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Table of Contents
McKESSON CORPORATION
SCHEDULE II
SUPPLEMENTARY CONSOLIDATED FINANCIAL STATEMENT SCHEDULE
VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended March 31, 2020**,** 2019 and 2018
(In millions)
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| Description | Balance at Beginning of Year | | | | Charged to Costs and Expenses | | | | Charged to Other Accounts (3) | | | | Deductions From Allowance Accounts (1) | | | | Balance at End of Year (2) | | |
| Year Ended March 31, 2020 | | | | | | | | | | | | | | | | | | | |
| Allowances for doubtful accounts | $ | 273 | | | $ | 91 | | | $ | (19 | ) | | $ | (93 | ) | | $ | 252 | |
| Other allowances | 24 | | | | — | | | | — | | | | 6 | | | | 30 | | |
| $ | 297 | | | $ | 91 | | | $ | (19 | ) | | $ | (87 | ) | | $ | 282 | |
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| Year Ended March 31, 2019 | | | | | | | | | | | | | | | | | | | |
| Allowances for doubtful accounts | $ | 187 | | | $ | 132 | | | $ | (1 | ) | | $ | (45 | ) | | $ | 273 | |
| Other allowances | 39 | | | | — | | | | (15 | | ) | | — | | | | 24 | | |
| $ | 226 | | | $ | 132 | | | $ | (16 | ) | | $ | (45 | ) | | $ | 297 | |
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| Year Ended March 31, 2018 | | | | | | | | | | | | | | | | | | | |
| Allowances for doubtful accounts | $ | 243 | | | $ | 44 | | | $ | 13 | | | $ | (113 | ) | | $ | 187 | |
| Other allowances | 42 | | | | — | | | | (3 | | ) | | — | | | | 39 | | |
| $ | 285 | | | $ | 44 | | | $ | 10 | | | $ | (113 | ) | | $ | 226 | |
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| | | 2020 | | | | 2019 | | | | 2018 | | |
| (1) | Deductions: | | | | | | | | | | | | |
| Written off | | $ | (93 | ) | | $ | (45 | ) | | $ | (113 | ) |
| Credited to other accounts | | 6 | | | | — | | | | — | | |
| Total | | $ | (87 | ) | | $ | (45 | ) | | $ | (113 | ) |
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| (2) | Amounts shown as deductions from current and non-current receivables (current allowances are $265 million, $279 million and $216 million at March 31, 2020, 2019 and 2018) | | $ | 282 | | | $ | 297 | | | $ | 226 | |
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| (3) | Primarily represents reclassifications to other balance sheet accounts. | | | | | | | | | | | | |
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McKESSON CORPORATION
EXHIBIT INDEX
The agreements included as exhibits to this report are included to provide information regarding their terms and not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement that were made solely for the benefit of the other parties to the applicable agreement, and;
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| • | should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; |
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| • | may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and |
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| • | were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. |
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time.
Exhibits identified under “Incorporated by Reference” in the table below are on file with the Commission and are incorporated by reference as exhibits hereto.
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| | Incorporated by Reference | | | |
| Exhibit Number | Description | Form | File Number | Exhibit | Filing Date |
| 2.1 | Agreement of Contribution and Sale, dated as of June 28, 2016, by and among McKesson Corporation, PF2 NewCo LLC, PF2 NewCo Intermediate Holdings, LLC, PF2 NewCo Holdings, LLC, HCIT Holdings, Inc., Change Healthcare, Inc., Change Aggregator L.P. and H&F Echo Holdings, L.P. | 8-K | 1-13252 | 2.1 | July 5, 2016 |
| 2.2 | Amendment No. 1 to Agreement Contribution and Sale, dated as of March 1, 2017, by and among by and among Change Healthcare LLC, Change Healthcare Intermediate Holdings, LLC, Change Healthcare Holdings, LLC, HCIT Holdings, Inc., Change Healthcare, Inc., a Delaware corporation, for itself and in its capacity as Echo Representative, certain affiliates of The Blackstone Group, L.P., certain affiliates of Hellman & Friedman LLC, and McKesson Corporation, a Delaware corporation. | 8-K | 1-13252 | 2.1 | March 7, 2017 |
| 2.3 | Separation and Distribution Agreement by and between McKesson Corporation, PF2 SpinCo, Inc., Change Healthcare Inc., Change Healthcare LLC, Change Intermediate Holdings, LLC and Change Healthcare Holdings, LLC (including form of Tax Matters Agreement) | 8-K | 1-13252 | 2.1 | February 10, 2020 |
| 3.1 | Amended and Restated Certificate of Incorporation of the Company, as filed with the Delaware Secretary of State on July 27, 2011. | 8-K | 1-13252 | 3.1 | August 2, 2011 |
| 3.2 | Amended and Restated By-Laws of the Company, as amended March 11, 2020 | 8-K | 1-13252 | 3.1 | March 13, 2020 |
| 4.1 | Indenture, dated as of March 11, 1997, by and between the Company, as issuer, and The First National Bank of Chicago, as trustee. | 10-K | 1-13252 | 4.4 | June 19, 1997 |
| 4.2 | Officers’ Certificate, dated as of March 11, 1997, and related Form of 2027 Note. | S-4 | 333-30899 | 4.2 | July 8, 1997 |
| 4.3 | Indenture, dated as of March 5, 2007, by and between the Company, as issuer, and The Bank of New York Trust Company, N.A., as trustee. | 8-K | 1-13252 | 4.1 | March 5, 2007 |
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McKESSON CORPORATION
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| | Incorporated by Reference | | | |
| Exhibit Number | Description | Form | File Number | Exhibit | Filing Date |
| 4.4 | First Supplemental Indenture, dated as of February 28, 2011, to the Indenture, dated as of March 5, 2007, among the Company, as issuer, the Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), and Wells Fargo Bank, National Association, as trustee, and related Form of 2021 Note and Form of 2041 Note. | 8-K | 1-13252 | 4.2 | February 28, 2011 |
| 4.5 | Indenture, dated as of December 4, 2012, by and between the Company, as issuer, and Wells Fargo Bank, National Association, as trustee. | 8-K | 1-13252 | 4.1 | December 4, 2012 |
| 4.6 | Officers’ Certificate, dated as of December 4, 2012, and related Form of 2022 Note. | 8-K | 1-13252 | 4.2 | December 4, 2012 |
| 4.7 | Officers’ Certificate, dated as of March 8, 2013, and related Form of 2023 Note. | 8-K | 1-13252 | 4.2 | March 8, 2013 |
| 4.8 | Officers’ Certificate, dated as of March 10, 2014, and related Form of 2024 Note, and Form of 2044 Note. | 8-K | 1-13252 | 4.2 | March 10, 2014 |
| 4.9 | Officer’s Certificate, dated as of February 17, 2017, and related Form of 2021 Euro Note, Form of 2025 Euro Note, and Form of 2029 Sterling Note. | 8-K | 1-13252 | 4.1 | February 17, 2017 |
| 4.10 | Officer’s Certificate, dated as of February 12, 2018, and related Form of 2026 Euro Note. | 8-K | 1-13252 | 4.1 | February 13, 2018 |
| 4.11 | Officer’s Certificate, dated as of February 16, 2018, and related Form of 2028 Note. | 8-K | 1-13252 | 4.1 | February 21, 2018 |
| 4.12 | Officer’s Certificate, dated as of November 30, 2018, and related Form of 2020 Note and Form of 2029 Note. | 8-K | 1-13252 | 4.1 | November 30, 2018 |
| 4.13† | Description of the Company’s Securities. | — | — | — | — |
| 10.1* | McKesson Corporation 1997 Non-Employee Directors’ Equity Compensation and Deferral Plan, as amended through January 29, 2003. | 10-K | 1-13252 | 10.4 | June 10, 2004 |
| 10.2* | McKesson Corporation Supplemental Profit Sharing Investment Plan, as amended and restated on January 29, 2003. | 10-K | 1-13252 | 10.6 | June 6, 2003 |
| 10.3* | McKesson Corporation Supplemental Retirement Savings Plan, as amended and restated effective July 30, 2019. | 10-Q | 1-13252 | 10.2 | October 30, 2019 |
| 10.4* | McKesson Corporation Deferred Compensation Administration Plan II, as amended and restated as of October 28, 2004, and Amendment No. 1 thereto effective July 25, 2007. | 10-K | 1-13252 | 10.7 | May 7, 2008 |
| 10.5* | McKesson Corporation Deferred Compensation Administration Plan III, as amended and restated effective July 30, 2019. | 10-Q | 1-13252 | 10.1 | October 30, 2019 |
| 10.6* | McKesson Corporation Executive Survivor Benefits Plan, as amended and restated as of January 20, 2010. | 8-K | 1-13252 | 10.1 | January 25, 2010 |
| 10.7* | McKesson Corporation Severance Policy for Executive Employees, as amended and restated as of April 23, 2013. | 10-K | 1-13252 | 10.11 | May 7, 2013 |
| 10.8*† | McKesson Corporation Change in Control Policy for Selected Executive Employees, as amended and restated as set forth April 28, 2020 effective January 28, 2020. | — | — | — | — |
| 10.9* | McKesson Corporation Management Incentive Plan, effective July 29, 2015. | 8-K | 1-13252 | 10.1 | July 31, 2015 |
| 10.10* | Form of Statement of Terms and Conditions Applicable to Awards Pursuant to the McKesson Corporation Management Incentive Plan, effective May 26, 2015. | 10-Q | 1-13252 | 10.1 | July 29, 2015 |
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McKESSON CORPORATION
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| | Incorporated by Reference | | | |
| Exhibit Number | Description | Form | File Number | Exhibit | Filing Date |
| 10.11* | McKesson Corporation Long-Term Incentive Plan, as amended and restated effective May 26, 2015, as amended effective October 23, 2018. | 10-Q | 1-13252 | 10.1 | October 25, 2018 |
| 10.12* | Forms of Statement of Terms and Conditions Applicable to Awards Pursuant to the McKesson Corporation Long-Term Incentive Plan, effective May 24, 2016. | 10-K | 1-13252 | 10.14 | May 5, 2016 |
| 10.13* | McKesson Corporation 2005 Stock Plan, as amended and restated on July 28, 2010. | 10-Q | 1-13252 | 10.4 | July 30, 2010 |
| 10.14* | Forms of (i) Statement of Terms and Conditions, (ii) Stock Option Grant Notice and (iii), Restricted Stock Unit Agreement, each as applicable to Awards under the McKesson Corporation 2005 Stock Plan. | 10-Q | 1-13252 | 10.2 | July 26, 2012 |
| 10.15* | McKesson Corporation 2013 Stock Plan, as adopted on May 22, 2013. | 8-K | 1-13252 | 10.1 | August 2, 2013 |
| 10.16*† | Forms of Statement of Terms and Conditions and Grant Notices Applicable to Awards Pursuant to the McKesson Corporation 2013 Stock Plan. | — | — | — | — |
| 10.17 | Third Amended and Restated Limited Liability Company Agreement of Change Healthcare LLC, dated as of March 1, 2017. | 8-K | 1-13252 | 10.1 | March 7, 2017 |
| 10.18 | Form of Commercial Paper Dealer Agreement between McKesson Corporation, as Issuer, and the Dealer. | 10-K | 1-13252 | 10.19 | May 5, 2016 |
| 10.19 | Credit Agreement, dated as of October 22, 2015, among the Company and Certain Subsidiaries, as Borrowers, Bank of America, N.A. as Administrative Agent, Bank of America, N.A. (acting through its Canada Branch), Citibank, N.A. and Barclays Bank PLC, as Swing Line Lenders, Wells Fargo Bank, National Association as L/C Issuer, Barclays Bank PLC, Citibank N.A., Wells Fargo Bank, National Association as Co-Syndication Agents, Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd. as Co-Documentation Agents, and The Other Lenders Party Thereto, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Bank PLC, Citigroup Global Markets Inc., Goldman Sachs Bank USA, J.P. Morgan Securities, LLC, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Wells Fargo Securities, LLC as Joint Lead Arrangers and Joint Book Runners. | 8-K | 1-13252 | 10.1 | October 23, 2015 |
| 10.20 | Amendment No. 2, dated January 30, 2014, and Amendment No. 1, dated November 15, 2013, to the Credit Agreement and the Credit Agreement dated as of September 23, 2011, among the Company and McKesson Canada Corporation, collectively, the Borrowers, Bank of America, N.A. as Administrative Agent, Bank of America, N.A. (acting through its Canada branch), as Canadian Administrative Agent, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as Co-Syndication Agents, Wells Fargo Bank, National Association as L/C Issuer, The Bank of Tokyo-Mitsubishi UFJ, LTD., The Bank of Nova Scotia and U.S. Bank National Association as Co-Documentation Agents, and The Other Lenders Party Thereto, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Sole Lead Arranger and Sole Book Manager. | 8-K | 1-3252 | 10.1 | February 5, 2014 |
| 10.21 | Credit Agreement dated as of September 25, 2019, among the Company and certain subsidiaries, as borrowers, Bank of America, N.A., as administrative agent, Barclays Bank PLC, Citibank, N.A., Wells Fargo Bank, National Association, Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A., and HSBC Securities (USA) Inc., as co-syndication agents, the lenders party thereto, the letter of credit issuers party thereto. | 10-Q | 1-13252 | 10.1 | October 30, 2019 |
Table of Contents
McKESSON CORPORATION
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| | Incorporated by Reference | | | |
| Exhibit Number | Description | Form | File Number | Exhibit | Filing Date |
| 10.22* | Form of Director and Officer Indemnification Agreement. | 10-K | 1-13252 | 10.27 | May 4, 2010 |
| 10.23 | Description of Separation Letter between the Company and Bansi Nagji, Executive Vice President and Chief Strategy and Business Development Officer, dated March 17, 2020. | 8-K | 1-13252 | — | March 23, 2020 |
| 10.24 | Tax Matters Agreement, by and between McKesson Corporation, PF2 SpinCo, Inc., Change Healthcare Inc. and Change Healthcare LLC, dated as of March 9, 2020 | 8-K | 1-13252 | 10.1 | March 13, 2020 |
| 21† | List of Subsidiaries of the Registrant. | — | — | — | — |
| 23† | Consent of Independent Registered Public Accounting Firm, Deloitte & Touche LLP. | — | — | — | — |
| 31.1† | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, and adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | — | — | — | — |
| 31.2† | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934 as amended, and adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | — | — | — | — |
| 32†† | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | — | — | — | — |
| 101† | The following materials from the McKesson Corporation Annual Report on Form 10-K for the fiscal year ended March 31, 2020, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Operations, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Stockholders' Equity, (v) Consolidated Statements of Cash Flows, and (vi) related Financial Notes. | — | — | — | — |
| 104† | Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101). | — | — | — | — |
________________
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| * | Management contract or compensation plan or arrangement in which directors and/or executive officers are eligible to participate. |
Registrant agrees to furnish to the Commission upon request a copy of each instrument defining the rights of security holders with respect to issues of long-term debt of the registrant, the authorized principal amount of which does not exceed 10% of the total assets of the registrant.
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McKESSON CORPORATION
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| | | MCKESSON CORPORATION |
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| Date: May 22, 2020 | | | /s/ Britt J. Vitalone |
| | | Britt J. Vitalone |
| | | Executive Vice President and Chief Financial Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated:
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| /s/ Brian S. Tyler | | /s/ Marie L. Knowles |
| Brian S. Tyler Chief Executive Officer and Director (Principal Executive Officer) | | Marie L. Knowles, Director |
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| /s/ Britt J. Vitalone | | /s/ Bradley E. Lerman |
| Britt J. Vitalone Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | Bradley E. Lerman, Director |
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| /s/ Sundeep G. Reddy | | /s/ Maria Martinez |
| Sundeep G. Reddy Senior Vice President and Controller (Principal Accounting Officer) | | Maria Martinez, Director |
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| /s/ Dominic J. Caruso | | /s/ Edward A. Mueller |
| Dominic J. Caruso, Director | | Edward A. Mueller, Director |
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| /s/ N. Anthony Coles | | /s/ Susan R. Salka |
| N. Anthony Coles, M.D., Director | | Susan R. Salka, Director |
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| /s/ M. Christine Jacobs | | /s/ Kenneth E. Washington |
| M. Christine Jacobs, Director | | Kenneth E. Washington, Director |
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| /s/ Donald R. Knauss | | |
| Donald R. Knauss, Director | | |
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| Date: May 22, 2020 | | |
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