Cardinal Health, Inc. (NYSE:CAH) Files An 8-K Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement

On June 12, 2017, Cardinal Health, Inc. (the Company) expects to
deliver a notice of termination under the previously reported
commitment letter (the Commitment Letter) entered into by the
Company on April 18, 2017 with Goldman Sachs Bank USA and Goldman
Sachs Lending Partners LLC (the Commitment Parties). The Company
expects all commitments under the Bridge Facility (as defined in
the Commitment Letter) to be terminated in full, effective as of
June 13, 2017 to the terms of the Commitment Letter.

The foregoing description of the Commitment Letter does not
purport to be complete and is subject to, and qualified in its
entirety by, the full text of the Commitment Letter, which is
incorporated by reference herein and a copy of which is filed
herewith as Exhibit 10.1.

From time to time, the Commitment Parties or their affiliates
have performed, and may in the future perform, various commercial
banking, investment banking and other financial advisory services
for the Company, for which the Company pays customary fees and
expenses. Goldman Sachs Bank USA is a member of the lending
syndicate under the Companys $1.75 billion revolving credit
facility and Goldman Sachs Co. serves as a dealer under the
Companys commercial paper program. In addition, Goldman Sachs Co.
served as one of the Companys financial advisors in connection
with the proposed acquisition of certain equity interests and
assets collectively constituting the Patient Care, Deep Vein
Thrombosis and Nutritional Insufficiency businesses of Medtronic
plc, an Irish public limited company, for a purchase price of
$6.1 billion in cash, subject to certain adjustments. The Company
also engaged broker-dealer affiliates of the Commitment Parties
as underwriters of the Debt Offering (as defined below) on
customary terms of compensation for such services.

Item8.01 Other Events.

On June12, 2017, the Company will issue and sell $1,000,000,000
aggregate principal amount of 1.948% notes due 2019 (the 2019
Notes), $1,150,000,000 aggregate principal amount of 2.616% notes
due 2022 (the 2022 Notes), $350,000,000 aggregate principal
amount of floating rate notes due 2022 (the Floating Rate Notes),
$750,000,000 aggregate principal amount of 3.079% notes due 2024
(the 2024 Notes), $1,350,000,000 aggregate principal amount of
3.410% notes due 2027 (the 2027 Notes) and $600,000,000 aggregate
principal amount of 4.368% notes due 2047 (the 2047 Notes and,
together with the 2019 Notes, the 2022 Notes, the Floating Rate
Notes, the 2024 Notes and the 2027 Notes, the Notes). In
connection with the sale of the Notes (collectively, the Debt
Offering), on June1, 2017, the Company entered into an
underwriting agreement (the Underwriting Agreement) with Goldman
Sachs Co. LLC, Merrill Lynch, Pierce, Fenner Smith Incorporated,
MUFG Securities Americas Inc., and Wells Fargo Securities, LLC,
as representatives of the several underwriters named in
ScheduleII thereto. The offering is being made to the Companys
effective registration statement on Form S-3 (Registration
Statement No.333-215935) previously filed with the Securities and
Exchange Commission (the Registration Statement). The foregoing
description of the Underwriting Agreement is qualified by
reference to the text of the Underwriting Agreement, a copy of
which is filed as Exhibit1.1.

The Notes will be governed by an Indenture dated as of June2,
2008 between the Company and The Bank of New York Mellon Trust
Company, N.A. (formerly The Bank of New York Trust Company,
N.A.). Forms of the 2019 Notes, the 2022 Notes, the Floating Rate
Notes, the 2024 Notes, the 2027 Notes and the 2047 Notes are
filed as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5 and 4.6, respectively.

In connection with the issuance of the Notes, John M. Adams, Jr.,
Esq., Senior Vice President and Associate General Counsel of the
Company, and Gibson, Dunn Crutcher LLP, counsel to the Company,
will deliver opinions to the Company regarding the legality of
the Notes upon issuance and sale thereof. A copy of each opinion
is filed as Exhibits5.1 and 5.2, respectively.

The Company incorporates by reference the exhibits filed with
this Form 8-K into the Registration Statement.

Item9.01 Financial Statements and Exhibits.

About Cardinal Health, Inc. (NYSE:CAH)

Cardinal Health, Inc. is a healthcare services and products company. The Company operates through two segments: Pharmaceutical and Medical. The Pharmaceutical segment distributes branded and generic pharmaceutical, specialty pharmaceutical, over-the-counter healthcare and consumer products. This segment also operates nuclear pharmacies and cyclotron facilities; provides pharmacy management services to hospitals, as well as medication therapy management and patient outcomes services to hospitals, other healthcare providers and payers, and provides services to healthcare companies. The Medical segment distributes a range of medical, surgical and laboratory products, and provides services to hospitals, ambulatory surgery centers, clinical laboratories and other healthcare providers. This segment also manufactures, sources and develops its own Cardinal Health brand medical and surgical products. It provides post-acute care management and transition services, and software to hospitals.