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Item 15. Exhibits and Financial Statement Schedule.

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Item 15. Exhibits and Financial Statement Schedule.

Page
(a)(1) Consolidated Financial Statements
Report of Deloitte & Touche LLP, Independent Registered Public Accounting Firm (PCAOB ID: 34)61
Consolidated Statements of Operations for the years ended March 31, 2023, 2022, and 202165
Consolidated Statements of Comprehensive Income (Loss) for the years ended March 31, 2023, 2022, and 202166
Consolidated Balance Sheets as of March 31, 2023 and 202267
Consolidated Statements of Stockholders’ Equity (Deficit) for the years ended March 31, 2023, 2022, and 202168
Consolidated Statements of Cash Flows for the years ended March 31, 2023, 2022, and 202169
Financial Notes70
(a)(2) Financial Statement Schedule
Schedule II-Valuation and Qualifying Accounts139
All other schedules not included have been omitted because of the absence of conditions under which they are required or because the required information, where material, is shown in the financial statements, financial notes, or supplementary financial information.
(a)(3) Exhibits submitted with this Annual Report on Form 10-K as filed with the SEC and those incorporated by reference to other filings are listed on the Exhibit Index140

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McKESSON CORPORATION

SCHEDULE II

SUPPLEMENTARY CONSOLIDATED FINANCIAL STATEMENT SCHEDULE

VALUATION AND QUALIFYING ACCOUNTS

(In millions)

Additions
DescriptionBalance at Beginning of YearCharged to Costs and ExpensesCharged to Other Accounts (3)Deductions From Allowance Accounts (1)Balance at End of Year (2)
Year Ended March 31, 2023
Allowances for credit losses$99$45$5$(35)$114
Other allowances52—4(10)46
$151$45$9$(45)$160
Year Ended March 31, 2022
Allowances for credit losses$211$29$(35)$(106)$99
Other allowances50—4(2)52
$261$29$(31)$(108)$151
Year Ended March 31, 2021
Allowances for credit losses$252$4$1$(46)$211
Other allowances30119—50
$282$15$10$(46)$261
Years Ended March 31,
202320222021
(1)Deductions:
Written-off$(37)$(106)$(40)
Credited to other accounts and other(8)(2)(6)
Total$(45)$(108)$(46)
(2)Amounts shown as deductions from current and non-current receivables (current allowances were $158 million, $144 million, and $250 million at March 31, 2023, 2022, and 2021, respectively)$160$151$261
(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. Those representations and warranties:

  • 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;

  • may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

  • 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.

Incorporated by Reference
Exhibit NumberDescriptionFormFile NumberExhibitFiling Date
3.1Amended and Restated Certificate of Incorporation of the Company, as filed with the Delaware Secretary of State on July 27, 2011.8-K1-132523.1August 2, 2011
3.2Amended and Restated By-Laws of the Company, as amended April 26, 20238-K1-132523.1April 28, 2023
4.1Indenture, dated as of March 11, 1997, by and between the Company, as issuer, and The First National Bank of Chicago, as trustee.10-K1-132524.4June 19, 1997
4.2Officers’ Certificate, dated as of March 11, 1997, and related Form of 2027 Note.S-4333-308994.2July 8, 1997
4.3Indenture, 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-K1-132524.1March 5, 2007
4.4First 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-K1-132524.2February 28, 2011
4.5Indenture, dated as of December 4, 2012, by and between the Company, as issuer, and Wells Fargo Bank, National Association, as trustee.8-K1-132524.1December 4, 2012
4.6Officers’ Certificate, dated as of March 10, 2014, and related Form of 2024 Note, and Form of 2044 Note.8-K1-132524.2March 10, 2014
4.7Officer’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-K1-132524.1February 17, 2017
4.8Officer’s Certificate, dated as of February 12, 2018, and related Form of 2026 Euro Note.8-K1-132524.1February 13, 2018
4.9Officer’s Certificate, dated as of February 16, 2018, and related Form of 2028 Note.8-K1-132524.1February 21, 2018
4.10Officer’s Certificate, dated as of November 30, 2018, and Form of 2029 Note.8-K1-132524.1November 30, 2018
4.11Officer’s Certificate, dated as of December 3, 2020, and related Form of 2025 Note.8-K1-132524.1December 3, 2020

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McKESSON CORPORATION

Incorporated by Reference
Exhibit NumberDescriptionFormFile NumberExhibitFiling Date
4.12Officer’s Certificate, dated as of August 12, 2021, and related Form of 2026 Note.8-K1-132524.1August 12, 2021
4.13Indenture, dated as of February 15, 2023, by and between the Company, as issuer, and U.S. Bank Trust Company, National Association, as trustee.8-K1-132524.1February 15, 2023
4.14Officer’s Certificate, dated as of February 15, 2023, and related Form of 2026 Note.8-K1-132524.2February 15, 2023
4.15†Description of the Company’s Securities.————
10.1*McKesson Corporation Supplemental Profit Sharing Investment Plan, as amended and restated on January 29, 2003.10-K1-1325210.6June 6, 2003
10.2*McKesson Corporation Supplemental Retirement Savings Plan, as amended and restated effective July 30, 2019.10-Q1-1325210.2October 30, 2019
10.3*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-K1-1325210.7May 7, 2008
10.4*McKesson Corporation Deferred Compensation Administration Plan III, as amended and restated effective July 30, 2019.10-Q1-1325210.1October 30, 2019
10.5*McKesson Corporation Executive Survivor Benefits Plan, as amended and restated as of January 20, 2010.8-K1-1325210.1January 25, 2010
10.6*McKesson Corporation Severance Policy for Executive Employees, as amended and restated April 26, 2022.10-K1-1325210.6May 9, 2022
10.7*McKesson Corporation Change in Control Policy for Selected Executive Employees, as amended and restated effective January 28, 2020.10-K1-1325210.8May 22, 2020
10.8*McKesson Corporation Management Incentive Plan, as amended and restated April 26, 2022.10-K1-1325210.8May 9, 2022
10.9*Form of Statement of Terms and Conditions Applicable to Awards Pursuant to the McKesson Corporation Management Incentive Plan, effective April 26, 2022.10-K1-1325210.9May 9, 2022
10.10*McKesson Corporation 2005 Stock Plan, as amended and restated on July 28, 2010.10-Q1-1325210.4July 30, 2010
10.11*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-Q1-1325210.2July 26, 2012
10.12*McKesson Corporation 2013 Stock Plan, effective July 31, 2013.8-K1-1325210.1August 2, 2013
10.13*Forms of Statement of Terms and Conditions and Grant Notices Applicable to Awards Pursuant to the McKesson Corporation 2013 Stock Plan.10-K1-1325210.13May 9, 2022
10.14*McKesson Corporation 2022 Stock Plan, effective July 22, 2022.S-8333-26635610.1July 27, 2022
10.15*Forms of Statement of Terms and Conditions and Grant Notices Applicable to Awards Pursuant to the McKesson Corporation 2022 Stock Plan.10-Q1-1325210.2August 3, 2022
10.16*Form of Director and Officer Indemnification Agreement.10-K1-1325210.27May 4, 2010
10.17Tax Matters Agreement, by and between McKesson Corporation, PF2 SpinCo, Inc., Change Healthcare Inc., Change Healthcare LLC and Change Healthcare Holdings, LLC dated as of March 9, 20208-K1-1325210.1March 13, 2020

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McKESSON CORPORATION

Incorporated by Reference
Exhibit NumberDescriptionFormFile NumberExhibitFiling Date
10.18Distributor Settlement Agreement related to opioids claims, entered into on February 25, 2022, among the Settling States, the Settling Distributors, and the Participating Subdivisions (as defined therein).8-K/A1-667110.1May 3, 2022
10.19Credit Agreement, dated as of November 7, 2022, among the Company, as borrower, the lenders party thereto, the letter of credit issuers party thereto, Bank of America, N.A., as administrative agent, and the other parties thereto8-K1-1325210.1November 7, 2022
21†List of Significant 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, 2023, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated Statements of Operations, (ii) Consolidated Statements of Comprehensive Income (Loss), (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Stockholders' Equity (Deficit), (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).————
  • Management contract or compensation plan or arrangement in which directors and/or executive officers are eligible to participate.

† Filed herewith.

†† Furnished herewith.

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

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