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Cover and table of contents

10-K 1 mck_10kx3312019.htm 10-K

Table of Content

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2019

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-13252

McKESSON CORPORATION

(Exact name of registrant as specified in its charter)

Delaware94-3207296
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
6555 State Hwy 161, Irving, Texas75039
(Address of principal executive offices)(Zip Code)

(972) 446-4800

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

(Title of each class)(Trading Symbol)(Name of each exchange on which registered)
Common stock, $0.01 par valueMCKNew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting 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. (Check one):

Large accelerated filerxAccelerated filer¨
Non-accelerated filer¨Smaller reporting company¨
Emerging growth company¨

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 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ¨ No x

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, computed by reference to the closing price as of the last business day of the registrant’s most recently completed second fiscal quarter, September 30, 2018, was approximately $26 billion.

Number of shares of common stock outstanding on April 30, 2019: 189,961,556

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Proxy Statement for its 2019 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K.

McKESSON CORPORATION

TABLE OF CONTENTS

ItemPage
PART I
1.Business3
1A.Risk Factors10
1B.Unresolved Staff Comments23
2.Properties23
3.Legal Proceedings24
4.Mine Safety Disclosures24
Executive Officers of the Registrant25
PART II
5.Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities26
6.Selected Financial Data29
7.Management’s Discussion and Analysis of Financial Condition and Results of Operations31
7A.Quantitative and Qualitative Disclosures About Market Risk49
8.Financial Statements and Supplementary Data50
9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure122
9A.Controls and Procedures122
9B.Other Information122
PART III
10.Directors, Executive Officers and Corporate Governance123
11.Executive Compensation123
12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters123
13.Certain Relationships and Related Transactions and Director Independence125
14.Principal Accounting Fees and Services125
PART IV
15.Exhibits and Financial Statement Schedule126
16.Form 10-K Summary126
Signatures132

McKESSON CORPORATION

PART I

Next: Item 1. Business.