03, and adjustments relating thereto.”

4. Section 1.38 of the Plan, “Trust,” is hereby amended to read as follows:

“Section 1.38. Trust. The Trust known as the Deed of Amendment and Restatement of Trust and Appointment of Successor Trustee executed on April 5, 2007 for the Cardinal Health 401(k) Savings Plan for Employees in Puerto Rico and maintained in accordance with the terms of the trust agreement between the Plan Administrator and the Trustee, as amended from time to time.”

5. Section 1.40 of the Plan, “Trustee,” is hereby amended to read as follows:

“Section 1.40. Trustee. The entity or person(s) appointed by the Plan Administrator in accordance with Section 7.01 of the Plan.”

6.    Section 1.43 of the Plan, “Terms Defined Elsewhere,” is hereby amended to add the following sentence at the beginning thereof:

“This Section 1.43 is intended for informational purposes only and nothing herein shall be construed to alter any provisions of the Plan, the rights and/or responsibilities of any party under the Plan.”

7.    Section 3.02 of the Plan, “Employer Contributions,” is hereby renamed as “Company Performance Contributions,” and is amended to read as follows:

“Section 3.02. COMPANY PERFORMANCE CONTRIBUTIONS. For each Plan Year, an Employer may make “Company Performance Contributions” to the Trust in such amounts determined in the discretion of the Board (or another entity designated by the Board) based on profitability or other relevant factors related to the performance of the Company. Such Company Performance Contributions will be in the form of “Employer Contributions” and/or “Special Contributions,” as described in Section 3.03(B). The amount contributed in any year may vary in the discretion of the Board (or such other entity designated by the Board). An Employer shall not make a contribution to the Trust for any taxable year to the extent the contribution would exceed the annual benefit and contribution limitations under Code Section 1081.01(a)(11) and/or the maximum deduction limitations under Code Section 1033.09, as applicable. All contributions are conditioned on their deductibility under the Code.

8.    Section 3.06 of the Plan, “Matching Contributions,” is hereby amended to read as follows:

“Section 3.06. MATCHING CONTRIBUTIONS. For each Plan Year, the Employer shall contribute to each eligible Participant’s Account a “Matching Contribution” in an amount equal to 200% of each Participant’s Compensation Deferral Contributions that do not exceed 1% of the Participant’s Compensation, 100% of each Participant’s Compensation Deferral Contributions that exceed 1% of the Participant’s Compensation but that do not exceed 2% of the Participant’s Compensation, and 50% of each Participant’s Compensation Deferral Contributions that exceed 2% of the Participant’s Compensation but that do not exceed 5% of the Participant’s Compensation.”

9.    Section 7.01 of the Plan, “Establishment of Trust,” is hereby amended to read as follows:

“Section 7.01. ESTABLISHMENT OF TRUST. The Plan Administrator shall execute an agreement with one or more persons or parties who shall serve as the

2

Trustee (such agreement the “Trust Agreement”). The Trustee so selected shall serve as the Trustee until otherwise replaced or until such Trust Agreement is terminated. The Plan Administrator may, from time to time, enter into such further agreements with the Trustee or other parties and make such amendments to the Trust Agreement as it may deem necessary or appropriate to administer the Plan. Any and all rights or benefits that may accrue to a person under this Plan shall be subject to all the terms and provisions of the Trust Agreement.”

10.    Section 7.04 of the Plan, “Indemnity of Committee(s),” is hereby renamed as “Indemnity by Employer,” and the first sentence thereof is hereby amended to read as follows:

“Section 7.04. INDEMNITY BY EMPLOYER. Each Employer indemnifies and saves harmless the Plan Administrator, any committee of the Board, and each individual member thereof, from and against any and all loss (including reasonable attorney’s fees and costs of defense) resulting from liability to which the Plan Administrator, such committee, or such individual member thereof may be subjected by reason of any act or conduct in their official capacities in the administration of the Trust or this Plan or both, including expenses reasonably incurred in their defense, in case the Employer fails to provide such defense.”

11.    Section 8.04 of the Plan, “Notice of Change in Terms,” is hereby amended to read as follows:

“Section 8.04. NOTICE OF CHANGE IN TERMS. The Plan Administrator, within the time prescribed by ERISA and the applicable regulations, shall furnish all Participants and Beneficiaries a summary description of any material amendment to the Plan or notice of discontinuance of the Plan and all other information required by ERISA to be furnished without charge.”

12.    Section 8.08 of the Plan, “Information Available,” is hereby amended to read as follows:

“Section 8.08. INFORMATION AVAILABLE. Any Participant in the Plan or any Beneficiary may examine copies of the Plan, the Trust, the Plan’s summary plan description, the latest annual report, any bargaining agreement, contract or any other instrument under which the Plan was established or is operated. The Plan Administrator will maintain all of the items listed in this Section 8.08 in its offices, or in such other place or places as it may designate from time to time in order to comply with the regulations issued under ERISA, for examination during reasonable business hours. Upon the written request of a Participant or Beneficiary, the Plan Administrator shall furnish him with a copy of any item listed in this Section 8.08. The Plan Administrator may make a reasonable charge to the requesting person for the copy so furnished.”

13.    The third sentence of Section 9.01 of the Plan, “Administrator, Trustee, and Fiduciaries,” is hereby amended to read as follows:

“The Plan Administrator shall have the sole authority to appoint and remove the Trustee.”

14.    Section 9.02 of the Plan, “Appointment of Committee,” is hereby renamed as “FBPC Meetings and Membership” and is amended in its entirety to read as follows:

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“Section 9.02. FBPC MEETINGS AND MEMBERSHIP. The FBPC shall be comprised of the following members: (1) Senior Vice President of the Company overseeing Benefits; (2) An individual designated by the Chief Human Resources Officer (“CHRO”) of the Company; (3) Treasurer of the Company; and (4) An individual designated by the Chief Financial Officer (“CFO”) of the Company. Each Member of the FBPC shall serve without the need of a formal appointment or resignation, so long as she or he holds the position, or is designated in writing as the stated designee of the CHRO or CFO. The designee of the CFO shall chair the FBPC.

The FBPC shall meet quarterly as determined by the FBPC and at such other times as necessary to perform its duties. A majority of the members of the FBPC constitutes a quorum. The FBPC may act by a majority vote at a meeting or by a writing approved by a majority of its members without a meeting. The FBPC may adopt such rules and procedures as are necessary or appropriate, as determined in the FBPC’s discretion, to carry out its responsibilities with respect to the Plan.”

15.    Section 9.03 of the Plan, “Plan Administrator Powers and Duties,” is hereby amended to read as follows:

“Section 9.03. PLAN ADMINISTRATOR POWERS AND DUTIES. The Plan Administrator shall have full power, authority and discretion to control and manage the operation and administration of the Plan. The discretionary authority of the Plan Administrator shall include, but not be limited to, the following:

A. To determine the rights of eligibility of an Employee to participate in the Plan, the value of a Participant’s Account, and the Nonforfeitable percentage of each Participant’s Account;

B. To adopt rules and procedures necessary for the proper and efficient administration of the Plan, provided the rules and procedures are not inconsistent with the terms of this Plan and the Trust;

C. To construe, interpret and enforce the terms of the Plan and the rules and regulations it adopts, including the discretionary authority to interpret the Plan documents, documents related to the Plan’s operation, and findings of fact;

D. To direct the Trustee with respect to the crediting and distribution of the Trust;

E. To review and render decisions respecting claims (including appeals of denied claims) in accordance with the Plan’s claims procedures;

F. To furnish an Employer with information that the Employer may require for tax or other purposes;

G. To engage such legal (including legal counsel of the Employer), accounting, recordkeeping, clerical, investment and/or administrative

4

services that it may deem necessary or appropriate for the proper administration or operation of the Plan;

H. To engage the services of agents (to perform fiduciary and/or nonfiduciary functions) whom it may deem advisable to assist it with the performance of its duties;

I. To engage the services of an investment manager or investment managers (as defined in Section 3(38) of ERISA), each of whom shall have full power and authority to manage, acquire or dispose (or direct the Trustee with respect to acquisition or disposition) of any Plan asset under its control;

J. To allocate fiduciary responsibilities (other than the trustee responsibilities as defined in Section 405(c)(3) of ERISA) to any person;

K. To delegate responsibility (including the responsibilities described in this Section 9.03) to others, including, but not limited to benefits staff of the Company and third parties engaged to provide services to the Plan;

L. To keep such records, books of account, data and other documents as may be necessary for the proper administration of the Plan;

M. To prepare and distribute to Participants and Beneficiaries information concerning the Plan and their rights under the Plan, including, but not limited to, information that is required to be distributed by ERISA, the Code, regulations under each, or by any other applicable law;

N. To file such reports and additional documents as may be required to be filed (or deemed appropriate to be filed) under the Code, ERISA and regulations issued under each; and

O. To do all things necessary or appropriate to operate and administer the Plan in accordance with its provisions and in compliance with applicable provisions of law.

When making a determination or calculation, the Plan Administrator shall be entitled to rely upon information furnished by a Participant, Beneficiary, an Employer, the legal counsel, or the Trustee. Benefits under the Plan shall be paid only if the Plan Administrator (or its delegate) decides in its discretion that the applicant is entitled to such benefits under the Plan.”

16.    The first sentence of Section 9.11 of the Plan, “Fees and Expenses from Fund,” is hereby amended to read as follows:

“The Trustee shall receive reasonable annual compensation as may be agreed upon from time to time between the Plan Administrator and the Trustee.”

5

17.    Section 11.02 of the Plan, “Amendment by Company,” is hereby renamed as “Plan Amendments,” and is amended in its entirety to read as follows:

“Section 11.02. PLAN AMENDMENTS. The Company may amend the Plan at any time and in any respect through a written resolution adopted or approved by the Board, or by:

A. the FBPC, with respect to any amendment that: (i) is required by law to maintain the tax-qualified status of the Plan, or (ii) when aggregated with any other amendment or amendments approved on the same date, is reasonably expected to have an annual financial impact on the Company of $5 million or less;

B. the CHRO of the Company, with respect to any amendment that, when aggregated with any other amendment or amendments approved on the same date, is reasonably expected to have an annual financial impact on the Company of $20 million or less; and

C. the Chief Executive Officer of the Company.

However, no amendment shall authorize or permit any part of the Trust Fund (other than the part required to pay taxes and administrative expenses) to be used for or diverted to purposes other than for the exclusive benefit of the Participants or their Beneficiaries or estates. No amendment shall cause or permit any portion of the Trust Fund to revert to or become a property of an Employer. Furthermore, no amendment shall decrease a Participant’s Account balance or accrued benefit or reduce or eliminate any benefits protected under ERISA Section 204(g), including an optional form of distribution, with respect to a Participant with an Account balance or accrued benefit at the date of the amendment, except to the extent otherwise permitted by ERISA Section 302(c)(8) or other applicable law or regulation.”

18.    All other provisions of the Plan shall remain in full force and effect.

CARDINAL HEALTH, INC. BENEFITS POLICY COMMITTEE
By:	/s/ Pamela O. Kimmet
Its:	Chief HR Officer
Date:	November 27, 2017

6

EX-4.15

Exhibit 4.15

THIRD AMENDMENT TO THE

CARDINAL HEALTH 401(K) SAVINGS PLAN

FOR EMPLOYEES OF PUERTO RICO

(As Amended and Restated January 1, 2016)

Background Information

A. Cardinal Health, Inc. (“Cardinal Health”) previously adopted and currently maintains the Cardinal Health 401(k) Savings Plan for Employees of Puerto Rico (the “Plan”) for the benefit of employees of Cardinal Health and its subsidiaries and affiliates.

B. Section 11.02 of the Plan provides that the Plan may be amended at any time through a written resolution adopted or approved by the Financial Benefit Plans Committee (“FBPC”), with respect to any amendment that, when aggregated with any other amendment or amendments approved on the same date, is reasonably expected to have an annual financial impact on Cardinal Health of $5 million or less.

C. The FBPC has concluded that the amendment set forth below, when aggregated with any other amendments set to be approved on the same date, is reasonably expected to have an annual financial impact on Cardinal Health of less than $5 million.

D. The FBPC desires to amend the Plan’s definition of “Total Disability” to provide that a participant is considered totally disabled for purposes of the Plan if he or she is determined to be totally disabled under Cardinal Health’s long-term disability plan or is determined to be totally disabled by the Social Security Administration.

Amendment of the Cardinal Health 401(k) Savings Plan for Employees of Puerto Rico

The Plan is hereby amended as set forth below, effective as of April 1, 2018.

1.    Section 1.35 of the Plan is hereby amended in its entirety to read as follows:

“Section 1.35Total Disability / Totally Disabled.” Occurs when a Participant has either (a) qualified for long-term disability benefits under the Employer’s long term disability plan, or (b) been determined to be totally disabled by the Social Security Administration.”

2.    Section 8.10 of the Plan is hereby amended in its entirety to read as follows:

“Section 8.10    [Reserved].”

3.    All other provisions of the Plan shall remain in full force and effect.

CARDINAL HEALTH, INC. FINANCIAL BENEFIT PLANS COMMITTEE
By:	/s/ Kendell F. Sherrer
Its:	VP, Benefits
Date:	April 2, 2018

EX-4.16

Exhibit 4.16

FOURTH AMENDMENT TO THE

CARDINAL HEALTH 401(K) SAVINGS PLAN

FOR EMPLOYEES OF PUERTO RICO

(As Amended and Restated January 1, 2016)

Background Information

A. Cardinal Health, Inc. (“Cardinal Health”) previously adopted and currently maintains the Cardinal Health 401(k) Savings Plan for Employees of Puerto Rico (the “Plan”) for the benefit of eligible employees of Cardinal Health and its subsidiaries and affiliates.

B. Section 11.02 of the Plan provides that the Plan may be amended at any time through a written resolution adopted or approved by the Financial Benefit Plans Committee (“FBPC”) with respect to any amendment that, when aggregated with any other amendment or amendments approved on the same date, is reasonably expected to have an annual financial impact on Cardinal Health of $5 million or less.

C. The FBPC has concluded that the amendment set forth below, when aggregated with any other amendments set to be approved on the same date, is reasonably expected to have an annual financial impact on Cardinal Health of less than $5 million.

D. The FBPC desires to amend the Plan to: (1) exclude imputed income (including gross-up payments thereon), tax equalization settlements, non-sufficient funds reimbursements, and expatriate additions to earnings adjustments (including gross-up payments thereon) from the definition of “Compensation” used to calculate contributions under the Plan; (2) clarify authority under the Plan to determine the amount of employer discretionary contributions; (3) provide that the requirement to be employed on the last day of a Compensation Determination Period in order to be eligible for employer discretionary contributions paid with respect to such Compensation Determination Period (if any) does not apply to employees who retire after satisfying certain age and service conditions; (4) update and clarify the Plan’s claims and appeals procedures; (5) update and clarify the Plan’s statute of limitations for filing a civil action following the exhaustion of the Plan’s claims and appeals process; and (5) clarify authority to amend the Plan.

Amendment of the Cardinal Health 401(k) Savings Plan for Employees of Puerto Rico

The Plan is hereby amended as set forth below, effective as of January 1, 2019, except as specifically set forth below.

1. Section 1.08 of the Plan is hereby amended, effective as of July 1, 2019, to add the following subsection (ix) immediately following subsection (viii) thereof:

“(ix) Amounts that are characterized as imputed income (including any gross-up payments thereon), tax equalization settlements, non-sufficient funds reimbursements, or expatriate additions to earnings adjustments (including any gross-up payments thereon) on the Company’s payroll records.”

2.    Section 3.02 of the Plan is hereby amended in its entirety to read as follows:

“Section 3.02DISCRETIONARY CONTRIBUTIONS. For each Plan Year, an Employer may make contributions to the Trust in such amounts as are determined in the discretion of the committee or other entity or person authorized by the Board for such purpose. Such discretionary contributions will be in the form of “Employer Contributions” and/or “Special Contributions,” as described in Section 3.03(B). The amount contributed for any Plan Year may vary and may be zero for any given Plan Year. An Employer shall not make a contribution to the Trust for any taxable year to the extent the contribution would exceed the annual benefit and contribution limits under Code Section 1081.01(a)(11) and/or the maximum deduction limitations under Code Section 1033.09, as applicable. All contributions are conditioned on their deductibility under the Code.”

3. The fifth sentence of Section 3.03(B) of the Plan is hereby amended to read as follows:

“The requirement to be employed on the last day of the Compensation Determination Period shall not apply to any Participant who terminated employment during the Compensation Determination Period (1) as a result of death or Total Disability, or (2) after attaining either (a) Normal Retirement Age, (b) age 55 and at least 10 years of continuous Service as defined in Section 1.32, or (c) age 60 and at least 5 years of continuous Service as defined in Section 1.32; provided that this sentence shall not apply to any Participant whose employment was terminated for cause during such Compensation Determination Period.”

4.    Section 8.09 of the Plan is hereby amended in its entirety to read as follows:

“Section 8.09CLAIMS AND APPEALS. A Participant or Beneficiary (hereinafter, the “claimant”) or his or her authorized representative may file (or may be deemed to have filed) a claim under the Plan pursuant to rules and procedures established by the Plan Administrator.

A. DENIAL OF CLAIM. The claims fiduciary designated by the Plan Administrator shall determine initial claims. If any claim under the Plan is wholly or partially denied by the claims fiduciary, the claimant shall be given notice of the denial. This notice shall be furnished in writing or electronically, within a reasonable period of time after receipt of the claim by the claims fiduciary. This period shall not exceed 90 days after receipt of the claim, except that if special circumstances require an extension of time, written notice of the extension (which shall not exceed an additional 90 days) shall be furnished to the claimant. The notice of denial shall be written in a manner calculated to be understood by the claimant and shall set forth the following information:

(i) the specific reasons for the denial;

(ii) specific references to the Plan provisions on which the denial is based;

(iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why this material or information is necessary;

(iv) an explanation that a full and fair review of the denial by the claims fiduciary may be requested by the claimant or his or her authorized representative by filing with the Plan Administrator a written request for review within 60 days of the notice of denial;

(v) an explanation that if a review is requested, the claimant or his or her authorized representative may review pertinent documents and submit issues and comments in writing within the same 60-day period referenced in subsection (iv) above;

(vi) a statement of the claimant’s right to bring a civil action under section 502 of ERISA; and

(vii) such other information as may be required to be included in the notice of denial under ERISA.

B. APPEAL OF DENIED CLAIM. If a claimant requests a review of a claim that was wholly or partially denied by the claims fiduciary, such review shall be conducted by the Plan Administrator. The Plan Administrator’s decision upon review shall be made no later than 60 days following receipt of the written request for review, unless special circumstances require an extension of time for processing, in which case the claimant shall be notified of the need for such extension of time prior to the expiration of such 60-day period. In no event shall the Plan Administrator’s decision upon review be made later than 120 days following receipt of the written request for review. If a claim is wholly or partially denied upon review, the claimant shall be given written or electronic notice of the decision promptly. The notice shall be written in a manner calculated to be understood by the claimant and shall set forth the following information:

(i) the specific reasons for the denial;

(ii) specific references to the Plan provisions on which the denial is based;

(iii) a statement that the claimant is entitled to receive documents and information relevant to the claim;

(iv) a statement that the claimant may bring a civil action under section 502 of ERISA; and

(v) such other information as may be required under ERISA.”

5.    Section 8.12 of the Plan is hereby amended in its entirety to read as follows:

“Section 8.12EXHAUSTION OF CLAIMS PROCEDURES AND STATUTE OF LIMITATIONS FOR CIVIL ACTIONS. Any Participant, Beneficiary, or other person made subject to the claims procedures in Section 8.09 must follow and exhaust such claims procedures before taking action in any other forum regarding a claim for benefits under the Plan or alleging a violation of or seeking any remedy under any provision of ERISA or other applicable law. No suit or legal action may be commenced after the earlier of (1) one year after the date of the notice of the final decision on appeal, or (2) one year after the date that a timely notice of final decision on appeal would have been required to be issued if a timely appeal had been filed.”

6. Section 11.02(B) of the Plan is amended by replacing the word “and” at the end thereof with the word “or.”

7. All other provisions of the Plan shall remain in full force and effect.

CARDINAL HEALTH, INC. FINANCIAL BENEFIT PLANS COMMITTEE
By:	/s/ Kendell F. Sherrer
Its:	VP, Global Benefits
Date:	12-19-18

EX-5.1

Exhibit 5.1

[CARDINAL HEALTH, INC. LETTERHEAD]

August 20, 2019

Cardinal Health, Inc.

7000 Cardinal Place

Dublin, Ohio 43017

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

I am Vice President and Associate General Counsel of Cardinal Health, Inc., an Ohio corporation (the “Company”). I have acted as counsel to the Company in connection with the Company’s Registration Statement on Form S-8 (the “Registration Statement”) filed under the Securities Act of 1933 (the “Act”) relating to the registration of up to $40,000,000 in aggregate value of deferred compensation obligations (the “Obligations”), which represent unsecured obligations of the Company to pay deferred compensation to eligible participants in the future in accordance with the terms of the Cardinal Health Deferred Compensation Plan, as amended and restated effective January 1, 2016 (the “DCP”).

In rendering this opinion, I have examined such documents and records, including an examination of originals or copies certified or otherwise identified to my satisfaction, and matters of law as I have deemed relevant or necessary for purposes of this opinion.

Based on the foregoing, and subject to the further qualifications, assumptions and limitations stated herein, I am of the opinion that upon receipt of consideration in accordance with the DCP, the Obligations will constitute valid and binding obligations of the Company, enforceable in accordance with their terms.

My examination, or the examination by attorneys under my supervision, of matters of law in connection with the opinions expressed herein has been limited to, and accordingly my opinions herein are limited to, the laws of the State of Ohio, as currently in effect. I express no opinion as to the effect of the laws of any other jurisdiction. In addition, I have assumed that the resolutions authorizing the Company to issue the Obligations in accordance with the DCP will be in full force and effect at all times at which such Obligations are issued, and the Company will take no action inconsistent with such resolutions. The opinion set forth above is limited by bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws and related regulations and judicial doctrines from time to time in effect relating to or affecting creditors’ rights generally, and by general equitable principles and public policy considerations, whether such principles and considerations are considered in a proceeding at law or at equity. In rendering the opinion above, I have assumed that the DCP is and will be administered in accordance with its terms.

I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement filed by the Company to effect registration of the Obligations to be issued pursuant to the DCP under the Act. In giving such consent, I do not thereby admit that I am in the category of person whose consent is required under Section 7 of the Act or the rules and regulations of the U.S. Securities and Exchange Commission.

Very truly yours,

/s/ JAMES E. BARNETT

James E. Barnett

Vice President and Associate General Counsel

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Cardinal Health Deferred Compensation Plan, the Cardinal Health 401(k) Savings Plan and the Cardinal Health 401(k) Savings Plan for Employees of Puerto Rico of Cardinal Health, Inc. of our reports (a) dated August 20, 2019, with respect to the consolidated financial statements and schedule of Cardinal Health, Inc. and subsidiaries and the effectiveness of internal control over financial reporting of Cardinal Health, Inc. and subsidiaries included in its Annual Report (Form 10-K) for the year ended June 30, 2019, and (b) dated June 20, 2019, with respect to the financial statements of (i) the Cardinal Health 401(k) Savings Plan included in the Plan’s Annual Report (Form 11-K) and (ii) the Cardinal Health 401(k) Savings Plan for Employees of Puerto Rico included in the Plan’s Annual Report (Form 11-K), each for the year ended December 31, 2018, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Grandview Heights, Ohio

August 20, 2019