THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Cardinal Health, Inc. (CAH)

9/26/2005 Proxy Information

In April 2005, the Company and a limited partnership, the limited partners of which include four adult children of Mr. Havens, one individually and the other three through separate trusts (representing an aggregate interest in the partnership of approximately 23%), jointly sold a property owned by the partnership and an adjoining property owned by the Company for an aggregate price, before closing expenses, of $1,675,000. The net proceeds from the sale were allocated 67% to the partnership and 33% to the Company, which percentages represent the parties’ interest in the square footage of the respective parcels. The property sold by the partnership was formerly leased by the Company from the partnership, which lease expired in fiscal 2004.

inChord Communications, Inc. (“inChord”) and its subsidiaries perform health care marketing and recruiting services on behalf of the Company and its subsidiaries from time to time in the ordinary course of business. Mr. M. Walter is a director and minority shareholder of inChord, and his two brothers serve as the other directors and own substantially all of the remaining equity interest in inChord. During fiscal 2005, the Company paid inChord approximately $51,345 for services rendered on the Company’s behalf, and has incurred approximately $51,000 in additional amounts payable for services rendered on the Company’s behalf in fiscal 2005.

In October 2003, the Company and inChord entered into a joint marketing program (“RxPedite”) designed to promote a comprehensive package of product commercialization services to pharmaceutical manufacturers. This program provides a mechanism for the parties to share the joint costs of the RxPedite marketing effort, and is terminable by either party at any time. During fiscal 2005, the Company’s share of co-marketing expenses incurred in connection with the RxPedite program was approximately $245,048.

Mr. M. Walter and his two brothers own a majority of BoundTree Medical Products, Inc. (“BMP”), a company engaged in the pre-hospital emergency medical supply business. Mr. M. Walter is also an officer and director of BMP. During fiscal 2005, BMP and its affiliates (i) purchased approximately $3,197,946 (which amount represents less than 5% of BMP’s consolidated gross revenues during such period) of product from the Company and its subsidiaries in the ordinary course of business, and (ii) sold products to the Company and its affiliates in the ordinary course of business totaling $59,772.

The sister-in-law of Carole S. Watkins, Executive Vice President – Human Resources of the Company, is employed as a senior vice president of the Company.

In April 2005, Medicine Shoppe International, Inc., a wholly-owned subsidiary of the Company (“Medicine Shoppe”), entered into a Membership Agreement with SureScripts, LLC, a provider of electronic prescription information communications services (“SureScripts”), pursuant to which Medicine Shoppe would become a member of a SureScripts program offering the electronic exchange of prescription information for the purpose of reducing medical errors, enhancing patient safety and increasing the efficiency of the prescribing process and other health care transactions and processes. Upon execution of the Membership Agreement, Medicine Shoppe paid SureScripts membership dues in the amount of $969,300, which dues are based on a five-year membership period. The son-in-law of Mr. Conrades, a Director of the Company, is the Chief Executive Officer of SureScripts.

Pursuant to the Company’s Code of Regulations and certain indemnification agreements, the Company is obligated to advance legal fees under certain circumstances to current and former employees, including executive officers and Directors, subject to limitations of the Ohio Revised Code. As part of that obligation, the Company has advanced legal fees relating to the representation of its Directors by counsel in connection with various derivative actions against the Company and its Directors, and relating to the representation of certain of its Directors and officers by counsel in connection with the SEC investigation and related investigations described under “Item 3: Legal Proceedings” of the Company’s Form 10-K for the fiscal year ended June 30, 2005, under the headings “Derivative Actions” and “SEC Investigation and U.S. Attorney Inquiry,” respectively. The Company has advanced a total of approximately $2.8 million relating to these matters since July 1, 2004.

4/15/2005 8-K Information

J. Michael Losh was interim Chief Financial Officer of Cardinal Health, Inc. from July 2004 until mid-May 2005.

11/5/2004 Proxy Information

Mr. R. Walter is the father of Matthew D. Walter, a Director of the Company.

A property which includes parts of the Company's former Columbus food distribution center was previously leased by the Company from a limited partnership, the limited partners of which include four adult children of Mr. Havens, one individually and the other three through separate trusts. The lease expired in accordance with its terms in February 2004. Prior to expiration of the lease, the rent payable by the Company to the limited partnership was $92,000 per annum (approximately $0.72 per sq. ft.), which amount is substantially below fair market value for the rental property. From July 1, 2003 through February 28, 2004 (the expiration date of the lease), the Company paid base rent to the partnership in the amount of approximately $61,000. During fiscal 2004, the Company had subleased the property to a third party for approximately $223,000, generating a gross profit net of real estate taxes of approximately $112,000 for the Company. The Company and the partnership have entered into a joint listing agreement offering both the formerly-leased property (owned by the partnership) and the adjoining property (owned by the Company) for sale as a single parcel. The listing agreement calls for allocation of proceeds of any eventual sale of the joint parcel in proportion to the relative square footage of the respective parcels (which results in an allocation of proceeds of approximately 67% for the partnership and 33% for the Company).

The Company owns a 28.7% equity interest in ArcLight Systems, LLC ("ArcLight"). In April 2002, ArcLight subleased office space from inChord Communications, Inc. ("inChord") for a term expiring on June 30, 2008. Mr. M. Walter is a director and minority shareholder of inChord, and his two brothers own substantially all of the remainder of inChord. In December 2003, in connection with the sale of certain of ArcLight's assets, the sublease was assigned by Arclight to an unaffiliated third party. As a result of the assignment, ArcLight has no further obligations under the sublease. During fiscal 2004 ArcLight paid base rent to inChord of approximately $81,000 with respect to periods prior to the assignment.

inChord and its subsidiaries also perform health care marketing and recruiting services on behalf of the Company and its subsidiaries from time to time in the ordinary course of business and on arm's-length terms. During fiscal 2004, the Company paid inChord approximately $87,000 for time and services rendered on the Company's behalf.

In October 2003, the Company and inChord entered into a joint marketing program ("RxPedite") designed to promote a comprehensive package of product commercialization services to pharmaceutical manufacturers. This program provides a mechanism for the parties to share the joint costs of the RxPedite marketing effort, and is terminable by either party at any time. During fiscal 2004, the Company's share of co-marketing expenses incurred in connection with the RxPedite program was approximately $201,000.

Mr. M. Walter and his two brothers own a majority of BoundTree Medical Products, Inc. ("BMP"), a company engaged in the pre-hospital emergency medical supply business. Mr. M. Walter also is an officer and director of BMP. During fiscal 2004, BMP and its affiliates purchased approximately $2,751,000 of product from the Company and its subsidiaries in the ordinary course of business and on arm's-length terms. This amount represented less than 3% of BMP's consolidated gross revenues for its last full fiscal year.

Ms. Beth E. Simonetti, Senior Vice President - Shared Services of the Company, is the sister-in-law of Ms. Carole S. Watkins, Executive Vice President - Human Resources of the Company. There is no current reporting relationship between Ms. Simonetti and Ms. Watkins.

Pursuant to the Company's Code of Regulations and certain indemnification agreements, the Company is obligated to advance legal fees under certain circumstances to current and former employees, including executive officers and Directors, subject to limitations of the Ohio Revised Code. As part of that obligation, the Company has advanced legal fees relating to the representation of its Directors by counsel in connection with various derivative actions against the Company and its Directors, and relating to the representation of certain of its officers by counsel in connection with the SEC investigation and related investigations described under "Item 3: Legal Proceedings" of the Company's Form 10-K for the fiscal year ended June 30, 2004, under the headings "Derivative Actions" and "SEC Investigation and U.S. Attorney Inquiry," respectively. The Company has advanced a total of approximately $1.6 million relating to these matters since July 1, 2003.

10/9/2003 Proxy Information

Mr. Miller served as Executive Vice President of Cardinal Health, Inc. since November 1999 and as Chief Financial Officer since March 1999 until July 2004.

The Company owns a 31% equity interest in ArcLight Systems, LLC ("ArcLight"). In April 2002, ArcLight subleased office space from inChord Communications, Inc. ("inChord") for a term expiring on June 30, 2008. Mr. M. Walter is a director and minority shareholder of inChord, and his two brothers own substantially all of the remainder of inChord. During the term of this sublease, ArcLight will pay base rent to inChord which fluctuates from $118,250 to $198,710 per year.

inChord and its subsidiaries also perform health care marketing and recruiting services on behalf of the Company and its subsidiaries from time to time in the ordinary course of business and on arm's-length terms. During FY03, the Company paid inChord approximately $203,207 for time and services rendered on the Company's behalf. To assist in the launch of a customer's product for which the Company was providing contract sales services, the Company advanced the customer approximately $582,000 for marketing services. This advance funded a portion of inChord's fees for marketing services later rendered to the customer. The total amount of payments described in this paragraph represented less than 1% of inChord's consolidated gross revenues for its last full fiscal year.

In October 2003, the Company and inChord entered into a joint marketing program ("RxPedite") designed to promote a comprehensive package of product commercialization services to pharmaceutical manufacturers. This program provides a mechanism for the parties to share the joint costs of the RxPedite marketing effort, and is terminable by either party at any time. It is contemplated that the Company and inChord will provide capital, services and other resources to the RxPedite program.

Mr. M. Walter and his two brothers own a majority of Bound Tree Medical, LLC ("BTM"), an Ohio limited liability company engaged in the emergency medical supply business. Mr. M. Walter also is an officer and manager of BTM. During FY03, BTM and its affiliates purchased approximately $505,326 of product from the Company and its subsidiaries in the ordinary course of business and on arm's-length terms. This amount represented less than 1% of BTM's consolidated gross revenues for its last full fiscal year.

A property which includes parts of the Company's former Columbus food distribution center is leased by the Company from a limited partnership in which the general partner was, until June 2003, Mr. R. Walter. The limited partners include four adult children of Mr. Havens, one individually and the other three through separate trusts. In June 2003, Mr. R. Walter divested his interest in the limited partnership. The rent payable by the Company to the limited partnership is $92,000 per annum (approximately $0.72 per sq. ft.), which amount is substantially below fair market value for the rental property. For FY03, the Company had subleased the property to a third party for $378,860, generating a gross profit net of real estate taxes of $237,823 for the Company. The lease, by its terms, will expire in February 2004, unless the Company exercises its right to renew the lease. If the lease is renewed, the rent payable by the Company will increase to fair market value. The Company does not currently intend to renew the lease.

Mr. R. Walter is a general partner in a limited partnership that owns a retail shopping center. One of the tenants in the shopping center is an individual who operates a pharmacy as a Medicine Shoppe franchisee under a five-year lease which will expire in September 2005. The lease calls for rent of $2,000 per month. To assist the franchisee in establishing this location, the lease was guaranteed by Medicine Shoppe International, Inc., a subsidiary of the Company ("MSI"). No amounts have been requested from or paid by MSI on the guaranty.

Ms. Beth E. Simonetti, Senior Vice President - Human Resources for the Company's Healthcare Products and Services businesses, is the sister-in-law of Ms. Carole S. Watkins, Executive Vice President - Human Resources of the Company.