McKesson (MCK) 10-K risk factor changes: FY2024 vs FY2023

| [Litigation and Regulatory [removed: Risks](#i04335d018da94076b0acf21e81ac886b_2271)] [added: Risks](#i7132d51b6f264327b1502f1ca43570cf_58)] | | | [removed: [14](#i04335d018da94076b0acf21e81ac886b_2271)] [added: [14](#i7132d51b6f264327b1502f1ca43570cf_58)] | | |

| [Company and Operational [removed: Risks](#i04335d018da94076b0acf21e81ac886b_2298)] [added: Risks](#i7132d51b6f264327b1502f1ca43570cf_61)] | | | [removed: [16](#i04335d018da94076b0acf21e81ac886b_2298)] [added: [16](#i7132d51b6f264327b1502f1ca43570cf_61)] | | |

| [Industry and Economic [removed: Risks](#i04335d018da94076b0acf21e81ac886b_2325)] [added: Risks](#i7132d51b6f264327b1502f1ca43570cf_64)] | | | [removed: [21](#i04335d018da94076b0acf21e81ac886b_2325)] [added: [21](#i7132d51b6f264327b1502f1ca43570cf_64)] | | |

| [General [removed: Risks](#i04335d018da94076b0acf21e81ac886b_2351)] [added: Risks](#i7132d51b6f264327b1502f1ca43570cf_67)] | | | [removed: [24](#i04335d018da94076b0acf21e81ac886b_2351)] [added: [24](#i7132d51b6f264327b1502f1ca43570cf_67)] | | |

This is not a complete [removed: statement] [added: discussion] of all potential risks and uncertainties.

| [Table of [removed: Contents](#i04335d018da94076b0acf21e81ac886b_7)] [added: Contents](#i7132d51b6f264327b1502f1ca43570cf_7)] | | | [Item 1A [removed: Index](#i04335d018da94076b0acf21e81ac886b_16)] [added: Index](#i7132d51b6f264327b1502f1ca43570cf_55)] | | |

We [removed: might] experience losses not covered by insurance or indemnification.

Our business exposes us to risks that are inherent in the distribution, manufacturing, dispensing, and administration of pharmaceuticals and medical-surgical supplies, the provision of ancillary services, the conduct of our payer businesses, [added: practice support services,] and the provision of products that assist clinical decision-making and relate to patient medical histories and treatment plans.

Uninsured [added: or non-indemnified] losses might have a materially adverse impact on our business operations and our financial position or results of operations.

For example, we are [removed: also] subject to consent decrees issued by state courts that govern our distribution of controlled substances.

We [removed: might] experience increased costs to distribute controlled substances such as opioids.

As described in “Government Regulation” in Item 1 of Part I above, our industry is highly regulated, and further regulation of our distribution [removed: businesses and] [added: businesses,] technology [removed: products] [added: products,] and services could impose increased costs, negatively impact our profit margins and the profit margins of our customers, delay the introduction or implementation of our new products, or otherwise negatively impact our business and expose the Company to litigation and regulatory investigations.

Additionally, we are subject to various routine and ad hoc inspections [added: and requests for information] by government agencies to determine compliance with various statutes and regulations.

Failures to comply with those laws, including the federal Anti-Kickback Statute, [added: might] expose us to federal or state government investigations or qui tam actions, and to liability for damages and civil and criminal penalties.

As described in “Government Regulation” in Item 1 of Part I above, we are subject to the [removed: operating] [added: operating, quality, regulatory,] and security [removed: standards] [added: requirements] of the DEA, the FDA, various state boards of pharmacy, state health departments, the CMS, and other comparable agencies.

[removed: Any] [added: Noncompliance, enforcement actions, or adverse decisions by regulators, or the] inability to obtain, maintain, or renew permits, licenses, or other regulatory approvals needed for the operation of our businesses might have a materially adverse impact on our business operations and our financial position or results of operations.

[removed: Privacy and] [added: Privacy,] data [removed: protection] [added: protection, and cybersecurity] laws increase our compliance burden.

A significant privacy breach or failure to comply with privacy and data security [removed: laws] [added: laws, by us or by external service providers, vendors, or other third parties with which we do business,] might have a materially adverse impact on our reputation, our business operations, and our financial position or results of operations.

We, our external service providers, [added: vendors,] and other third parties with which we do business, use technology and systems to perform our business operations, such as the secure electronic transmission, processing, storage, and hosting of sensitive information, including protected health information and other types of personal information, confidential financial information, proprietary information, and other sensitive information relating to our customers, company, and workforce.

Despite [added: conducting our own] physical, technical, and administrative security [removed: measures,] [added: measures as well as third party risk management processes as discussed in “Cybersecurity” in Item 1C of Part I below,] technology systems and operations of the Company and third [removed: parties] [added: parties, including our external service providers and vendors,] with which we do business [added: have experienced cybersecurity incidents and] are subject to [added: future] cyberattacks and cybersecurity incidents.

Cybersecurity incidents include unauthorized occurrences on or conducted through our [added: or our third parties’] information systems, such as tampering, malware insertion, ransomware attacks, or other system integrity events.

The risk [added: and efficacy] of cyberattacks increases from time to time due to a variety of internal and external factors, including [added: the adoption of sophisticated and rapidly evolving techniques, such as adversarial AI, and] during political tensions, military conflicts, or civil unrest.

A cybersecurity incident might involve a material data breach or other material impact to the confidentiality, integrity, availability, and operations of our technology systems or data, which might result in [removed: injury] [added: harm] to [removed: patients or] [added: patients,] consumers, [added: or employees;] litigation or regulatory [removed: action,] [added: action;] disruption of our business [removed: operations,] [added: operations;] loss of customers or [removed: revenue,] [added: revenue; cash flow impacts;] and increased [removed: expense, any of which might have a materially adverse impact on our business, our reputation, and our financial position or results of operations.][added: expense.]

We [removed: might] experience significant problems with information systems or networks.

Our customers rely on their ability to access and use these [removed: the] systems and their data as needed.

If those information systems or networks suffer errors, interruptions, or become unavailable, or if the timely delivery of medical care or other customer business requirements are impaired by data access, network, or systems problems, we might experience injury to patients or consumers, litigation or regulatory action, disruption of our business operations, loss of customers or revenue, [added: cash flow impacts,] and increased expense.

If our software and technology services are alleged to have contributed to faulty clinical [removed: decisions] [added: decisions, compromised continuity of patient care,] or injury to patients, we might be subject to [added: regulatory scrutiny,] claims or litigation by users of our software or services [removed: or] [added: and/or] their patients.

We distribute [removed: pharmaceutical] [added: pharmaceutical, medical,] and [removed: medical] [added: other FDA-regulated] products manufactured by third parties and by our private label [removed: generic pharmaceutical business,] [added: businesses,] including medications that may be temperature sensitive and have limited shelf lives.

Our systems [added: and procedures] are designed to maintain the safety and efficacy of the products throughout the [added: sourcing and] distribution process.

Achieving the desired outcomes of business combinations involves significant risks including: diverting management’s attention from other business operations; challenges with assimilating the acquired businesses, such as integration of [removed: operations] [added: operations, systems,] and [removed: systems;] [added: technologies;] failure or delay in realizing operating synergies; difficulty retaining key acquired company personnel; unanticipated accounting or financial systems issues with the acquired business, which might affect our internal controls over financial reporting; unanticipated compliance issues in the acquired business; [added: unknown or unanticipated cybersecurity issues;] challenges retaining customers of the acquired business; unanticipated expenses or charges to earnings, including depreciation and amortization or potential impairment charges; and risks of known and unknown assumed liabilities in the acquired business.

Third-party services providers [removed: might] [added: experience cybersecurity incidents and can] fail to perform [removed: as anticipated, may experience cybersecurity incidents, or] [added: their obligations due to various causes, which] might cause us to incur operational difficulties, additional compliance requirements, or increased costs related to outsourced services.

[removed: Some] [added: Additionally, some historical] competitors [added: and a growing number of new competitive entrants] have more experience than we do in enabling technologies such as data [removed: analytics.][added: analytics, machine learning, or AI.]

We [removed: might be harmed] [added: are impacted] by [removed: large] customer purchase reductions, [added: contract non-renewals,] payment defaults, [removed: or contract non-renewal.][added: and bankruptcies.]

At March 31, [removed: 2023,] [added: 2024,] sales to our largest customer represented approximately [removed: 27%] [added: 28%] of our total consolidated revenues and approximately [removed: 21%] [added: 24%] of our total trade receivables, and those of our ten largest customers combined accounted for approximately [removed: 68%] [added: 69%] of our consolidated revenues and approximately [removed: 42%] [added: 43%] of our trade receivables.

[removed: A material default in payment, reduction in purchases,] [added: One] or [removed: the loss of business from a large] [added: more] customer [added: purchase reductions, contract non-renewals, payment defaults, or bankruptcies] might have a materially adverse impact on our business operations and our financial position or results of operations.

Laws limiting or reducing pharmaceutical [removed: prices may] [added: prices, and changes to manufacturers’ pricing policies or practices as a result of changing laws,] impact our distribution agreements.

If a court were to hold that our use of data is not consistent with our rights and limitations, we might be required to pay substantial damages; we [removed: may] [added: might] need to stop using, sharing, and/or selling certain products and services; or we [removed: could] [added: might] incur other financial, legal, and/or reputational consequences.

In addition, in order to reach our data strategy growth [added: and AI] objectives, we might be unable to [added: negotiate and/or] obtain at an acceptable cost the data usage rights needed to advance such goals.

In the U.S., the ACA significantly expanded health insurance coverage to uninsured Americans and changed the way healthcare is financed by both governmental and private [removed: payers.][added: payors.]

Enactment of the [removed: IR Act] [added: IRA] and its implementation over the next several years is anticipated to bring meaningful changes in how Medicare pays for drugs and various benefit design changes, which are all intended to reduce the price of drugs.

| [Table of Contents](#i7132d51b6f264327b1502f1ca43570cf_7) | | | [Item 1A Index](#i7132d51b6f264327b1502f1ca43570cf_55) | | |

Noncompliance with these requirements can result in inspectional observations, warning letters, product recalls, seizures, injunctions, and other administrative, civil, and criminal enforcement actions.

| [Table of Contents](#i7132d51b6f264327b1502f1ca43570cf_7) | | | [Item 1A Index](#i7132d51b6f264327b1502f1ca43570cf_55) | | |

Any of these scenarios might have a materially adverse impact on our business, our reputation, and our financial position or results of operations.

These risks can be heightened upon the adoption of rapid evolution or new technologies, including AI, and may introduce new or expanded risks, such as data inaccuracy, unreliability, or bias.

| [Table of Contents](#i7132d51b6f264327b1502f1ca43570cf_7) | | | [Item 1A Index](#i7132d51b6f264327b1502f1ca43570cf_55) | | |

| [Table of Contents](#i7132d51b6f264327b1502f1ca43570cf_7) | | | [Item 1A Index](#i7132d51b6f264327b1502f1ca43570cf_55) | | |

New technologies may not result in the benefits we anticipate or enable us to maintain a competitive advantage.

AI technology is continuously evolving, and the AI technologies we employ may become obsolete earlier than planned.

Some of our customers from time to time reduce the amounts they purchase from us, do not renew their purchase contracts with us, delay or default on their payments to us, or avoid payments to us through bankruptcy proceedings.

| [Table of Contents](#i7132d51b6f264327b1502f1ca43570cf_7) | | | [Item 1A Index](#i7132d51b6f264327b1502f1ca43570cf_55) | | |

Separately, there is increased scrutiny on companies’ diversity, equity, and inclusion (“DEI”) initiatives.

Negative perception of our DEI initiatives, whether due to our perceived over or under pursuit of such initiatives, may likewise result in issues hiring or retaining employees, as well as potential litigation or other adverse impacts.

| [Table of Contents](#i7132d51b6f264327b1502f1ca43570cf_7) | | | [Item 1A Index](#i7132d51b6f264327b1502f1ca43570cf_55) | | |

Any changes to our arrangements that result from the rulings in these cases might have an adverse impact on our business.

| [Table of Contents](#i7132d51b6f264327b1502f1ca43570cf_7) | | | [Item 1A Index](#i7132d51b6f264327b1502f1ca43570cf_55) | | |

We also may face competition from companies that move faster to adopt emerging technologies.

In these situations there may be no alternative sources of supply.

| [Table of Contents](#i7132d51b6f264327b1502f1ca43570cf_7) | | | [Item 1A Index](#i7132d51b6f264327b1502f1ca43570cf_55) | | |

For example, the European Union and other countries (including countries in which we operate) have committed to enacting changes to numerous long-standing tax principles impacting how large multinational enterprises are taxed.

In particular, the Organization for Economic Cooperation and Development’s Pillar Two initiative introduces a 15% global minimum tax applied on a country-by-country basis which many jurisdictions have now committed to enact.

The impact of these potential new regulations as well as any other changes in domestic and international tax regulations could have a material effect on our effective tax rate.

| [Table of Contents](#i7132d51b6f264327b1502f1ca43570cf_7) | | | [Item 1A Index](#i7132d51b6f264327b1502f1ca43570cf_55) | | |

Governance issues and regulations, including those related to social issues, climate change, and sustainability, and stakeholder response thereto may have an adverse effect on our business, financial condition, and results of operations and damage our reputation.

Companies across all industries are facing increasing scrutiny relating to their sustainability and governance practices and policies.

The landscape related to such regulation, compliance, and reporting is constantly evolving, including expanding in scope and complexity.

For example, the SEC and the State of California have adopted laws that we anticipate will require significantly increased disclosures related to climate change.

There are also proposed regulations, including federal acquisition regulations, which may impose additional and more expansive requirements.

We may experience significant costs associated with regulatory compliance for sustainability and governance matters, including fees, licenses, reporting, and the cost of capital improvements for our operating facilities to meet environmental regulatory requirements.

Increased focus and activism related to these topics may hinder our access to capital or negatively impact our stock price, as investors may reconsider their capital investment based on their assessment of our sustainability and governance practices and policies.

In particular, investor advocacy groups, institutional investors, stockholders, employees, customers, regulators, proxy advisory services, and other market participants have increasingly focused on governance and sustainability practices and policies of companies.

If our governance and sustainability practices do not meet investor or other stakeholder expectations, standards, or evolving frameworks and regulatory requirements, our stock price, brand, sales, ability to access capital markets, reputation, and employee retention, among other things, may be negatively affected.

In addition, from time to time we make statements regarding our sustainability goals and efforts.

Although we intend to meet these goals, we may be required to expend significant resources to do so, which could increase our operational costs.

In addition, we could be criticized for the scope or nature of these goals, or for any revisions to our goals.

Moreover, we may determine that it is in the best interest of our Company and our stockholders to prioritize other business, social, governance, or sustainable investments over the achievement of our current goals based on economic, technological developments, regulatory and social factors, business strategy, or pressure from investors, activist groups, or other stakeholders.

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| [Table of Contents](#i7132d51b6f264327b1502f1ca43570cf_7) | | | [Item 1A Index](#i7132d51b6f264327b1502f1ca43570cf_55) | | |

If we fail to meet our goals or fail to adapt to evolving investor, industry, or stakeholder expectations and standards, our reputation may be harmed.

Noncompliance with these requirements results in monetary penalties and/or licensing sanctions.

We derive a significant portion of our revenue from, and have a significant portion of our accounts receivable with, a small number of customers.

Our participation in vaccination distribution programs may materially affect our operating results, reputation, and business.

Our participation as a distributor in government-sponsored vaccination programs, such as the U.S. government’s COVID-19 distribution and related ancillary supply kit programs, exposes us to various uncertainties.

For example, the changing distribution scope of COVID-19 vaccines, consumer demand, supply chain stability, and the cost of distribution subject our operating results to variability.

Our participation in such programs also exposes us to various risks, including regulatory compliance, government oversight, dependence on government funding, contractual performance, litigation, security risks, and supply chain challenges.

Any significant problems with our participation in such programs might have a materially adverse impact on our reputation and our business.

Because of these risks and uncertainties, our operating results may be materially higher or lower than our projections.

Cost inflation during fiscal 2023 generally increased our transportation, operational, and other administrative costs associated with our normal business operations.

These events can disrupt operations for us, our suppliers, our vendors, and our customers.

For example, the war between Russia and Ukraine has resulted in global economic uncertainty and increased costs of various commodities.

Proposed changes to federal acquisition regulations and securities reporting rules, for example, would impose increased costs to comply with reporting and disclosure requirements.

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| [Table of Contents](#i04335d018da94076b0acf21e81ac886b_7) | | |

| [Overview of Our [removed: Business](#i04335d018da94076b0acf21e81ac886b_49)] [added: Business](#i7132d51b6f264327b1502f1ca43570cf_100)] | | | [removed: [30](#i04335d018da94076b0acf21e81ac886b_49)] [added: [31](#i7132d51b6f264327b1502f1ca43570cf_100)] | | |

| [Executive [removed: Summary](#i04335d018da94076b0acf21e81ac886b_52)] [added: Summary](#i7132d51b6f264327b1502f1ca43570cf_103)] | | | [removed: [32](#i04335d018da94076b0acf21e81ac886b_52)] [added: [32](#i7132d51b6f264327b1502f1ca43570cf_103)] | | |

| [Trends and [removed: Uncertainties](#i04335d018da94076b0acf21e81ac886b_55)] [added: Uncertainties](#i7132d51b6f264327b1502f1ca43570cf_106)] | | | [removed: [34](#i04335d018da94076b0acf21e81ac886b_55)] [added: [33](#i7132d51b6f264327b1502f1ca43570cf_106)] | | |

| [Overview of Consolidated [removed: Results](#i04335d018da94076b0acf21e81ac886b_58)] [added: Results](#i7132d51b6f264327b1502f1ca43570cf_109)] | | | [removed: [37](#i04335d018da94076b0acf21e81ac886b_58)] [added: [35](#i7132d51b6f264327b1502f1ca43570cf_109)] | | |

| [Overview of Segment [removed: Results](#i04335d018da94076b0acf21e81ac886b_61)] [added: Results](#i7132d51b6f264327b1502f1ca43570cf_112)] | | | [removed: [43](#i04335d018da94076b0acf21e81ac886b_61)] [added: [40](#i7132d51b6f264327b1502f1ca43570cf_112)] | | |

| [Foreign [removed: Operations](#i04335d018da94076b0acf21e81ac886b_67)] [added: Operations](#i7132d51b6f264327b1502f1ca43570cf_118)] | | | [removed: [46](#i04335d018da94076b0acf21e81ac886b_67)] [added: [42](#i7132d51b6f264327b1502f1ca43570cf_118)] | | |

| [Business [removed: Combinations](#i04335d018da94076b0acf21e81ac886b_70)] [added: Combinations](#i7132d51b6f264327b1502f1ca43570cf_121)] | | | [removed: [46](#i04335d018da94076b0acf21e81ac886b_70)] [added: [43](#i7132d51b6f264327b1502f1ca43570cf_121)] | | |

| [Fiscal [removed: 202](#i04335d018da94076b0acf21e81ac886b_73)[4](#i04335d018da94076b0acf21e81ac886b_73) [Outlook](#i04335d018da94076b0acf21e81ac886b_73)] [added: 202](#i7132d51b6f264327b1502f1ca43570cf_124)[5](#i7132d51b6f264327b1502f1ca43570cf_124) [Outlook](#i7132d51b6f264327b1502f1ca43570cf_124)] | | | [removed: [46](#i04335d018da94076b0acf21e81ac886b_73)] [added: [43](#i7132d51b6f264327b1502f1ca43570cf_124)] | | |

| [Critical [removed: Accounting](#i04335d018da94076b0acf21e81ac886b_76) [Estimates](#i04335d018da94076b0acf21e81ac886b_76)] [added: Accounting Estimates](#i7132d51b6f264327b1502f1ca43570cf_127)] | | | [removed: [46](#i04335d018da94076b0acf21e81ac886b_76)] [added: [43](#i7132d51b6f264327b1502f1ca43570cf_127)] | | |

| [Financial Condition, Liquidity, and Capital [removed: Resources](#i04335d018da94076b0acf21e81ac886b_79)] [added: Resources](#i7132d51b6f264327b1502f1ca43570cf_130)] | | | [removed: [51](#i04335d018da94076b0acf21e81ac886b_79)] [added: [48](#i7132d51b6f264327b1502f1ca43570cf_130)] | | |

| [Related Party Balances and [removed: Transactions](#i04335d018da94076b0acf21e81ac886b_85)] [added: Transactions](#i7132d51b6f264327b1502f1ca43570cf_145)] | | | [removed: [57](#i04335d018da94076b0acf21e81ac886b_85)] [added: [53](#i7132d51b6f264327b1502f1ca43570cf_145)] | | |

| [New Accounting [removed: Pronouncements](#i04335d018da94076b0acf21e81ac886b_88)] [added: Pronouncements](#i7132d51b6f264327b1502f1ca43570cf_148)] | | | [removed: [57](#i04335d018da94076b0acf21e81ac886b_88)] [added: [53](#i7132d51b6f264327b1502f1ca43570cf_148)] | | |

Our Financial Review within this Annual Report generally discusses fiscal [removed: 2023] [added: 2024] and fiscal [removed: 2022] [added: 2023] results and year-over-year comparisons between fiscal [removed: 2023] [added: 2024] and fiscal [removed: 2022.][added: 2023.]

For a discussion of our year-over-year comparisons between fiscal [removed: 2022] [added: 2023] and fiscal [removed: 2021,] [added: 2022,] refer to Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Part II of our Annual Report on Form 10-K for the year ended March 31, [removed: 2022,] [added: 2023,] previously filed with the Securities and Exchange Commission on May 9, [removed: 2022.][added: 2023.]

| [Table of [removed: Contents](#i04335d018da94076b0acf21e81ac886b_7)] [added: Contents](#i7132d51b6f264327b1502f1ca43570cf_7)] | | | [MD&A [removed: Index](#i04335d018da94076b0acf21e81ac886b_43)] [added: Index](#i7132d51b6f264327b1502f1ca43570cf_94)] | | |

[removed: FINANCIAL REVIEW] [added: FINANCIAL REVIEW] (Continued)

We evaluate the performance of our operating segments on a number of measures, including revenues and operating profit [removed: (loss)] before interest expense and income taxes.

- U.S. Pharmaceutical is a reportable segment that distributes branded, generic, specialty, biosimilar, and over-the-counter pharmaceutical drugs and other healthcare-related [removed: products.][added: products in the United States (“U.S.”).]

In addition, the segment sells financial, operational, and clinical solutions to pharmacies (retail, hospital, alternate [removed: site)] [added: sites)] and provides consulting, outsourcing, technological, and other services.

- Prescription Technology Solutions is a reportable segment that combines automation and our ability to navigate the healthcare [removed: ecosystems] [added: ecosystem] to connect patients, pharmacies, providers, pharmacy benefit managers, health plans, and biopharma [removed: companies] to address patients’ medication access, affordability, and adherence challenges.

RxTS also offers prescription price transparency, benefit insight, dispensing support services, [added: as well as] third-party [removed: logistics,] [added: logistics] and wholesale distribution support across various therapeutic categories and temperature ranges to biopharma customers throughout the product lifecycle.

- Medical-Surgical Solutions is a reportable segment that provides medical-surgical supply distribution, logistics, and other services to healthcare [removed: providers in the United States (“U.S.”),] [added: providers,] including physician offices, surgery centers, nursing homes, hospital reference labs, and home health care agencies.

- International is a reportable segment that includes our operations in [removed: Europe] [added: Canada] and [removed: Canada,] [added: Europe,] bringing together non-U.S.-based drug distribution services, specialty pharmacy, retail, and infusion care services.

During fiscal 2023, we completed transactions to sell certain of our businesses in the European Union [removed: (“E.U.”)] [added: (“E.U. disposal group”),] and our retail and distribution businesses in the United Kingdom [removed: (“U.K.”), and during fiscal 2022, we completed the sale of our Austrian business.][added: (“U.K. disposal group”).]

Our remaining operations in Europe provide distribution and services to [removed: wholesale, institutional,] [added: wholesale] and retail customers in Norway where we own, partner, or franchise with retail pharmacies.

Our [added: Canadian] operations [removed: in Canada] deliver [removed: vital] medicines, [removed: supplies] [added: supplies,] and information technology solutions throughout Canada and includes Rexall Health [added: retail] pharmacies.

Refer to Financial Note 2, “Business Acquisitions and Divestitures,” to the consolidated financial statements included in this Annual Report for more information regarding these [removed: acquisition and] divestiture transactions.

The following summary provides highlights and key factors that impacted our business, operating results, financial condition, and liquidity for the year ended March 31, [removed: 2023:][added: 2024:]

- For the year ended March 31, [removed: 2023] [added: 2024] compared to the prior year, revenues increased by [removed: 5%,] [added: 12%,] gross profit [removed: decreased] [added: increased] by [removed: 6%,] [added: 4%,] total operating expenses [removed: decreased] [added: increased] by [removed: 28%,] [added: 12%,] and other income, net [removed: increased] [added: decreased] by [removed: 92%.][added: $365 million.]

Refer to the [removed: “Overview] [added: “*Overview] of Consolidated [removed: Results”] [added: Results*”] section below for an analysis of these changes;

- Diluted earnings per common share from continuing operations attributable to McKesson Corporation [removed: increased] [added: decreased] to [removed: $25.05] [added: $22.39] in fiscal [removed: 2023] [added: 2024] from [removed: $7.26 in the prior year, primarily driven by lower remeasurement charges of the U.K. and E.U. disposal groups recorded] [added: $25.05] in [removed: fiscal 2023 compared to] the prior [removed: year, and a lower share count due to the cumulative effect of share repurchases;][added: year;]

- [removed: In October 2022, we received] [added: a gain of] $126 million [added: in fiscal 2023] due to [added: the cash received for the] early termination of a tax receivable agreement (“TRA”) [added: entered into as part of the formation of the joint venture] with Change Healthcare Inc. (“Change”).

This [removed: amount] [added: gain] was recorded [removed: as a gain] within [removed: “Other income, net” in the Consolidated Statement of Operations within Corporate;][added: Corporate expenses, net; and]

- [removed: In July 2022, we exited one of our investments in equity securities for proceeds of $179 million and recognized] a gain of $142 million [removed: within “Other income, net”] in [added: fiscal 2023 related to] the [removed: Consolidated Statement] [added: exit] of [removed: Operations] [added: one of our investments in equity securities held] within our U.S. Pharmaceutical segment;

[removed: - On] [added: In December 2022, we retired our $400 million outstanding principal amount of 2.70% Notes and on] March 15, 2023, we retired our $360 million outstanding principal amount of 2.85% [removed: Notes due 2023 (the “2.85% Notes”)] [added: Notes, both] upon [removed: maturity.][added: maturity using cash on hand.]

- We returned [removed: $3.9] [added: $3.3] billion of cash to shareholders [added: during fiscal 2024] through [removed: $3.6] [added: $3.0] billion of common stock repurchases [removed: under accelerated share repurchase (“ASR”) programs and] [added: through] open market transactions and [removed: through $292] [added: $314] million of dividend [removed: payments during fiscal 2023.][added: payments.]

The total remaining authorization outstanding for repurchase of the Company’s common stock at March 31, [removed: 2023] [added: 2024] was [removed: $3.6] [added: $6.6] billion.

In July [removed: 2022,] [added: 2023,] we raised our quarterly dividend to [removed: $0.54] [added: $0.62] from [removed: $0.47] [added: $0.54] per [added: share of] common [removed: share; and][added: stock for dividends declared on or after such date by the Board.]

On August 16, 2022, the U.S. government enacted the Inflation Reduction Act of 2022 (the [removed: “IR Act”).][added: “IRA”).]

| [General](#i7132d51b6f264327b1502f1ca43570cf_97) | | | [31](#i7132d51b6f264327b1502f1ca43570cf_97) | | |

- For the year ended March 31, 2024, we recorded a provision for bad debts of $725 million related to the October 2023 bankruptcy of our customer Rite Aid Corporation (including certain of its subsidiaries, “Rite Aid”).

Refer to the Rite Aid Bankruptcy Proceedings section of “*Trends and Uncertainties*” below;

- We received $244 million for the year ended March 31, 2024 related to our share of antitrust legal settlements.

| [Table of Contents](#i7132d51b6f264327b1502f1ca43570cf_7) | | | [MD&A Index](#i7132d51b6f264327b1502f1ca43570cf_94) | | |

FINANCIAL REVIEW (Continued)

- For the year ended March 31, 2024, we recognized a discrete tax benefit of $157 million related to the release of a valuation allowance based on management’s reassessment of the amount of our deferred tax assets that are more likely than not to be realized;

- We recorded a charge of $149 million for the year ended March 31, 2024 related to our estimated liability for opioid-related claims as further described in the Opioid-Related Litigation and Claims section of “*Trends and Uncertainties*” below;

- For the year ended March 31, 2024, we also recognized a net discrete tax benefit of $104 million primarily related to the repatriation and sale of certain intellectual property between McKesson wholly-owned legal entities that are based in different tax jurisdictions;

*•*On June 15, 2023, we completed a public offering of 4.90% Notes due July 15, 2028 in a principal amount of $400 million and 5.10% Notes due July 15, 2033 in a principal amount of $600 million, for proceeds received, net of discounts and offering expenses, of $397 million and $592 million, respectively.

A portion of the net proceeds from these offerings was utilized to fund the repurchase of our 3.80% Notes due March 15, 2024 (the “2024 Notes”) discussed below, while the remaining net proceeds was available for general corporate purposes;

- On June 16, 2023, we completed a cash tender offer for any and all of the 2024 Notes with a principal amount of $918 million, which was made concurrently with the June 15, 2023 notes offering described above.

Using a portion of the net proceeds from the June 15, 2023 notes offering described above, we paid an aggregate consideration of $268 million to repurchase $271 million of principal amount of the 2024 Notes plus accrued and unpaid interest;

- Following the consummation of the cash tender offer discussed above, on June 16, 2023, we irrevocably deposited U.S. government obligations with the trustee under the indenture governing the 2024 Notes sufficient to fund the payment of accrued and unpaid interest of the remaining $647 million principal amount of the 2024 Notes as it became due, and of the principal amount of those 2024 Notes on their March 15, 2024 maturity date.

In July 2023, our Board of Directors (the “Board”) approved an increase of $6.0 billion in the authorization for repurchase of the Company’s common stock and raised our quarterly dividend to $0.62 from $0.54 per common share.

Rite Aid Bankruptcy Proceedings

In October 2023, our customer Rite Aid filed a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code.

As a result, we recorded a provision for bad debts totaling $725 million during the year ended March 31, 2024.

The provision for bad debts of $515 million recorded in the third quarter of fiscal 2024 related to uncollected trade accounts receivable from sales to Rite Aid in October 2023 prior to its bankruptcy petition filing.

During the second quarter of fiscal 2024, we recorded a provision for bad debts of $210 million, which represented the uncollected trade accounts receivable balance as of September 30, 2023 due from Rite Aid.

These charges were recorded within “Selling, distribution, general, and administrative expenses” in our Consolidated Statements of Operations and included within the U.S. Pharmaceutical segment.

We believe the reserves maintained and expenses recorded in fiscal 2024 for Rite Aid trade accounts receivable are appropriate and consistent with our accounting policy and assessment of the information currently available.

We evaluate our reserves periodically and as circumstances warrant which may result in changes to our reserves.

For additional disclosure of our policy regarding allowances for credit losses, refer to the “Critical Accounting Estimates” section included in this Financial Review.

| [Table of Contents](#i7132d51b6f264327b1502f1ca43570cf_7) | | | [MD&A Index](#i7132d51b6f264327b1502f1ca43570cf_94) | | |

FINANCIAL REVIEW (Continued)

We believe we have valid legal defenses in all opioid-related matters, including claims not covered by settlement agreements, and we intend to mount a vigorous defense.

Other than as to the claims described in Financial Note 17, we have not concluded a loss is probable in any of the matters; nor is any possible loss or range of loss reasonably estimable.

The Company and two other national distributors are engaged in ongoing settlement discussions with representatives of nationwide groups of acute care hospitals and certain third-party payors.

For the year ended March 31, 2024, we recorded a charge of $149 million within “Claims and litigation charges, net” in the Consolidated Statement of Operations to reflect our portion of a proposed settlement with a nationwide class of acute care hospitals, of which $75 million was recorded within Corporate expenses, net, and $74 million was recorded within U.S. Pharmaceutical.

The corresponding liability was included within “Other accrued liabilities” in the Consolidated Balance Sheet.

The mediator proposed settlement is subject to, among other things, agreement on final settlement terms, Board approval, court approval, and sufficient participation by hospitals.

With respect to the third party payors, we have been engaged in settlement discussions with representatives of a nationwide group of certain third-party payors.

Those negotiations include a proposal by the mediator for us to pay up to $114 million to resolve the claims of a nationwide class of certain third-party payors.

Because of the many uncertainties, including the need to negotiate non-financial settlement terms, we have not determined a liability is probable.

The claims of remaining U.S. non-governmental plaintiffs are not included in the charge we recorded.

During fiscal 2024, we made payments totaling $544 million associated with various settlement agreements for opioid-related claims of states, subdivisions, and Native American tribes.

We do not anticipate that this legislation will have a material impact on our consolidated financial statements or related disclosures; however, we continue to evaluate the impact of these legislative changes.

Refer to Financial Note 18, “Stockholders' Equity (Deficit),” to the accompanying consolidated financial statements included in this Annual Report for further details regarding excise taxes incurred on our share repurchases during fiscal 2024.

The U.S. federal government and World Health Organization suspended their respective public health emergencies in regards to the SARS-CoV-2 coronavirus (“COVID-19”) in May 2023.

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| [General](#i04335d018da94076b0acf21e81ac886b_46) | | | [30](#i04335d018da94076b0acf21e81ac886b_46) | | |

McKESSON CORPORATION

These divestitures are further described in the *“European Divestiture Activities”* section below.

Business Acquisitions and Divestitures

*Rx Savings Solutions, LLC*

On November 1, 2022, we completed the acquisition of 100% of the shares of Rx Savings Solutions, LLC (“RxSS”), a privately-owned company headquartered in Overland Park, Kansas, to further connect our biopharma and payer services to patients.

RxSS is a prescription price transparency and benefit insight company that offers affordability and adherence solutions to health plans and employers.

The purchase consideration included a payment of $600 million in cash made upon closing and a maximum of $275 million of contingent consideration based on RxSS’ operational and financial performance through calendar year 2025.

The payment made upon closing was funded from cash on hand, and we recorded a liability of $92 million as of the acquisition date representing the estimated fair value of the contingent consideration.

As of March 31, 2023, the current portion of $83 million is included within “Other accrued liabilities” and the long-term portion of $9 million is included within “Other non-current liabilities” in the Company’s Consolidated Balance Sheet.

The financial results of RxSS are included in our RxTS segment as of the acquisition date.

The transaction was accounted for as a business combination.

*SCRI Oncology, LLC*

On October 31, 2022, we completed a transaction with HCA to form SCRI Oncology, LLC (“SCRI Oncology”), an oncology research business, combining our U.S. Oncology Research (“USOR”) and HCA’s Sarah Cannon Research Institute (“SCRI”) based in Nashville, Tennessee, to advance cancer care and increase access to oncology clinical research.

Upon consummation of the transaction, we own a 51% controlling interest in the combined business, and the financial results are consolidated and reported within our U.S. Pharmaceutical segment as of the acquisition date.

Transaction consideration included the transfer of full ownership interest in USOR to the combined business and $173 million of cash paid to HCA, which was funded from cash on hand.

*European Divestiture Activities*

On October 31, 2022, we completed the previously announced transaction to sell certain of our businesses in the E.U. located in France, Italy, Ireland, Portugal, Belgium, and Slovenia, along with our German headquarters and wound-care business, part of a shared services center in Lithuania, and our ownership stake in a joint venture in the Netherlands (“E.U. disposal group”) to the PHOENIX Group.

As part of the transaction, we received cash proceeds of $892 million and divested net assets of $1.3 billion, including cash of $319 million, derecognized the carrying value of the noncontrolling interest held by minority shareholders of McKesson Europe AG (“McKesson Europe”) of $382 million, and released $153 million of net accumulated other comprehensive loss.

We recorded net gains of $66 million and net charges of $438 million for the years ended March 31, 2023 and 2022, respectively, in “Selling, distribution, general, and administrative expenses” in the Consolidated Statements of Operations to remeasure the assets and liabilities of our E.U. disposal group to fair value less costs to sell.

The fiscal 2022 charges also included impairments of certain internal-use software that will not be utilized in the future, prior to adjusting the E.U. disposal group as a whole, and net losses of $151 million related to the accumulated other comprehensive loss balances associated with our E.U. disposal group, driven by declines in the Euro.

On April 6, 2022, we completed the previously announced sale of our retail and distribution businesses in the U.K. (“U.K. disposal group”) to Aurelius Elephant Limited for a purchase price of £110 million (or, approximately $144 million), including certain adjustments.

As part of the transaction, we divested net assets of $615 million and released $731 million of accumulated other comprehensive loss.

During the year ended March 31, 2022, we recorded charges totaling $1.2 billion within “Selling, distribution, general, and administrative expenses” in our Consolidated Statement of Operations to remeasure the U.K. disposal group to fair value less costs to sell.

The remeasurement adjustment included a $734 million loss related to the accumulated other comprehensive loss balances associated with the U.K. disposal group, driven by declines in the British pound sterling.

On January 31, 2022, we completed the sale of our Austrian business to Quadrifolia Management GmbH in a management-led buyout for a purchase price of €244 million (or, approximately $276 million), including certain adjustments.

During the year ended March 31, 2022, we recognized a loss of $32 million related to this divestiture which was recorded within “Selling, distribution, general, and administrative expenses” in our Consolidated Statement of Operations.

As of March 31, 2023, we had no assets or liabilities related to these completed European divestiture activities that met the classification of held for sale in the Consolidated Balance Sheet.

Subsequent to the divestiture activities discussed above, the Company’s European operations primarily consist of its retail and distribution businesses in Norway.

- In fiscal 2023, we extended our pharmaceutical distribution partnership with CVS to June 2027;

- On November 1, 2022, we completed our acquisition of RxSS.

The purchase consideration included a payment of $600 million in cash made upon closing and a maximum of $275 million of contingent consideration, as discussed in further detail in the *“Business Acquisitions and Divestitures”* section above;

- On October 31, 2022, we completed a transaction with HCA to form SCRI Oncology.

The transaction consideration included the transfer of full ownership interest in USOR to the combined business and $173 million of cash paid to HCA as discussed in further detail in the *“Business Acquisitions and Divestitures”* section above;

- On October 31, 2022, we completed the sale of our E.U. disposal group and received cash proceeds of $892 million, as discussed in further detail in the *“Business Acquisitions and Divestitures”* section above;

- In October 2022, we received $129 million related to our share of an antitrust settlement.

- During the third quarter of fiscal 2023, we terminated our $500 million notional forward starting fixed interest rate swaps and recognized a gain on the termination of $97 million within “Other income, net” in the Consolidated Statement of Operations within Corporate;

These notes were repaid using cash on hand;

At March 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] we had [removed: $4.7] [added: $4.6] billion and [removed: $3.5] [added: $4.7] billion, respectively, in cash and cash equivalents.

At March 31, [added: 2024 and] 2023, we also had fixed-to-floating interest rate swaps with a total notional amount of $1.3 billion.

The effect of a hypothetical 50 basis points increase in the underlying interest rate on our cash and cash equivalents, net of short-term borrowings and fixed-to-floating interest rate swaps, would [removed: not] have resulted in a [removed: material] [added: favorable] impact [added: of $4 million and $7 million] to [added: our] earnings in fiscal [removed: 2023 or] [added: 2024 and] fiscal [removed: 2022.][added: 2023, respectively.]

*Foreign currency exchange rate risk:* We conduct our business worldwide in U.S. dollars and the functional currencies of our foreign subsidiaries, [removed: including] [added: primarily the] Canadian [removed: dollars, Euro, and British pounds sterling.][added: dollar.]

We are also exposed to foreign currency exchange rate risk related to our foreign currency-denominated [removed: notes and our foreign subsidiaries, including] [added: notes,] intercompany loans denominated in non-functional [removed: currencies.][added: currencies, and certain foreign subsidiaries, primarily the Euro, British pound sterling, and Canadian dollar.]

We have certain foreign currency exchange rate risk programs that utilize cross-currency swaps which are intended to reduce the income statement effects from fluctuations in foreign currency exchange rates and have been designated as [removed: cash flow hedges or] [added: net investment hedges,] fair value [added: hedges, or cash flow] hedges.

The Company and its subsidiaries are [removed: also] [added: periodically] exposed to balances denominated in currencies other than their functional currency.

At March 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the effect of a hypothetical adverse 10% change in the foreign currency exchange rates on underlying balances not reported in the functional currencies of the Company and these subsidiaries would not have resulted in a material impact to our earnings in fiscal [removed: 2023] [added: 2024] or fiscal [removed: 2022.][added: 2023.]

[removed: We] [added: In July 2021, we announced our intention to exit our businesses in Europe and] completed the divestitures of our Austrian business in [removed: January] [added: fiscal] 2022, [added: and] the U.K. disposal group [removed: in April 2022,] and the E.U. disposal group in [removed: October 2022.][added: fiscal 2023.]

| [Table of [removed: Contents](#i04335d018da94076b0acf21e81ac886b_7)] [added: Contents](#i7132d51b6f264327b1502f1ca43570cf_7)] | | | [Item 8 [removed: Index](#i04335d018da94076b0acf21e81ac886b_94)] [added: Index](#i7132d51b6f264327b1502f1ca43570cf_154)] | | |

In July 2021, we announced our intention to exit our businesses in Europe.

The selected hypothetical change in interest rates and foreign currency exchange rates described above does not reflect what could be considered the best or worst case scenarios.

| [Business [removed: Segments](#i04335d018da94076b0acf21e81ac886b_4947802326990)] [added: Segments](#i7132d51b6f264327b1502f1ca43570cf_19)] | | | [removed: [4](#i04335d018da94076b0acf21e81ac886b_4947802326990)] [added: [4](#i7132d51b6f264327b1502f1ca43570cf_19)] | | |

| [U.S. [removed: Pharmaceutical](#i04335d018da94076b0acf21e81ac886b_2189)] [added: Pharmaceutical](#i7132d51b6f264327b1502f1ca43570cf_22)] | | | [removed: [4](#i04335d018da94076b0acf21e81ac886b_2189)] [added: [4](#i7132d51b6f264327b1502f1ca43570cf_22)] | | |

| [Prescription Technology [removed: Solutions](#i04335d018da94076b0acf21e81ac886b_2207)] [added: Solutions](#i7132d51b6f264327b1502f1ca43570cf_25)] | | | [removed: [7](#i04335d018da94076b0acf21e81ac886b_2207)] [added: [7](#i7132d51b6f264327b1502f1ca43570cf_25)] | | |

| [Medical-Surgical [removed: Solutions](#i04335d018da94076b0acf21e81ac886b_2225)] [added: Solutions](#i7132d51b6f264327b1502f1ca43570cf_28)] | | | [removed: [7](#i04335d018da94076b0acf21e81ac886b_2225)] [added: [7](#i7132d51b6f264327b1502f1ca43570cf_28)] | | |

[removed: | [Restructuring,] [added: Investments, Restructuring,] Business Combinations, [removed: Investments,] and [removed: Divestitures](#i04335d018da94076b0acf21e81ac886b_4947802326975) | | | [8](#i04335d018da94076b0acf21e81ac886b_4947802326975) | | |][added: Divestitures]

| [Patents, Trademarks, Copyrights, and [removed: Licenses](#i04335d018da94076b0acf21e81ac886b_2051)] [added: Licenses](#i7132d51b6f264327b1502f1ca43570cf_40)] | | | [removed: [9](#i04335d018da94076b0acf21e81ac886b_2051)] [added: [8](#i7132d51b6f264327b1502f1ca43570cf_40)] | | |

| [Human [removed: Capital](#i04335d018da94076b0acf21e81ac886b_2068)] [added: Capital](#i7132d51b6f264327b1502f1ca43570cf_43)] | | | [removed: [9](#i04335d018da94076b0acf21e81ac886b_2068)] [added: [9](#i7132d51b6f264327b1502f1ca43570cf_43)] | | |

| [Government [removed: Regulation](#i04335d018da94076b0acf21e81ac886b_2085)] [added: Regulation](#i7132d51b6f264327b1502f1ca43570cf_46)] | | | [removed: [11](#i04335d018da94076b0acf21e81ac886b_2085)] [added: [10](#i7132d51b6f264327b1502f1ca43570cf_46)] | | |

| [Other Information about the [removed: Business](#i04335d018da94076b0acf21e81ac886b_2102)] [added: Business](#i7132d51b6f264327b1502f1ca43570cf_49)] | | | [removed: [13](#i04335d018da94076b0acf21e81ac886b_2102)] [added: [13](#i7132d51b6f264327b1502f1ca43570cf_49)] | | |

| [Forward-Looking [removed: Statements](#i04335d018da94076b0acf21e81ac886b_2119)] [added: Statements](#i7132d51b6f264327b1502f1ca43570cf_52)] | | | [removed: [14](#i04335d018da94076b0acf21e81ac886b_2119)] [added: [13](#i7132d51b6f264327b1502f1ca43570cf_52)] | | |

McKesson Corporation [removed: (“McKesson,”] [added: together with its subsidiaries (collectively,] the “Company,” [removed: or] [added: “McKesson,”] “we,” [added: “our,” or “us”] and other similar pronouns), which traces its business roots to 1833, is a diversified healthcare services leader dedicated to advancing health outcomes for patients everywhere.

Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of [removed: 1934, as amended] [added: 1934] (the “Exchange Act”), are available free of charge on the Company’s website (www.mckesson.com under the “Investors — Financials — SEC Filings” caption) as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission [removed: (“SEC” or the “Commission”).][added: (“SEC”).]

| [Table of [removed: Contents](#i04335d018da94076b0acf21e81ac886b_7)] [added: Contents](#i7132d51b6f264327b1502f1ca43570cf_7)] | | | [Item 1 [removed: Index](#i04335d018da94076b0acf21e81ac886b_13)] [added: Index](#i7132d51b6f264327b1502f1ca43570cf_13)] | | |

Our Prescription Technology Solutions segment helps solve medication access, affordability, and adherence challenges for patients by working across healthcare to connect patients, pharmacies, providers, pharmacy benefit managers, health plans, and [removed: biopharma companies.][added: biopharma.]

RxTS also offers prescription price transparency, benefit insight, dispensing support services, [added: as well as] third-party [removed: logistics,] [added: logistics] and wholesale distribution support designed to benefit stakeholders.

We offer more than [removed: 285,000] [added: 245,000] national brand medical-surgical products as well as McKesson’s own line of high-quality products through a network of distribution centers in the U.S.

Our International segment provides distribution and services to wholesale, institutional, and retail customers in [removed: Europe and] Canada [added: and Europe] where we own, partner, or franchise with retail pharmacies, and support better, safer patient care by delivering vital medicines, supplies, and information technology solutions.

This business provides solutions and services to pharmacies, hospitals, oncology and other specialty practices, pharmaceutical manufacturers, biopharma partners, physicians, [removed: payers,] [added: payors,] and patients throughout the U.S. We also source generic pharmaceutical drugs through our ClarusONE Sourcing Services LLP joint venture with Walmart Inc. (“ClarusONE”).

Our U.S. Pharmaceutical segment operates and serves customers through a network of [removed: 29] [added: 27] distribution centers in the U.S., including two strategic redistribution centers.

We continue to implement information systems to help achieve greater consistency and accuracy both internally and for our [removed: customers.][added: customers, as well as make investments to increase capacity and automation.]

- Health Mart® – A national network of approximately [removed: 4,700] [added: 4,500] independently-owned pharmacies and one of the industry’s most comprehensive pharmacy franchise programs.

Health Mart provides franchisees support for operational excellence, managed care contracting, marketing, [removed: a private label line of products,] merchandising solutions, and clinical programs to enhance patient care.

- Health Mart Atlas® – Comprehensive managed care [removed: and reconciliation assistance] services that help community pharmacies save time, access competitive reimbursement rates, and improve cash flow.

The U.S. Pharmaceutical segment also offers solutions which enable its customers to drive greater efficiencies in their [removed: day to day] [added: day-to-day] operations, effectively managing their inventories and complying with complex government regulations.

Additionally, [removed: to support] [added: McKesson has proudly supported] the U.S. efforts to fight the pandemic caused by the SARS-CoV-2 coronavirus [removed: (“COVID-19”), this segment has been] [added: (“COVID-19”) by] distributing certain COVID-19 vaccines since December 2020 at the direction of the U.S. government.

Our Prescription Technology Solutions segment works across healthcare to connect patients, pharmacies, providers, pharmacy benefit managers, health plans, and biopharma [removed: companies] to deliver medication [removed: access, affordability, and adherence] [added: access] solutions that support patients from first prescription fill to ongoing therapy, regardless of their insurance coverage.

RxTS has connections with most electronic health record systems, over 50,000 pharmacies, approximately [removed: 900,000] [added: 950,000] providers, most pharmacy benefit managers and health plans, and has supported over 650 biopharma brands representing most therapeutic areas.

Through its industry connections and ability to navigate the healthcare [removed: ecosystems,] [added: ecosystem,] RxTS offers innovative solutions created to benefit healthcare stakeholders.

In the past year, RxTS helped patients save more than [removed: $8] [added: $8.8] billion on brand and specialty medications, helped to prevent an estimated [removed: 9.9] [added: 10.7] million prescriptions from being abandoned due to affordability challenges, and helped patients access their medicine more than [removed: 78] [added: 94] million times.

Our more than [removed: 275,000] [added: 285,000] customers include physician offices, surgery centers, post-acute care facilities, hospital reference labs, and home health agencies.

Through a network of distribution centers in the U.S., we offer more than [removed: 285,000] [added: 245,000] products from national brand manufacturers and McKesson’s own brand of high-quality products.

Our International segment provides distribution and services to wholesale, institutional, and retail customers in [removed: Europe and] Canada [added: and Europe] where we own, partner, or franchise with retail pharmacies.

[removed: In executing our strategy to exit Europe, we] [added: We] continue to evaluate suitable exit alternatives for our [removed: remaining] retail and distribution businesses in Norway.

Refer to Financial Note 2, “Business Acquisitions and Divestitures,” to the consolidated financial statements included in this Annual Report for additional information on our European [removed: divestiture activities.][added: divestitures.]

Additionally, McKesson Canada provides comprehensive specialty health services to [removed: Canadians,] [added: Canadians and provides biopharma services to manufacturers,] including a national network of specialty pharmacies, personalized patient care and support programs, and INVIVA, Canada’s first and largest accredited network of private infusion clinics.

[removed: Restructuring,] [added: | [Investments, Restructuring,] Business Combinations, [removed: Investments,] and [removed: Divestitures][added: Divestitures](#i7132d51b6f264327b1502f1ca43570cf_34) | | | [8](#i7132d51b6f264327b1502f1ca43570cf_34) | | |]

We have undertaken additional strategic initiatives in recent years designed to increase operational efficiencies, focus on our core healthcare businesses, execute [removed: on] our business strategy, and enhance our competitive position.

We operate in highly competitive environments in North America and [removed: Europe.][added: Norway.]

We consider our largest competitors in distribution, wholesaling, and logistics to be [removed: AmerisourceBergen Corporation] [added: Cencora, Inc.] and Cardinal Health, Inc. Our retail businesses, which primarily operate in our International segment, face competition from various global, national, regional, and local retailers, including chain and independent pharmacies.

In all areas, key competitive factors include price, quality of service, breadth of product lines, [removed: innovation] [added: innovation, adoption of new and evolving technologies,] and, in some cases, convenience to the customer.

| [General](#i7132d51b6f264327b1502f1ca43570cf_16) | | | [3](#i7132d51b6f264327b1502f1ca43570cf_16) | | |

| [International](#i7132d51b6f264327b1502f1ca43570cf_31) | | | [7](#i7132d51b6f264327b1502f1ca43570cf_31) | | |

| [Competition](#i7132d51b6f264327b1502f1ca43570cf_37) | | | [8](#i7132d51b6f264327b1502f1ca43570cf_37) | | |

| [Table of Contents](#i7132d51b6f264327b1502f1ca43570cf_7) | | | [Item 1 Index](#i7132d51b6f264327b1502f1ca43570cf_13) | | |

- McKesson Provider Pay® – Provider Pay is an automated reconciliation and payment management solution designed to maximize third-party cash flow and pursue unpaid claims.

| [Table of Contents](#i7132d51b6f264327b1502f1ca43570cf_7) | | | [Item 1 Index](#i7132d51b6f264327b1502f1ca43570cf_13) | | |

This program concluded in the second quarter of fiscal 2024, at which point we began transitioning the distribution of COVID-19 vaccines commercially through our customer pharmaceutical distribution channels.

SCRI Oncology, LLC, an oncology research business in which we own a 51% controlling interest, is one of the nation’s largest research networks and specializes in enhancing clinical trial access and availability across the country.

| [Table of Contents](#i7132d51b6f264327b1502f1ca43570cf_7) | | | [Item 1 Index](#i7132d51b6f264327b1502f1ca43570cf_13) | | |

| [Table of Contents](#i7132d51b6f264327b1502f1ca43570cf_7) | | | [Item 1 Index](#i7132d51b6f264327b1502f1ca43570cf_13) | | |

We divested the majority of our European businesses during fiscal 2022 and fiscal 2023.

Our remaining operations in Europe provide distribution and services to wholesale and retail customers in Norway where we own, partner, or franchise with retail pharmacies.

We invest in new and existing distribution centers to increase scale and capacity, improve efficiency through automation and technology, and enhance regulatory compliance capabilities.

Additionally, we invest in data and analytics to support our growth priorities, including artificial intelligence (“AI”).

We are in the early stages of exploring potential AI capabilities and related data and analytics across our enterprise to improve productivity and efficiency, as well as enhance our products and services to better support patients, employees, and customers.

| [Table of Contents](#i7132d51b6f264327b1502f1ca43570cf_7) | | | [Item 1 Index](#i7132d51b6f264327b1502f1ca43570cf_13) | | |

*Inclusion and Belonging:* As a company, we believe building a more inclusive future is everyone’s responsibility.

We build successful teams by fostering a culture of inclusion and belonging and ensuring we attract and retain the best talent at all levels of our organization.

Our ERGs focus on helping employees make authentic connections, share and affirm their identities and perspectives, showcase leadership skills and find ways to nurture and support belonging and empowerment.

| [Table of Contents](#i7132d51b6f264327b1502f1ca43570cf_7) | | | [Item 1 Index](#i7132d51b6f264327b1502f1ca43570cf_13) | | |

*Culture and Leadership*: One of McKesson’s defining characteristics is our strong culture.

Every day, we bring our employee value proposition to life by taking pride in fostering a sense of belonging, finding meaning in our work, and caring for each other, our customers, and all those who depend on us.

More than two decades ago, our leadership team created a foundational set of values grounded in the belief that the way we do business is just as important as the business itself.

Today, our I2CARE values (Integrity, Inclusion, Customer-First, Accountability, Respect, Excellence) and ILEAD leadership behaviors (Inspire, Leverage, Execute, Advance, Develop) continue to stand the test of time and remain at the core of our daily actions – from how we interact with each other and our customers, to how we make decisions, both big and small.

As we work to shape the future of health and embrace the ongoing evolution of our company, we will continue to utilize our strengths to drive lasting change while remaining deeply rooted in our purpose of Advancing Health Outcomes for All®.

*Investment in Employees:* As an industry leader, we are committed to investing in our people, so that they, in turn, can focus on making better health possible for people everywhere.

| [Table of Contents](#i7132d51b6f264327b1502f1ca43570cf_7) | | | [Item 1 Index](#i7132d51b6f264327b1502f1ca43570cf_13) | | |

*FDA Regulation and Supply Chain Integrity:* In the U.S., the FDA is the principal federal authority that regulates the safety, efficacy, quality, testing, premarket approval, manufacture, labeling, storage, distribution, and post-market surveillance of healthcare products, such as drugs and medical devices, foods, and cosmetics.

| [Table of Contents](#i7132d51b6f264327b1502f1ca43570cf_7) | | | [Item 1 Index](#i7132d51b6f264327b1502f1ca43570cf_13) | | |

In August 2023, the FDA established a one-year stabilization period to certain DSCSA requirements that allows trading partners to implement, troubleshoot, and mature their electronic interoperable systems until the stabilization period ends on November 27, 2024.

The FDA has also issued a proposed rule that would establish national standards for the licensure of wholesale drug distributors and third-party logistic providers and other requirements applicable to these entities.

Regulations and guidance targeting critical infrastructure entities, including McKesson, continue to be a focus of regulators.

The introduction of new technologies, such as AI, may result in additional regulation.

Methodologies for reporting climate-related information may change and previously reported information may be retroactively adjusted, if required.

| [Table of Contents](#i7132d51b6f264327b1502f1ca43570cf_7) | | | [Item 1 Index](#i7132d51b6f264327b1502f1ca43570cf_13) | | |

| [Table of Contents](#i7132d51b6f264327b1502f1ca43570cf_7) | | | [Item 1 Index](#i7132d51b6f264327b1502f1ca43570cf_13) | | |

Available Information

We routinely post on our company website, and via our social media channels, information that may be material to investors, including details and updates to information disclosed elsewhere, which may include business developments, earnings and financial performance, sustainability matters, and materials for presentations to investors and financial analysts.

Investors are encouraged to monitor our website www.mckesson.com.

Interested parties can sign up on our website, including our Investor Relations site, to receive automated e-mail alerts, such as via RSS newsfeed, when we post certain information.

| [General](#i04335d018da94076b0acf21e81ac886b_4947802327005) | | | [3](#i04335d018da94076b0acf21e81ac886b_4947802327005) | | |

| [International](#i04335d018da94076b0acf21e81ac886b_2243) | | | [7](#i04335d018da94076b0acf21e81ac886b_2243) | | |

| [Competition](#i04335d018da94076b0acf21e81ac886b_4947802327026) | | | [8](#i04335d018da94076b0acf21e81ac886b_4947802327026) | | |

In October 2022, McKesson completed a transaction with HCA Healthcare, Inc. (“HCA”) to form an oncology research business, combining McKesson’s U.S. Oncology Research (“USOR”) and HCA’s Sarah Cannon Research Institute (“SCRI”), which is one of the world’s leading oncology research organizations, to enhance clinical trial access and availability across the country.

Additionally, under contracts with the U.S. Department of Health and Human Services (“HHS”) and Pfizer, Inc., McKesson’s Medical-Surgical business leverages its expertise to manage the assembly, storage, and distribution of supply kits needed to administer COVID-19 vaccines, as well as some of the sourcing of those supplies.

The kits are produced and distributed at the direction of HHS to support the administration of all COVID-19 vaccines approved in the U.S.

On January 31, 2022, we completed the sale of our Austrian business to Quadrifolia Management GmbH.

On April 6, 2022, we completed the sale of our retail and distribution businesses in the United Kingdom (“U.K. disposal group”) to Aurelius Elephant Limited.

On October 31, 2022, we completed the sale of certain of our businesses in the European Union (“E.U.”) located in France, Italy, Ireland, Portugal, Belgium, and Slovenia, our German headquarters and wound-care business, part of a shared services center in Lithuania, and our ownership stake in a joint venture in the Netherlands (“E.U. disposal group”) to the PHOENIX Group.

Prior to the European divestiture activities described above, we operated through two businesses in Europe: Pharmaceutical Distribution and Retail Pharmacy.

Our European Pharmaceutical Distribution business delivered pharmaceutical and other healthcare-related products to pharmacies across Europe.

This business functioned as a vital link, using technology-enabled management systems at our regional wholesale branches to connect manufacturers to retail pharmacies, supplying medicines and other products sold in pharmacies.

Our European Retail Pharmacy business served patients and consumers in European countries directly through our own pharmacies and participant pharmacies operating under brand partnership arrangements.

This business provided customers with traditional prescription pharmaceuticals, non-prescription products, and medical services, as well as e-commerce operating under the Lloyds pharmacy branding in Belgium, Ireland, and Italy up until the sale of the E.U. disposal group.

In addition, we partnered with independent pharmacies under local banner programs.

We deliver programs that focus on improving employee health and wellness, creating opportunities for growth and development, and providing an inclusive workplace where our employees can reach their full potential.

Our headcount at March 31, 2023 decreased compared to the same prior year period due to the completed divestitures of the E.U. disposal group and U.K. disposal group during fiscal 2023.

Approximately 26,000 former employees were associated with these divestitures.

*Diversity, Equity, and Inclusion (“DEI”):* We are committed to making the principles of DEI integral to everything we do because we believe building a healthier future is everyone’s business.

We build successful teams by recruiting, developing, and retaining diverse talent and we recognize our culture of inclusion and belonging as an important element that drives long-term shareholder value.

ERGs can help employees make authentic connections, showcase leadership skills, and create a positive impact.

Our ERGs make our community even stronger by connecting people of all backgrounds and experiences and enabling them to feel that they are a part of something greater.

We hold regular town hall meetings where employees can ask questions of executives and make their voices heard.

*Culture and Leadership:* What sets McKesson apart as an exceptional place is our people.

Our employees understand that together, unified by our global I2CARE and ILEAD principles, we fulfill our mission of improving care in every setting.

Our I2CARE values (Integrity, Inclusion, Customer-First, Accountability, Respect, Excellence) are foundational to all that we do, and who we are as a company.

ILEAD (Inspire, Leverage, Execute, Advance, Develop) is our common definition of and shared commitment to leadership.

By embracing this commitment, we bring out the best in ourselves and position McKesson to continue to drive better health – for our company, our customers, and the patients they serve – for years to come.

We promote leadership behaviors through culture initiatives that offer practical tips on how to debate, decide, and commit, be open and candid, and maintain an enterprise-first mindset when navigating conversations affecting operations within and across our business segments.

These values and behaviors help make McKesson unique.

*Investment in Employees:* To support employee growth and development, we provide regular feedback and training, and work to create and maintain an inclusive environment where everyone can bring their authentic self to work and know they are appreciated, with their perspectives heard and considered.

Through training, we encourage leaders to embrace diverse perspectives and lead inclusively.

Employee development programs include training, coaching, and 360-degree assessments, which can support the careers of future leaders and their teams.

As part of our commitment to pay transparency, during fiscal 2023, we enhanced the insight and visibility of our employee compensation.

As broader U.S. labor markets continue to be challenging and evolving, we continue our dedication to recruiting and retaining qualified employees across the organization.

In fiscal 2022, we made investments in our talent acquisition team by adding recruiters, systems, and process improvements to strengthen our ability to attract employees and reduce the lead time to fill open positions as well as updating and enhancing the benefits, rewards, and experiences we offer to our employees, making McKesson a great place to work.

This is known as our “Employee Value Proposition” (“EVP”).

Our EVP reflects what makes McKesson unique and which is demonstrated through the care we show to our employees and communities, the meaning we find in our work, and the sense of belonging we build across the organization.

We continued to make investments in fiscal 2023 to retain our top talent, including providing long-term incentive awards for certain job markets and job classes.

During the first quarter of fiscal 2022, we approved changes to our real estate strategy to increase efficiencies and support flexibility for our employees, as discussed in Financial Note 3, “Restructuring, Impairment, and Related Charges, Net,” to the consolidated financial statements included in this Annual Report.

[Table of [removed: Contents](#i04335d018da94076b0acf21e81ac886b_7)][added: Contents](#i7132d51b6f264327b1502f1ca43570cf_7)]

For the fiscal year ended March 31, [removed: 2023][added: 2024]

[removed: ][added: ]

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, [removed: 2022,] [added: 2023,] was approximately [removed: $48.2] [added: $57.8] billion.

Number of shares of common stock outstanding on April [removed: 28, 2023: 135,602,262][added: 30, 2024: 129,985,514]

Portions of the registrant’s Proxy Statement for its calendar year [removed: 2023] [added: 2024] Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K.

| 1A. | | | [Risk [removed: Factors](#i04335d018da94076b0acf21e81ac886b_16)] [added: Factors](#i7132d51b6f264327b1502f1ca43570cf_55)] | | | [removed: [14](#i04335d018da94076b0acf21e81ac886b_16)] [added: [14](#i7132d51b6f264327b1502f1ca43570cf_55)] | | |

| 1B. | | | [Unresolved Staff [removed: Comments](#i04335d018da94076b0acf21e81ac886b_19)] [added: Comments](#i7132d51b6f264327b1502f1ca43570cf_70)] | | | [removed: [25](#i04335d018da94076b0acf21e81ac886b_19)] [added: [25](#i7132d51b6f264327b1502f1ca43570cf_70)] | | |

| 3. | | | [Legal [removed: Proceedings](#i04335d018da94076b0acf21e81ac886b_25)] [added: Proceedings](#i7132d51b6f264327b1502f1ca43570cf_76)] | | | [removed: [25](#i04335d018da94076b0acf21e81ac886b_25)] [added: [26](#i7132d51b6f264327b1502f1ca43570cf_76)] | | |

| 4. | | | [Mine Safety [removed: Disclosures](#i04335d018da94076b0acf21e81ac886b_28)] [added: Disclosures](#i7132d51b6f264327b1502f1ca43570cf_79)] | | | [removed: [25](#i04335d018da94076b0acf21e81ac886b_28)] [added: [26](#i7132d51b6f264327b1502f1ca43570cf_79)] | | |

| | | | [Information about our Executive [removed: Officers](#i04335d018da94076b0acf21e81ac886b_31)] [added: Officers](#i7132d51b6f264327b1502f1ca43570cf_82)] | | | [removed: [26](#i04335d018da94076b0acf21e81ac886b_31)] [added: [27](#i7132d51b6f264327b1502f1ca43570cf_82)] | | |

| 5. | | | [Market [removed: for](#i04335d018da94076b0acf21e81ac886b_37) [Registrant's] [added: for Registrant's] Common Equity, Related Stockholder Matters, [removed: and](#i04335d018da94076b0acf21e81ac886b_37) [Issuer] [added: and Issuer] Purchases of Equity [removed: Securities](#i04335d018da94076b0acf21e81ac886b_37)] [added: Securities](#i7132d51b6f264327b1502f1ca43570cf_88)] | | | [removed: [27](#i04335d018da94076b0acf21e81ac886b_37)] [added: [28](#i7132d51b6f264327b1502f1ca43570cf_88)] | | |

| 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i04335d018da94076b0acf21e81ac886b_43)] [added: Operations](#i7132d51b6f264327b1502f1ca43570cf_94)] | | | [removed: [30](#i04335d018da94076b0acf21e81ac886b_43)] [added: [31](#i7132d51b6f264327b1502f1ca43570cf_94)] | | |

| 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i04335d018da94076b0acf21e81ac886b_91)] [added: Risk](#i7132d51b6f264327b1502f1ca43570cf_151)] | | | [removed: [58](#i04335d018da94076b0acf21e81ac886b_91)] [added: [54](#i7132d51b6f264327b1502f1ca43570cf_151)] | | |

| 8. | | | [Financial Statements and Supplementary [removed: Data](#i04335d018da94076b0acf21e81ac886b_94)] [added: Data](#i7132d51b6f264327b1502f1ca43570cf_154)] | | | [removed: [59](#i04335d018da94076b0acf21e81ac886b_94)] [added: [55](#i7132d51b6f264327b1502f1ca43570cf_154)] | | |

| 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i04335d018da94076b0acf21e81ac886b_184)] [added: Disclosure](#i7132d51b6f264327b1502f1ca43570cf_265)] | | | [removed: [134](#i04335d018da94076b0acf21e81ac886b_184)] [added: [126](#i7132d51b6f264327b1502f1ca43570cf_265)] | | |

| 9A. | | | [Controls and [removed: Procedures](#i04335d018da94076b0acf21e81ac886b_187)] [added: Procedures](#i7132d51b6f264327b1502f1ca43570cf_268)] | | | [removed: [134](#i04335d018da94076b0acf21e81ac886b_187)] [added: [126](#i7132d51b6f264327b1502f1ca43570cf_268)] | | |

| 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i04335d018da94076b0acf21e81ac886b_193)] [added: Inspections](#i7132d51b6f264327b1502f1ca43570cf_274)] | | | [removed: [134](#i04335d018da94076b0acf21e81ac886b_193)] [added: [126](#i7132d51b6f264327b1502f1ca43570cf_274)] | | |

| 10. | | | [Directors, Executive Officers, and Corporate [removed: Governance](#i04335d018da94076b0acf21e81ac886b_199)] [added: Governance](#i7132d51b6f264327b1502f1ca43570cf_280)] | | | [removed: [134](#i04335d018da94076b0acf21e81ac886b_199)] [added: [126](#i7132d51b6f264327b1502f1ca43570cf_280)] | | |

| 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i04335d018da94076b0acf21e81ac886b_205)] [added: Matters](#i7132d51b6f264327b1502f1ca43570cf_286)] | | | [removed: [135](#i04335d018da94076b0acf21e81ac886b_205)] [added: [127](#i7132d51b6f264327b1502f1ca43570cf_286)] | | |

| 13. | | | [Certain Relationships and Related [removed: Transactions](#i04335d018da94076b0acf21e81ac886b_208)[,](#i04335d018da94076b0acf21e81ac886b_208) [and] [added: Transactions, and] Director [removed: Independence](#i04335d018da94076b0acf21e81ac886b_208)] [added: Independence](#i7132d51b6f264327b1502f1ca43570cf_289)] | | | [removed: [137](#i04335d018da94076b0acf21e81ac886b_208)] [added: [128](#i7132d51b6f264327b1502f1ca43570cf_289)] | | |

| 15. | | | [Exhibits and Financial Statement [removed: Schedule](#i04335d018da94076b0acf21e81ac886b_217)] [added: Schedule](#i7132d51b6f264327b1502f1ca43570cf_298)] | | | [removed: [138](#i04335d018da94076b0acf21e81ac886b_217)] [added: [129](#i7132d51b6f264327b1502f1ca43570cf_298)] | | |

| [Table of [removed: Contents](#i04335d018da94076b0acf21e81ac886b_7)] [added: Contents](#i7132d51b6f264327b1502f1ca43570cf_7)] | | | [Item 1 [removed: Index](#i04335d018da94076b0acf21e81ac886b_13)] [added: Index](#i7132d51b6f264327b1502f1ca43570cf_13)] | | |

[Table of Contents](#i7132d51b6f264327b1502f1ca43570cf_7)

| | | | [PART I](#i7132d51b6f264327b1502f1ca43570cf_10) | | | | | |

| 1. | | | [Business](#i7132d51b6f264327b1502f1ca43570cf_13) | | | [3](#i7132d51b6f264327b1502f1ca43570cf_13) | | |

| 1C. | | | [Cybersecurity](#i7132d51b6f264327b1502f1ca43570cf_2493) | | | [25](#i7132d51b6f264327b1502f1ca43570cf_2493) | | |

| 2. | | | [Properties](#i7132d51b6f264327b1502f1ca43570cf_73) | | | [26](#i7132d51b6f264327b1502f1ca43570cf_73) | | |

| | | | [PART II](#i7132d51b6f264327b1502f1ca43570cf_85) | | | | | |

| 6. | | | [Reserved](#i7132d51b6f264327b1502f1ca43570cf_91) | | | [30](#i7132d51b6f264327b1502f1ca43570cf_91) | | |

| 9B. | | | [Other Information](#i7132d51b6f264327b1502f1ca43570cf_271) | | | [126](#i7132d51b6f264327b1502f1ca43570cf_271) | | |

| | | | [PART III](#i7132d51b6f264327b1502f1ca43570cf_277) | | | | | |

| 11. | | | [Executive Compensation](#i7132d51b6f264327b1502f1ca43570cf_283) | | | [127](#i7132d51b6f264327b1502f1ca43570cf_283) | | |

| 14. | | | [Principal Accountant Fees and Services](#i7132d51b6f264327b1502f1ca43570cf_292) | | | [128](#i7132d51b6f264327b1502f1ca43570cf_292) | | |

| | | | [PART IV](#i7132d51b6f264327b1502f1ca43570cf_295) | | | | | |

| 16. | | | [Form 10-K Summary](#i7132d51b6f264327b1502f1ca43570cf_307) | | | [135](#i7132d51b6f264327b1502f1ca43570cf_307) | | |

| | | | | | | | | |

| | | | [Signatures](#i7132d51b6f264327b1502f1ca43570cf_310) | | | [136](#i7132d51b6f264327b1502f1ca43570cf_310) | | |

| | | | [PART I](#i04335d018da94076b0acf21e81ac886b_10) | | | | | |

| 1. | | | [Business](#i04335d018da94076b0acf21e81ac886b_13) | | | [3](#i04335d018da94076b0acf21e81ac886b_13) | | |

| 2. | | | [Properties](#i04335d018da94076b0acf21e81ac886b_22) | | | [25](#i04335d018da94076b0acf21e81ac886b_22) | | |

| | | | [PART II](#i04335d018da94076b0acf21e81ac886b_34) | | | | | |

| 6. | | | [Reserved](#i04335d018da94076b0acf21e81ac886b_40) | | | [29](#i04335d018da94076b0acf21e81ac886b_40) | | |

| 9B. | | | [Other Information](#i04335d018da94076b0acf21e81ac886b_190) | | | [134](#i04335d018da94076b0acf21e81ac886b_190) | | |

| | | | [PART III](#i04335d018da94076b0acf21e81ac886b_196) | | | | | |

| 11. | | | [Executive Compensation](#i04335d018da94076b0acf21e81ac886b_202) | | | [135](#i04335d018da94076b0acf21e81ac886b_202) | | |

| 14. | | | [Principal Account](#i04335d018da94076b0acf21e81ac886b_211)[ant](#i04335d018da94076b0acf21e81ac886b_211) [Fees and Services](#i04335d018da94076b0acf21e81ac886b_211) | | | [137](#i04335d018da94076b0acf21e81ac886b_211) | | |

| | | | [PART IV](#i04335d018da94076b0acf21e81ac886b_214) | | | | | |

| 16. | | | [Form 10-K Summary](#i04335d018da94076b0acf21e81ac886b_226) | | | [143](#i04335d018da94076b0acf21e81ac886b_226) | | |

| | | | [Signatures](#i04335d018da94076b0acf21e81ac886b_229) | | | [144](#i04335d018da94076b0acf21e81ac886b_229) | | |

Risk Management and Security

As a diversified healthcare services leader that is dedicated to advancing health outcomes for patients everywhere, cybersecurity risk management is integral to our enterprise risk management strategy.

Our management, with involvement and input from external consultants and oversight from our Board of Directors (“Board”), performs an annual enterprise-wide risk assessment (“ERA”) to identify key existing and emerging risks.

One of the principal risks identified and assessed through this process is cybersecurity, which remains a key focus for the Company, management, and our Board.

Our Cybersecurity Incident Response Plan (“Response Plan”) provides a framework for responding to cybersecurity incidents.

The Response Plan governs activities such as preparation, detection, coordination, eradication, recovery, and appropriate escalations to the Company’s senior management, disclosure committee, Board, and relevant Board committees.

The Response Plan is routinely reviewed and updated as appropriate under the leadership of our Chief Information Security Officer (CISO).

Enterprise-wide cybersecurity and privacy training continue to serve an important role in risk reduction and protection of the Company and our stakeholders.

We require periodic access-based and role-based privacy and cybersecurity training, which is updated to reflect changes in the threat environment, assessment or audit findings, laws, and regulations.

We also engage and educate employees through cybersecurity and privacy awareness programs and communication campaigns.

We also engage internal and external assessors, consultants, auditors, and other third parties, to identify opportunities for improvements to our cybersecurity program.

We manage cybersecurity risks associated with third parties, including vendors, service providers, and external users of our systems.

This includes conducting due diligence on the third parties we use, as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems, and by using contracts to reinforce their cybersecurity obligations.

| | | |

| --- | --- | --- |

| [Table of Contents](#i7132d51b6f264327b1502f1ca43570cf_7) | | |

McKESSON CORPORATION

We develop and maintain systems and operate programs that seek to mitigate the impact of cybersecurity incidents.

In the face of sophisticated and rapidly evolving attempts to overcome our security measures, we must continually monitor and update these systems and programs.

Both intentional and unintentional occurrences have caused, and could cause in the future, a variety of adverse business impacts to our information systems and data.

See “Risk Factors” in Item 1A of Part I above for additional information on risks related to our business, including for example, risks related to privacy and data protection, cybersecurity incidents, third-party relationships, and continuity of our information systems and networks, operational technology, and technology products or services.

Governance

Our joint Chief Information Officer and Chief Technology Officer (CIO/CTO) leads management’s assessment and management of cybersecurity risk with the assistance of the Company’s CISO who reports to the CIO/CTO.

The CIO/CTO reports to our CFO, is a member of the Executive Operating Team, and provides updates to that group about cybersecurity matters.

Our CIO/CTO has more than 28 years of experience managing technology and risks and advising on cybersecurity issues and our CISO has more than 20 years of relevant experience, is a Certified Information System Security Professional (CISSP), and a Certified Information Systems Auditor (CISA).

Cybersecurity is among the risks identified by our ERA for Board-level oversight.

The Audit Committee of the Board has oversight of information technology controls related to financial reporting, while the Compliance Committee of the Board has oversight of technology\-related risk, including privacy and cybersecurity.

The Audit Committee and Compliance Committee meet jointly at least annually to review cybersecurity risks and programs, and they are updated as needed on cybersecurity threats, incidents, or new developments in our cybersecurity risk profile.

The chairs of the Audit Committee and Compliance Committee provide updates to the Board after each committee meeting.

The CIO/CTO and CISO provide regular updates to the Board, Audit Committee, or Compliance Committee about material risks from cybersecurity threats.

The CIO/CTO or CISO also provide regular updates to the Board, Audit Committee or Compliance Committee about cybersecurity trends and regulatory updates, data governance and usage, technology infrastructure, our training and compliance efforts, and implications for our business strategy.

External consultants also periodically update the Board on cybersecurity trends and developments.

In addition to the information provided in these meetings, members of our Board have access to continuing education, which includes topics relating to cybersecurity risks.

Because of the nature of our principal businesses, our plant, warehousing, retail pharmacies, offices, and other facilities [added: for all of our reportable segments] are operated in widely dispersed locations, primarily throughout North America.

[removed: As of March 31, 2023, the majority of our properties in Europe were divested and our remaining business operations reside in Norway, as discussed in more detail in] [added: Refer to] Financial Note 2, “Business Acquisitions and Divestitures,” to the consolidated financial statements included in this Annual [removed: Report.][added: Report for more details on our European divestitures.]

The majority of our properties in Europe within our International segment were divested in fiscal 2022 and fiscal 2023, and our remaining European business operations reside in Norway.

In July 2021, we announced our intention to exit our businesses in Europe.

During the first quarter of fiscal 2022, we approved an initiative to increase operational efficiencies and flexibility by transitioning to a partial remote work model for certain employees.

This initiative primarily included the rationalization of our office space in North America.

Where we ceased using office space, we exited the portion of the facility no longer used.

We also retained and repurposed certain other office locations.

This initiative was substantially completed in fiscal 2022.

Refer to Financial Note 3, “Restructuring, Impairment, and Related Charges, Net,” to the consolidated financial statements included in this Annual Report for further details.

| [Table of [removed: Contents](#i04335d018da94076b0acf21e81ac886b_7)] [added: Contents](#i7132d51b6f264327b1502f1ca43570cf_7)] | | |

The term of office of each executive officer expires at the first meeting of the Board [removed: of Directors (the “Board”)] following the annual meeting of shareholders, or until their successors are elected and have qualified, or until death, resignation, or removal, whichever is sooner.

| Brian S. Tyler | | | | | | [removed: 56] [added: 57] | | | | | | Chief Executive Officer and a director since April 2019; President and Chief Operating Officer from August 2018 to March 2019; Chairman of the Management Board of McKesson Europe AG from 2017 to 2018; President and Chief Operating Officer, McKesson Europe from 2016 to 2017; President of North America Distribution and Services from 2015 to 2016; and Executive Vice President, Corporate Strategy and Business Development from 2012 to 2015. [removed: Service with the Company - 26 years.] | | |

| Britt J. Vitalone | | | | | | [removed: 54] [added: 55] | | | | | | Executive Vice President and Chief Financial Officer since January 2018; Senior Vice President and Chief Financial Officer, U.S. Pharmaceutical from July 2014 to December 2017; Senior Vice President and Chief Financial Officer, U.S. Pharmaceutical and Specialty Health from October 2017 to December 2017; Senior Vice President of Corporate Finance and M&A Finance from March 2012 to June 2014. [removed: Service with the Company - 17 years.] | | |

| LeAnn B. Smith | | | | | | [removed: 48] [added: 49] | | | | | | Executive Vice President and Chief Human Resources Officer since December 2022. Previously, Senior Vice President, Talent Management and Development from 2021 to 2022. Chief People Leader, Global Corporate Functions for Walmart Inc. [added: (retail)] from 2018 to 2021. [removed: Service with the Company - 2 years.] | | |

| Thomas L. Rodgers | | | | | | [removed: 52] [added: 53] | | | | | | Executive Vice President, Chief Strategy and Business Development Officer since June 2020. Previously, Senior Vice President and Managing Director of McKesson Ventures from 2014 to 2020. [removed: Service with the Company - 9 years.] | | |

| Michele Lau | | | | | | 48 | | | | | | Executive Vice President and Chief Legal Officer since January 2024. Chief Legal Officer and Corporate Secretary, GoDaddy (technology services) from July 2021 to November 2023. Senior Vice President, Corporate Secretary and Associate General Counsel at McKesson from March 2018 to June 2021 and various other legal roles at McKesson from 2008 to 2018. | | |

| [Table of Contents](#i7132d51b6f264327b1502f1ca43570cf_7) | | |

| | | | | | | | | | | | | | | |

| Nancy Avila | | | | | | 56 | | | | | | Executive Vice President, Chief Information Officer and Chief Technology Officer since January 2020. Chief Information Officer, Johnson Controls from 2018 to July 2019. Corporate Officer and Vice President of Business and Technology Services, Abbott Laboratories from 1996 to 2018. Service with the Company - 3 years. | | |

| Lori A. Schechter | | | | | | 61 | | | | | | Executive Vice President, Chief Legal Officer and General Counsel since June 2014. Associate General Counsel from January 2012 to June 2014. Litigation Partner, Morrison & Foerster LLP from 1995 to December 2011. Service with the Company - 11 years. | | |

*Holders:* At March 31, [removed: 2023,] [added: 2024,] there were [removed: 4,425] [added: 4,160] holders of record of our common stock.

*Dividends:* In July [removed: 2022,] [added: 2023,] our quarterly dividend was raised from [removed: $0.47 to] $0.54 [added: to $0.62] per [removed: common] share [added: of common stock] for dividends declared on or after such date by the Board.

We declared regular cash dividends of [added: $2.40,] $2.09, [removed: $1.83,] and [removed: $1.67] [added: $1.83] per share for the years ended March 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021,] [added: 2022,] respectively.

However, the payment and amount of future dividends remain within the discretion of the Board and will depend upon our future earnings, financial condition, capital requirements, [added: legal requirements,] and other factors.

*Share Repurchase Plans:* The Board has authorized the repurchase of [removed: McKesson’s] common stock.

[removed: Stock repurchases] [added: We] may [removed: be made] [added: affect stock repurchases] from time-to-time [removed: in] [added: through] open market transactions, privately negotiated transactions, [removed: through] accelerated share repurchase (“ASR”) programs, or by combinations of such methods, any of which may use pre-arranged trading plans that are designed to meet the requirements of Rule 10b5-1(c) of the [removed: Securities] Exchange [removed: Act of 1934, as amended.][added: Act.]

The timing of any repurchases and the actual number of shares repurchased will depend on a variety of factors, including [removed: the Company’s] [added: our] stock price, corporate and regulatory requirements, tax implications, restrictions under [removed: the Company’s] [added: our] debt obligations, [removed: and] other [added: uses for capital, impacts on the value of remaining shares, cash generated from operations, and] market and economic conditions.

| [Table of [removed: Contents](#i04335d018da94076b0acf21e81ac886b_7)] [added: Contents](#i7132d51b6f264327b1502f1ca43570cf_7)] | | |

The following table provides information on our share repurchases [removed: for] [added: during] the [removed: last three] [added: fourth quarter of] fiscal [removed: years:][added: 2024:]

| *(In millions, except price per share)* | | | [removed: | | |] Total Number [removed: of Shares] [added: of Shares] Purchased [removed: (2)] | | | | | | Average Price Paid [removed: Per] [added: per] Share [added: (2)] | | | | | | [added: Total Number of Shares Purchased as Part of Publicly Announced Programs (3) | | | | | |] Approximate Dollar Value of Shares that May Yet Be Purchased Under the [removed: Programs] [added: Programs(2)] | | |

[removed: ][added: ]

| | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | |

* Assumes $100 invested in McKesson Common Stock and in each index on March 31, [removed: 2018] [added: 2019] and that all dividends are reinvested.

Effective January 1, 2023, our repurchase of common stock, adjusted for allowable items, are subject to a 1% excise tax as a result of the IRA.

Excise taxes incurred on share repurchases of an entity’s own common stock are direct and incremental costs to purchase treasury stock, and accordingly are included in the total cost basis of the common stock acquired and reflected as a reduction of stockholders’ equity within “Treasury shares” in our Consolidated Balance Sheets and Consolidated Statements of Stockholders’ Equity (Deficit).

Excise taxes do not reduce our remaining authorization for the repurchase of common stock.

Excise taxes of $25 million were incurred for the year ended March 31, 2024 and accrued within “Other accrued liabilities” in the Company’s Consolidated Balance Sheet for shares repurchased during fiscal 2024.

We did not incur excise taxes during the year ended March 31, 2023.

Refer to Financial Note 18, “Stockholders' Equity (Deficit),” to the accompanying consolidated financial statements included in this Annual Report on Form 10-K for a full discussion of the Company’s share repurchases for the years ended March 31, 2024, 2023, and 2022.

| January 1, 2024 - January 31, 2024 | | | 0.5 | | | | | | $ | 479.20 | | | | | 0.5 | | | | | | $ | 7,029 | |

| February 1, 2024 - February 29, 2024 | | | 0.4 | | | | | | 509.62 | | | | | | 0.4 | | | | | | 6,813 | | |

| March 1, 2024 - March 31, 2024 | | | 0.4 | | | | | | 527.35 | | | | | | 0.4 | | | | | | 6,615 | | |

| Total | | | 1.3 | | | | | | | | | | | | 1.3 | | | | | | | | |

(2)The average price paid per share excludes $5 million of excise taxes incurred on share repurchases for the three months ended March 31, 2024.

The remaining authorization outstanding for repurchases of common stock excludes $25 million of excise taxes incurred on share repurchases for the year ended March 31, 2024.

(3)In July 2022 and July 2023, the Board authorized the Company to repurchase up to an additional $4.0 billion and $6.0 billion shares of common stock, respectively, both of which have no expiration date.

| [Table of Contents](#i7132d51b6f264327b1502f1ca43570cf_7) | | |

| McKesson Corporation | | | $ | 100.00 | | | | | $ | 116.91 | | | | | $ | 170.30 | | | | | $ | 269.53 | | | | | $ | 315.32 | | | | | $ | 478.02 | |

| S&P 500 Index | | | $ | 100.00 | | | | | $ | 93.02 | | | | | $ | 145.44 | | | | | $ | 168.20 | | | | | $ | 155.20 | | | | | $ | 201.57 | |

| S&P 500 Health Care Index | | | $ | 100.00 | | | | | $ | 98.99 | | | | | $ | 132.68 | | | | | $ | 158.01 | | | | | $ | 152.17 | | | | | $ | 176.66 | |

The ASR programs discussed below were designed to comply with Rule 10b5-1(c).

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Share Repurchases (1) | | | | | | | | | | | | | | | | | |

| Balance, March 31, 2020 | | | | | | | | | | | | | | | | | | $ | 1,535 | |

| Share repurchase authorization increase in fiscal 2021 | | | | | | | | | | | | | | | | | | 2,000 | | |

| Shares repurchased - Open market (3) | | | | | | 4.7 | | | | | | $ | 160.33 | | | | | (750) | | |

| Balance, March 31, 2021 | | | | | | | | | | | | | | | | | | 2,785 | | |

| Shares repurchased - May 2021 ASR | | | | | | 5.2 | | | | | | $ | 193.22 | | | | | (1,000) | | |

| Shares repurchased - Open market | | | | | | 4.6 | | | | | | $ | 217.73 | | | | | (1,007) | | |

| Share repurchase authorization increase in fiscal 2022 | | | | | | | | | | | | | | | | | | 4,000 | | |

| Shares repurchased - February 2022 ASR (4) | | | | | | 4.8 | | | | | | $ | 265.56 | | | | | (1,500) | | |

| Balance, March 31, 2022 | | | | | | | | | | | | | | | | | | 3,278 | | |

| Shares repurchased - February 2022 ASR (4) | | | | | | 0.3 | | | | | | $ | 295.16 | | | | | — | | |

| Shares repurchased - May 2022 ASR | | | | | | 3.1 | | | | | | $ | 321.05 | | | | | (1,000) | | |

| Share repurchase authorization increase in fiscal 2023 | | | | | | | | | | | | | | | | | | 4,000 | | |

| Shares repurchased - December 2022 ASR | | | | | | 2.6 | | | | | | $ | 369.20 | | | | | (972) | | |

| Shares repurchased - Open market (5) | | | | | | 4.7 | | | | | | $ | 363.24 | | | | | (1,693) | | |

| Balance, March 31, 2023 | | | | | | | | | | | | | | | | | | $ | 3,613 | |

(1)This table does not include the value of equity awards surrendered to satisfy tax withholding obligations or forfeitures of equity awards.

(2)The number of shares purchased reflects rounding adjustments.

(3)Of the total dollar value, $8 million was accrued within “Other accrued liabilities” in our Consolidated Balance Sheet as of March 31, 2021, included in our Annual Report on Form 10-K for the year ended March 31, 2022, for share repurchases that were executed in late March 2021 and settled in early April 2021.

(4)In February 2022, we entered into an ASR program with a third-party financial institution to repurchase $1.5 billion of the Company’s common stock.

The total number of shares repurchased under this ASR program was 5.1 million shares at an average price per share of $295.16.

We received 4.8 million shares as the initial share settlement in the fourth quarter of fiscal 2022 based on an initial share purchase price, and in May 2022, we received an additional 0.3 million shares upon the completion of this ASR program.

(5)Of the total dollar value, $27 million was accrued within “Other accrued liabilities” in our Consolidated Balance Sheet as of March 31, 2023 for share repurchases that were executed in late March 2023 and settled in early April 2023.

The following table provides information on our share repurchases during the fourth quarter of fiscal 2023:

| *(In millions, except price per share)* | | | Total Number of Shares Purchased | | | | | | Average Price Paid per Share (2) | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Programs (3) | | | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs | | |

| January 1, 2023 - January 31, 2023 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 3,778 | |

| February 1, 2023 - February 28, 2023 | | | 0.4 | | | | | | 369.20 | | | | | | 0.4 | | | | | | 3,778 | | |

| March 1, 2023 - March 31, 2023 | | | 0.5 | | | | | | 347.09 | | | | | | 0.5 | | | | | | 3,613 | | |

| Total | | | 0.9 | | | | | | | | | | | | 0.9 | | | | | | | | |

(2)In December 2022, we entered into an ASR program with a third-party financial institution to repurchase $972 million of the Company’s common stock.

The total number of shares repurchased under this ASR program was 2.6 million shares at an average price per share of $369.20.

We received 2.2 million shares as the initial share settlement in the third quarter of fiscal 2023, and in February 2023, we received an additional 0.4 million shares upon the completion of this ASR program.

(3)In July 2022, the Board authorized the Company to repurchase up to an additional $4.0 billion of its common shares in a manner deemed in the best interest of the Company and its stockholders, considering other growth opportunities and prevailing business and market conditions.

The authorization has no expiration date.

| McKesson Corporation | | | $ | 100.00 | | | | | $ | 84.06 | | | | | $ | 98.27 | | | | | $ | 143.15 | | | | | $ | 226.57 | | | | | $ | 265.05 | |

| S&P 500 Index | | | $ | 100.00 | | | | | $ | 109.50 | | | | | $ | 101.86 | | | | | $ | 159.25 | | | | | $ | 184.17 | | | | | $ | 169.94 | |

| S&P 500 Health Care Index | | | $ | 100.00 | | | | | $ | 114.89 | | | | | $ | 113.73 | | | | | $ | 152.44 | | | | | $ | 181.55 | | | | | $ | 174.83 | |

| [Table of [removed: Contents](#i04335d018da94076b0acf21e81ac886b_7)] [added: Contents](#i7132d51b6f264327b1502f1ca43570cf_7)] | | | [MD&A [removed: Index](#i04335d018da94076b0acf21e81ac886b_43)] [added: Index](#i7132d51b6f264327b1502f1ca43570cf_94)] | | |

| [Management's Annual Report on Internal Control Over Financial [removed: Reporting](#i04335d018da94076b0acf21e81ac886b_97)] [added: Reporting](#i7132d51b6f264327b1502f1ca43570cf_157)] | | | [removed: [60](#i04335d018da94076b0acf21e81ac886b_97)] [added: [56](#i7132d51b6f264327b1502f1ca43570cf_157)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i04335d018da94076b0acf21e81ac886b_100)] [added: Firm](#i7132d51b6f264327b1502f1ca43570cf_160)] | | | [removed: [61](#i04335d018da94076b0acf21e81ac886b_100)] [added: [57](#i7132d51b6f264327b1502f1ca43570cf_160)] | | |

| [Consolidated Statements of Operations for the years ended March 31, [removed: 2023, 2022,] [added: 202](#i7132d51b6f264327b1502f1ca43570cf_163)[4](#i7132d51b6f264327b1502f1ca43570cf_163)[, 202](#i7132d51b6f264327b1502f1ca43570cf_163)[3](#i7132d51b6f264327b1502f1ca43570cf_163)[,] and [removed: 2021](#i04335d018da94076b0acf21e81ac886b_103)] [added: 202](#i7132d51b6f264327b1502f1ca43570cf_163)[2](#i7132d51b6f264327b1502f1ca43570cf_163)] | | | [removed: [65](#i04335d018da94076b0acf21e81ac886b_103)] [added: [60](#i7132d51b6f264327b1502f1ca43570cf_163)] | | |

| [Consolidated Statements of Comprehensive [removed: Income (Loss) for] [added: Income](#i7132d51b6f264327b1502f1ca43570cf_166) [for] the years ended March 31, [removed: 2023, 2022,] [added: 202](#i7132d51b6f264327b1502f1ca43570cf_166)[4](#i7132d51b6f264327b1502f1ca43570cf_166)[, 202](#i7132d51b6f264327b1502f1ca43570cf_166)[3](#i7132d51b6f264327b1502f1ca43570cf_166)[,] and [removed: 2021](#i04335d018da94076b0acf21e81ac886b_106)] [added: 202](#i7132d51b6f264327b1502f1ca43570cf_166)[2](#i7132d51b6f264327b1502f1ca43570cf_166)] | | | [removed: [66](#i04335d018da94076b0acf21e81ac886b_106)] [added: [61](#i7132d51b6f264327b1502f1ca43570cf_166)] | | |

| [Consolidated Balance Sheets as of March 31, [removed: 2023 and 2022](#i04335d018da94076b0acf21e81ac886b_109)] [added: 202](#i7132d51b6f264327b1502f1ca43570cf_169)[4](#i7132d51b6f264327b1502f1ca43570cf_169) [and 202](#i7132d51b6f264327b1502f1ca43570cf_169)[3](#i7132d51b6f264327b1502f1ca43570cf_169)] | | | [removed: [67](#i04335d018da94076b0acf21e81ac886b_109)] [added: [62](#i7132d51b6f264327b1502f1ca43570cf_169)] | | |

| [Consolidated Statements of Stockholders’ Equity (Deficit) for the years ended March 31, [removed: 2023, 2022,] [added: 202](#i7132d51b6f264327b1502f1ca43570cf_172)[4](#i7132d51b6f264327b1502f1ca43570cf_172)[, 202](#i7132d51b6f264327b1502f1ca43570cf_172)[3](#i7132d51b6f264327b1502f1ca43570cf_172)[,] and [removed: 2021](#i04335d018da94076b0acf21e81ac886b_112)] [added: 202](#i7132d51b6f264327b1502f1ca43570cf_172)[2](#i7132d51b6f264327b1502f1ca43570cf_172)] | | | [removed: [68](#i04335d018da94076b0acf21e81ac886b_112)] [added: [63](#i7132d51b6f264327b1502f1ca43570cf_172)] | | |

| [Consolidated Statements of Cash Flows for the years ended March 31, [removed: 2023, 2022,] [added: 202](#i7132d51b6f264327b1502f1ca43570cf_175)[4](#i7132d51b6f264327b1502f1ca43570cf_175)[, 202](#i7132d51b6f264327b1502f1ca43570cf_175)[3](#i7132d51b6f264327b1502f1ca43570cf_175)[,] and [removed: 2021](#i04335d018da94076b0acf21e81ac886b_115)] [added: 202](#i7132d51b6f264327b1502f1ca43570cf_175)[2](#i7132d51b6f264327b1502f1ca43570cf_175)] | | | [removed: [69](#i04335d018da94076b0acf21e81ac886b_115)] [added: [64](#i7132d51b6f264327b1502f1ca43570cf_175)] | | |

| [Note 1 - Significant Accounting [removed: Policies](#i04335d018da94076b0acf21e81ac886b_121)] [added: Policies](#i7132d51b6f264327b1502f1ca43570cf_181)] | | | [removed: [70](#i04335d018da94076b0acf21e81ac886b_121)] [added: [65](#i7132d51b6f264327b1502f1ca43570cf_181)] | | |

| [Note 2 - Business Acquisitions and [removed: Divestitures](#i04335d018da94076b0acf21e81ac886b_124)] [added: Divestitures](#i7132d51b6f264327b1502f1ca43570cf_184)] | | | [removed: [78](#i04335d018da94076b0acf21e81ac886b_124)] [added: [73](#i7132d51b6f264327b1502f1ca43570cf_184)] | | |

| [Note 3 - Restructuring, Impairment, and Related Charges, [removed: Net](#i04335d018da94076b0acf21e81ac886b_127)] [added: Net](#i7132d51b6f264327b1502f1ca43570cf_196)] | | | [removed: [84](#i04335d018da94076b0acf21e81ac886b_127)] [added: [77](#i7132d51b6f264327b1502f1ca43570cf_196)] | | |

| [Note 4 - Share-Based [removed: Compensation](#i04335d018da94076b0acf21e81ac886b_133)] [added: Compensation](#i7132d51b6f264327b1502f1ca43570cf_199)] | | | [removed: [87](#i04335d018da94076b0acf21e81ac886b_133)] [added: [79](#i7132d51b6f264327b1502f1ca43570cf_199)] | | |

| [Note 5 - Other Income, [removed: Net](#i04335d018da94076b0acf21e81ac886b_136)] [added: Net](#i7132d51b6f264327b1502f1ca43570cf_202)] | | | [removed: [91](#i04335d018da94076b0acf21e81ac886b_136)] [added: [83](#i7132d51b6f264327b1502f1ca43570cf_202)] | | |

| [Note 6 - Income [removed: Taxes](#i04335d018da94076b0acf21e81ac886b_139)] [added: Taxes](#i7132d51b6f264327b1502f1ca43570cf_205)] | | | [removed: [91](#i04335d018da94076b0acf21e81ac886b_139)] [added: [83](#i7132d51b6f264327b1502f1ca43570cf_205)] | | |

[removed: | [Note 7 - Redeemable] Noncontrolling Interests and [added: Redeemable] Noncontrolling [removed: Interests](#i04335d018da94076b0acf21e81ac886b_142) | | | [95](#i04335d018da94076b0acf21e81ac886b_142) | | |][added: Interests]

| [Note 8 - Earnings (Loss) Per Common [removed: Share](#i04335d018da94076b0acf21e81ac886b_145)] [added: Share](#i7132d51b6f264327b1502f1ca43570cf_211)] | | | [removed: [97](#i04335d018da94076b0acf21e81ac886b_145)] [added: [89](#i7132d51b6f264327b1502f1ca43570cf_211)] | | |

| [Note 10 - Goodwill and Intangible Assets, [removed: Net](#i04335d018da94076b0acf21e81ac886b_151)] [added: Net](#i7132d51b6f264327b1502f1ca43570cf_217)] | | | [removed: [100](#i04335d018da94076b0acf21e81ac886b_151)] [added: [93](#i7132d51b6f264327b1502f1ca43570cf_217)] | | |

| [Note 11 - Debt and Financing [removed: Activities](#i04335d018da94076b0acf21e81ac886b_154)] [added: Activities](#i7132d51b6f264327b1502f1ca43570cf_226)] | | | [removed: [103](#i04335d018da94076b0acf21e81ac886b_154)] [added: [95](#i7132d51b6f264327b1502f1ca43570cf_226)] | | |

| [Note 12 - Variable Interest [removed: Entities](#i04335d018da94076b0acf21e81ac886b_157)] [added: Entities](#i7132d51b6f264327b1502f1ca43570cf_229)] | | | [removed: [106](#i04335d018da94076b0acf21e81ac886b_157)] [added: [98](#i7132d51b6f264327b1502f1ca43570cf_229)] | | |

| [Note 15 - Fair Value [removed: Measurements](#i04335d018da94076b0acf21e81ac886b_166)] [added: Measurements](#i7132d51b6f264327b1502f1ca43570cf_238)] | | | [removed: [116](#i04335d018da94076b0acf21e81ac886b_166)] [added: [109](#i7132d51b6f264327b1502f1ca43570cf_238)] | | |

| [Note 16 - Financial Guarantees and [removed: Warranties](#i04335d018da94076b0acf21e81ac886b_169)] [added: Warranties](#i7132d51b6f264327b1502f1ca43570cf_241)] | | | [removed: [119](#i04335d018da94076b0acf21e81ac886b_169)] [added: [111](#i7132d51b6f264327b1502f1ca43570cf_241)] | | |

| [Note 17 - Commitments and Contingent [removed: Liabilities](#i04335d018da94076b0acf21e81ac886b_172)] [added: Liabilities](#i7132d51b6f264327b1502f1ca43570cf_244)] | | | [removed: [119](#i04335d018da94076b0acf21e81ac886b_172)] [added: [112](#i7132d51b6f264327b1502f1ca43570cf_244)] | | |

| [Note 18 - Stockholders' Equity [removed: (Deficit)](#i04335d018da94076b0acf21e81ac886b_175)] [added: (Deficit)](#i7132d51b6f264327b1502f1ca43570cf_250)] | | | [removed: [126](#i04335d018da94076b0acf21e81ac886b_175)] [added: [117](#i7132d51b6f264327b1502f1ca43570cf_250)] | | |

| [Note 19 - Related Party Balances and [removed: Transactions](#i04335d018da94076b0acf21e81ac886b_178)] [added: Transactions](#i7132d51b6f264327b1502f1ca43570cf_259)] | | | [removed: [129](#i04335d018da94076b0acf21e81ac886b_178)] [added: [121](#i7132d51b6f264327b1502f1ca43570cf_259)] | | |

| [Table of [removed: Contents](#i04335d018da94076b0acf21e81ac886b_7)] [added: Contents](#i7132d51b6f264327b1502f1ca43570cf_7)] | | | [Item 8 [removed: Index](#i04335d018da94076b0acf21e81ac886b_94)] [added: Index](#i7132d51b6f264327b1502f1ca43570cf_154)] | | |

Based on this assessment, our management has concluded that our internal control over financial reporting was effective as of March 31, [removed: 2023.][added: 2024.]

Deloitte & Touche LLP, an independent registered public accounting firm, audited the financial statements included in this Annual Report on Form 10-K and has also audited the effectiveness of the Company’s internal control over financial reporting as of March 31, [removed: 2023.][added: 2024.]

We have audited the accompanying consolidated balance sheets of McKesson Corporation and subsidiaries (the “Company”) as of March 31, [removed: 2023] [added: 2024,] and [removed: 2022,] [added: 2023,] the related consolidated statements of operations, comprehensive [removed: income (loss),] [added: income,] stockholders’ equity (deficit), and cash flows, for each of the three years in the period ended March 31, [removed: 2023,] [added: 2024,] and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”).

We also have audited the Company’s internal control over financial reporting as of March 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 31, [removed: 2023] [added: 2024,] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended March 31, [removed: 2023,] [added: 2024,] in conformity with accounting principles generally accepted in the United States of America.

Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by COSO.

Critical Audit [removed: Matters][added: Matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current-period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the financial statements and (2) involved [added: our] especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

[removed: Opioid litigation and related uncertain tax position] [added: Uncertain Tax Position, Opioid Claims] - refer to Note [removed: 1, Note 6,] [added: 1] and Note [removed: 17] [added: 6] to the financial statements

Our audit procedures related to [added: the Company’s uncertain tax position associated with] liabilities arising from opioid claims [removed: brought by Governmental Entities] included the following, among others:

- With the assistance of our [added: income] tax specialists, we evaluated [removed: management’s] [added: the facts, evidence and the Company’s related income tax] analysis [removed: of] [added: for] the uncertain tax position [added: reserve] associated with [removed: the Company’s] [added: liabilities arising from] opioid [removed: litigation.][added: claims.]

- We obtained written representations from executives and internal [added: legal] counsel of the Company.

- We evaluated the [removed: adequacy of the] Company’s related disclosures for consistency with our testing and also searched for contradictory evidence by reading disclosures from peer companies, who are also party to opioid litigation.

Auditing [removed: management’s selected discount rate] [added: the uncertain tax position related to liabilities arising from opioid claims] required a high degree of auditor judgment and an increased extent of effort, including the need to involve our [removed: fair value] [added: tax] specialists.

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| [Note 9 - Leases](#i7132d51b6f264327b1502f1ca43570cf_214) | | | [91](#i7132d51b6f264327b1502f1ca43570cf_214) | | |

| [Note 13 - Pension Benefits](#i7132d51b6f264327b1502f1ca43570cf_232) | | | [99](#i7132d51b6f264327b1502f1ca43570cf_232) | | |

| [Note 14 - Hedging Activities](#i7132d51b6f264327b1502f1ca43570cf_235) | | | [105](#i7132d51b6f264327b1502f1ca43570cf_235) | | |

| [Note 20 - Segments of Business](#i7132d51b6f264327b1502f1ca43570cf_262) | | | [121](#i7132d51b6f264327b1502f1ca43570cf_262) | | |

May 7, 2024

| [Table of Contents](#i7132d51b6f264327b1502f1ca43570cf_7) | | | [Item 8 Index](#i7132d51b6f264327b1502f1ca43570cf_154) | | |

| [Table of Contents](#i7132d51b6f264327b1502f1ca43570cf_7) | | | [Item 8 Index](#i7132d51b6f264327b1502f1ca43570cf_154) | | |

The Company has recorded charges and related tax benefit for opioid-related claims.

In order to account for the uncertainty associated with the ultimate realization of the income tax benefit related to opioid claims, the Company recorded an uncertain tax position reserve.

Tax benefits from uncertain tax positions are recognized when, based upon the technical tax merits, it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes.

The net amount of income tax benefit recognized by management is measured as the largest amount of tax benefit that is greater than 50 percent likely of being realized.

The Company uses significant judgment in evaluating the technical tax merits of income tax benefits that qualify for recognition, including the determination of the amount that is more likely than not of being realized for U.S. federal and state income tax purposes.

We identified the Company’s uncertain tax position related to liabilities arising from opioid claims as a critical audit matter because of the challenges in auditing management’s estimate of the amount of income tax benefit that qualifies for recognition.

Specifically, there is significant judgment associated with the assessment of the technical tax merits, including the related interpretation of applicable tax laws and regulations.

| [Table of Contents](#i7132d51b6f264327b1502f1ca43570cf_7) | | | [Item 8 Index](#i7132d51b6f264327b1502f1ca43570cf_154) | | |

- We tested the effectiveness of the Company’s internal control related to management’s assessment of the technical merits of its tax position and the amount of benefit more likely than not to be realized related to liabilities arising from opioid claims.

- We held inquiries with the Company’s internal and external income tax specialists related to the uncertain tax position for liabilities arising from opioid claims.

- We evaluated any events after March 31, 2024, that might affect management’s accounting treatment and related applicable disclosures.

- We obtained and reviewed terms related to the Company’s settlements opioid claims and evaluated them against the deductibility criteria set forth by relevant tax laws and regulations.

| May 7, 2024 | | |

| [Table of Contents](#i7132d51b6f264327b1502f1ca43570cf_7) | | | [Item 8 Index](#i7132d51b6f264327b1502f1ca43570cf_154) | | |

| Discontinued operations | | | — | | | | | | (0.02) | | | | | | (0.03) | | |

| [Table of Contents](#i7132d51b6f264327b1502f1ca43570cf_7) | | | [Item 8 Index](#i7132d51b6f264327b1502f1ca43570cf_154) | | |

| [Table of Contents](#i7132d51b6f264327b1502f1ca43570cf_7) | | | [Item 8 Index](#i7132d51b6f264327b1502f1ca43570cf_154) | | |

| | | | 2024 | | | | | | 2023 | | |

| [Table of Contents](#i7132d51b6f264327b1502f1ca43570cf_7) | | | [Item 8 Index](#i7132d51b6f264327b1502f1ca43570cf_154) | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 3,002 | | | | | | — | | | | | | — | | | | | | — | | | | | | 158 | | | | | | 3,160 | | | | | | | | |

| Balance, March 31, 2024 | | | 278 | | | | | | $ | 3 | | | | | $ | 8,048 | | | | | | | | | | | $ | 14,978 | | | | | $ | (881) | | | | | (148) | | | | | | $ | (24,119) | | | | | $ | 372 | | | | | $ | (1,599) | | | | | | | |

| [Table of Contents](#i7132d51b6f264327b1502f1ca43570cf_7) | | | [Item 8 Index](#i7132d51b6f264327b1502f1ca43570cf_154) | | |

| Net income | | | $ | 3,160 | | | | | $ | 3,722 | | | | | $ | 1,287 | |

| Provision for bad debts | | | 819 | | | | | | 45 | | | | | | 29 | | |

| Purchase of U.S. government obligations for the satisfaction and discharge of long-term debt | | | (647) | | | | | | — | | | | | | — | | |

| [Table of Contents](#i7132d51b6f264327b1502f1ca43570cf_7) | | | [Item 8 Index](#i7132d51b6f264327b1502f1ca43570cf_154) | | |

Refer to Financial Note 18, “Stockholders' Equity (Deficit),” for further details regarding excise taxes incurred on the Company’s share repurchases during the year ended March 31, 2024.

Restricted cash of $395 million held in escrow as of March 31, 2022 related to obligations under settlement agreements for opioid-related claims of governmental entities was released during fiscal 2023.

Refer to Financial Note 17, “Commitments and Contingent Liabilities,” for additional information on opioid-related claims and litigation matters.

| [Table of Contents](#i7132d51b6f264327b1502f1ca43570cf_7) | | | [Item 8 Index](#i7132d51b6f264327b1502f1ca43570cf_154) | | |

The increase in the allowance for the year ended March 31, 2024 was primarily due to a provision for bad debts recognized of $725 million related to the bankruptcy of the Company’s customer Rite Aid Corporation (including certain of its subsidiaries, “Rite Aid”).

In October 2023, Rite Aid filed a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code and this amount represents the uncollected trade accounts receivable balance due from Rite Aid prior to its bankruptcy petition filing.

| *(In millions)* | | | 2024 | | | | | | 2023 | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| [Financial Notes](#i04335d018da94076b0acf21e81ac886b_118) | | | [70](#i04335d018da94076b0acf21e81ac886b_118) | | |

| [Note 9 - Leases](#i04335d018da94076b0acf21e81ac886b_148) | | | [98](#i04335d018da94076b0acf21e81ac886b_148) | | |

| [Note 13 - Pension Benefits](#i04335d018da94076b0acf21e81ac886b_160) | | | [106](#i04335d018da94076b0acf21e81ac886b_160) | | |

| [Note 14 - Hedging Activities](#i04335d018da94076b0acf21e81ac886b_163) | | | [113](#i04335d018da94076b0acf21e81ac886b_163) | | |

| [Note 20 - Segments of Business](#i04335d018da94076b0acf21e81ac886b_181) | | | [129](#i04335d018da94076b0acf21e81ac886b_181) | | |

McKESSON CORPORATION

May 8, 2023

*Critical Audit Matter Description*

The Company and its affiliates are defendants in numerous cases asserting claims related to distribution of controlled substances, including opioids.

Plaintiffs in these actions have included state attorneys general, county and municipal governments, tribal nations, as well as private plaintiffs such as hospitals, health and welfare funds, third-party payors, and individuals, as well as cases brought in Canada (“opioid litigation”).

The Company recognizes a liability for loss contingencies, including opioid litigation, when it is probable that a liability has been incurred and the amount of loss or range of loss is reasonably estimable.

The Company has recorded a $7.2 billion liability related to opioid litigation as of March 31, 2023.

In connection with this liability, the Company recognized a related income tax benefit, and has an unrecognized tax benefit resulting from uncertainty in the amount that is more likely than not to be deductible for U.S. federal and state income tax purposes.

We identified opioid litigation as a critical audit matter because of the significant judgment in auditing management’s accounting and disclosure for these matters.

Such judgment led to an increased extent of effort, including the need to involve specialists.

Specifically, auditing management’s assessment of whether a loss in excess of the opioid litigation accrual is probable and reasonably estimable for unresolved cases is subjective and requires significant judgment given the novelty and complexity of the Company’s opioid litigation.

There is also significant judgment associated with the Company’s disclosure of opioid litigation, including auditing management’s assertion that no range of loss can be estimated outside of the amount currently accrued.

In addition, auditing management’s estimate of the amount of related income tax benefit deemed more-likely-than-not of being realized is challenging because the evaluation of the technical merits of such tax positions requires significant judgment and an increased extent of effort, including the need to involve our tax specialists.

*How the Critical Audit Matter Was Addressed in the Audit*

- We tested the effectiveness of the Company’s internal controls related to opioid litigation and the related uncertain tax position.

- We inquired of the Company’s internal and external legal counsel and tax experts, as well as executives and other members of management, to understand the basis for the Company’s accounting conclusions, including any changes in facts potentially impacting the Company’s reserves for uncertain tax positions.

- We inspected responses to inquiry letters sent to both internal and external counsel.

- We evaluated management’s analysis of liabilities arising from opioid claims.

- We examined Board of Directors meeting minutes and compared to internal and external counsel’s written responses to our inquiry letters.

- We evaluated any events relevant to opioid litigation occurring subsequent to March 31, 2023.

- We examined terms related to settlements of opioid claims.

Goodwill - Refer to Note 1 and Note 10 to the financial statements

The Company’s evaluation of goodwill for impairment involves comparing the carrying amount of each reporting unit to its fair value on the first day of the first fiscal quarter or whenever the Company believes a potential indicator of impairment requiring a more frequent assessment has occurred.

The Company uses a combination of the income and market approaches to estimate reporting unit fair value.

Under the market approach, fair value is estimated by comparing the business to similar businesses, or guideline companies whose equity securities are actively traded in public markets.

Under the income approach, the Company uses a discounted cash flow (“DCF”) model where cash flows anticipated over future periods, plus a terminal value at the end of that time horizon, are discounted to their present value using an appropriate discount rate that is commensurate with the risk inherent within the reporting unit.

The rate used to discount to present value includes an unsystematic risk premium, which is intended to address uncertainty related to the reporting unit’s future cash flow projections.

The goodwill balance was $9.9 billion as of March 31, 2023, of which $1.4 billion was allocated to the McKesson Canada reporting unit.

The fair value of all reporting units exceeded their respective carrying amounts as of the measurement date and, therefore, no impairment was recognized.

We identified the estimation of the fair value of the McKesson Canada reporting unit used to evaluate the recoverability of goodwill as a critical audit matter because of the challenges auditing significant judgments used in the selection of a discount rate, including the unsystematic risk premium.

In particular, the fair value estimate is sensitive to the unsystematic risk premium assumption, which is affected by potential additional risk of changes in the Canadian business and regulatory environments.

Our audit procedures related to the Company’s selection of a discount rate, including determination of the unsystematic risk premium, for the McKesson Canada reporting unit, included the following, among others:

- We tested the effectiveness of internal controls related to management’s goodwill impairment evaluation, including those related to the selection of a discount rate and determination of an unsystematic risk premium.

There was no change in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our fourth quarter of fiscal [removed: 2023] [added: 2024] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Pre-arranged Trading Plans

There were no trading arrangements adopted, modified, or terminated by our directors and officers during the three months ended March 31, 2024.

None.

Information about our directors is incorporated by reference from the discussion under the heading “Election of Directors” under Item 1 of our Proxy Statement for the calendar year [removed: 2023] [added: 2024] Annual Meeting of Shareholders, which will be filed with the SEC within 120 days of the Company’s fiscal year end covered by this Annual Report (the “Proxy Statement”).

Information about the Code of Conduct applicable to all employees, officers, and directors can be found on our website, www.mckesson.com, under the caption “Investors — Governance.” [removed: The Company’s] [added: Our] Corporate Governance Guidelines and [removed: Charters] [added: current charters] for the [removed: Audit,] [added: Audit Committee,] Compensation and [removed: Talent, Compliance, Finance,] [added: Talent Committee, Governance and Sustainability Committee,] as well as the [removed: Governance] [added: Compliance Committee] and [removed: Sustainability Committees] [added: Finance Committee,] can [removed: also] be found on [removed: our website] [added: the same website,] under the same caption.

[Table of [removed: Contents](#i04335d018da94076b0acf21e81ac886b_7)][added: Contents](#i7132d51b6f264327b1502f1ca43570cf_7)]

Insider Trading Policies and Procedures

We are committed to fostering a culture of compliance, ethics, and regulatory excellence.

In furtherance of that commitment, the Company maintains an insider trading compliance program consisting of multiple integrated policies, procedures, controls, and practices that, together, represent our systematic approach to facilitating the oversight, management, and mitigation of insider trading risks across our organization.

The foundation of this program is a framework of insider trading policies and procedures (“Insider Trading Policy Framework”) we have adopted applicable to our directors, officers, and employees, as well as the Company itself, which governs the purchase, sale, and other disposition of the securities of the Company and other organizations, including our business partners.

We believe the Insider Trading Policy Framework is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the listing standards applicable to us.

Copies of the various policies and procedures comprising our Insider Trading Policy Framework are filed as Exhibits 19.1 through 19.5 to this Annual Report on Form 10-K.

We apply aspects of the Insider Trading Policy Framework commensurate with our assessment of the varying insider trading risks facing the Company and its workforce.

The Insider Trading Policy Framework’s general policies and procedures, together with the insider trading compliance standards in the Code of Conduct, cover all of our directors and employees and provide broad prohibitions against the illegal and unauthorized use and disclosure of material non-public information (“MNPI”).

The Insider Trading Policy Framework also contains supplemental targeted policies and procedures for individuals whose roles and functions present heightened risk of access to, and misuse of, MNPI.

These separate policies and procedures subject directors, designated officers for purposes of Section 16 of the Exchange Act, and certain other employees who are likely to be aware of potential MNPI (collectively, “Designated Insiders”) to additional trading restrictions, which may limit trading in the Company’s securities to defined trading window periods or upon pre-approval by the Company’s securities counsel, or both.

The Insider Trading Policy Framework generally permits, however, trading by the Company and its personnel pursuant to a trading plan that is designed to meet the requirements of Rule 10b5-1 of the Exchange Act and the Insider Trading Policy Framework.

The Company reinforces the Insider Trading Policy Framework with similarly-tailored periodic training and compliance reminders.

Insider trading compliance is part of our Code of Conduct training that is required for all employees during the onboarding process and on an annual basis thereafter, and we provide supplemental training to Designated Insiders.

The Chief Legal Officer is principally responsible for designing and implementing our insider trading compliance program and risk management strategy.

The Chief Legal Officer and other members of our general counsel organization work collaboratively across the enterprise, including in coordination with our global corporate reporting and investor relations functions, to administer the program and otherwise assist senior leadership in monitoring and mitigating our insider trading risks.

We review and refresh the program as needed, considering developments in insider trading laws, emerging risk areas, and policy benchmarks.

A committee of our Board periodically reviews our Insider Trading Policy Framework and related compliance and risk management measures to assist the Board in its oversight of the Company’s compliance with legal and regulatory requirements and risk management.

The following table sets forth information as of March 31, [removed: 2023] [added: 2024] with respect to the plans under which the Company’s common stock is authorized for issuance:

| Equity compensation plans approved by security holders | | | [removed: 4.7] [added: 3.4] (2) | | | | | | $ | [removed: 154.36] [added: 145.78] | | | | | [removed: 8.6] [added: 7.9] (3) | | |

(1)The weighted-average exercise price set forth in this column is calculated excluding outstanding restricted stock unit [removed: awards,] [added: awards] since recipients are not required to pay an exercise price to receive the shares subject to these awards.

This amount also includes [removed: 2.9] [added: 2.1] million shares reserved for the potential of maximum payouts of outstanding performance stock units previously granted under the 2013 Stock Plan.

(3)Represents [removed: 3.7] [added: 3.4] million shares available for purchase under the 2000 Employee Stock Purchase Plan and [removed: 4.9] [added: 4.5] million shares available for grant under the 2022 Stock Plan.

[Table of [removed: Contents](#i04335d018da94076b0acf21e81ac886b_7)][added: Contents](#i7132d51b6f264327b1502f1ca43570cf_7)]

The following are descriptions of equity plans that have been approved by the Company’s stockholders.

The plans are administered by the Compensation and Talent Committee of the Board of Directors, except for the portion of the 2022 Stock Plan, 2013 Stock Plan, and 2005 Stock Plan related to non-employee directors, which is administered by the Board of Directors or its Governance and Sustainability Committee.

*2022 Stock Plan:* The 2022 Stock Plan was adopted by the Board of Directors on April 27, 2022 and approved by the Company’s stockholders on July 22, 2022.

The 2022 Stock Plan permits the grant of awards in the form of stock options, stock appreciation rights, restricted stock (“RS”), restricted stock units (“RSUs”), performance awards (including performance stock units (“PSUs”)), and other share-based awards.

The Company has reserved approximately 5.0 million shares for issuance under the 2022 Stock Plan.

Shares of common stock not issued or delivered as a result of the net exercise of a stock option, including in respect of the payment of applicable taxes, or shares repurchased on the open market with proceeds from the exercise of options shall not be returned to the reserve of shares available for issuance under the 2022 Stock Plan.

Shares withheld to satisfy tax obligations relating to the vesting of a full-share award shall be returned to the reserve of shares available for issuance under the 2022 Stock Plan.

McKESSON CORPORATION

*2013 Stock Plan:* The 2013 Stock Plan was adopted by the Board of Directors on May 22, 2013 and approved by the Company’s stockholders on July 31, 2013.

The 2013 Stock Plan permitted the grant of awards in the form of stock options, stock appreciation rights, RS, RSUs, performance-based restricted stock units (“PeRSUs”), performance shares, and other share-based awards.

The number of shares reserved for issuance under the 2013 Stock Plan was equal to the sum of (i) 30.0 million shares, (ii) the number of shares reserved but unissued under the 2005 Stock Plan as of the effective date of the 2013 Stock Plan, and (iii) the number of shares that became available for reuse under the 2005 Stock Plan following the effective date of the 2013 Stock Plan.

Pursuant to the 2013 Stock Plan, for any one share of common stock issued in connection with an RS, RSU, performance share, or other full-share award, three and one-half shares were deducted from the shares available for future grants.

Shares of common stock not issued or delivered as a result of the net exercise of a stock option, including in respect of the payment of applicable taxes, or shares repurchased on the open market with proceeds from the exercise of options were not returned to the reserve of shares available for issuance under the 2013 Stock Plan.

Shares withheld to satisfy tax obligations relating to the vesting of a full-share award were returned to the reserve of shares available for issuance under the 2013 Stock Plan.

Under the terms of the 2022 Stock Plan and 2013 Stock Plan, the exercise price of stock options is no less than fair market value on the grant date, and options generally have a contractual term of seven years.

Options generally become exercisable in four equal annual installments beginning one year after the grant date.

The vesting of RS or RSUs is determined by the Compensation and Talent Committee at the time of grant.

Awards of RS and RSUs generally vest over three years.

The Company’s executive officers and other members of senior management are annually granted PSUs, which have a three-year performance period and are payable in shares without an additional vesting period.

The shares previously reserved under the 2013 Stock Plan are no longer available for issuance in connection with the adoption of the 2022 Stock Plan.

Non-employee directors may be granted an award on the date of each annual meeting of stockholders for up to 5,000 RSUs, as determined by the Board of Directors.

Such non-employee director award is fully vested on the date of the grant.

*2005 Stock Plan:* The 2005 Stock Plan was adopted by the Board of Directors on May 25, 2005 and approved by the Company’s stockholders on July 27, 2005.

The 2005 Stock Plan permits the granting of up to 42.5 million shares in the form of stock options, RS, RSUs, PeRSUs, performance shares, and other share-based awards.

Pursuant to the 2005 Stock Plan, for any one share of common stock issued in connection with an RS, RSU, performance share, or other full-share award, two shares shall be deducted from the shares available for future grants.

Shares of common stock not issued or delivered as a result of the net exercise of a stock option, shares withheld to satisfy tax obligations relating to the vesting of a full-share award or shares repurchased on the open market with proceeds from the exercise of options shall not be returned to the reserve of shares available for issuance under the 2005 Stock Plan.

Stock options were granted at no less than fair market value and options granted under the 2005 Stock Plan generally have a contractual term of seven years.

Following the effectiveness of the 2013 Stock Plan, no further shares were made subject to award under the 2005 Stock Plan.

Shares reserved but unissued under the 2005 Stock Plan as of the effective date of the 2013 Stock Plan, and shares that became available for reuse under the 2005 Stock Plan following the effectiveness of the 2013 Stock Plan, were available for awards under the 2013 Stock Plan.

*1997 Non-Employee Directors’ Equity Compensation and Deferral Plan*: The 1997 Non-Employee Directors’ Equity Compensation and Deferral Plan was approved by the Company’s stockholders on July 30, 1997; however, stockholder approval of the 2005 Stock Plan on July 27, 2005 had the effect of terminating the 1997 Non-Employee Directors’ Equity Compensation and Deferral Plan such that no new awards would be granted under the 1997 Non-Employee Directors’ Equity Compensation and Deferral Plan.

*2000 Employee Stock Purchase Plan (the “ESPP”):* The ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code.

In March 2002, the Board amended the ESPP to allow for participation in the plan by employees of certain of the Company’s international and other subsidiaries.

Currently, 23.1 million shares have been approved by stockholders for issuance under the ESPP.

The ESPP is implemented through a continuous series of three-month purchase periods (“Purchase Periods”) during which contributions can be made toward the purchase of common stock under the plan.

Each eligible employee may elect to authorize regular payroll deductions during the next succeeding Purchase Period, the amount of which may not exceed 15% of a participant’s compensation.

At the end of each Purchase Period, the funds withheld by each participant will be used to purchase shares of the Company’s common stock.

The purchase price of each share of the Company’s common stock is 85% of the fair market value of each share on the last day of the applicable Purchase Period.

In general, the maximum number of shares of common stock that may be purchased by a participant for each calendar year is determined by dividing $25,000 by the fair market value of one share of common stock on the offering date.

There currently are no equity awards outstanding that were granted under equity plans that were not submitted for approval by the Company’s stockholders.

Information regarding principal accountant fees and services is set forth under the heading “Ratification of Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year [removed: 2024”] [added: 2025”] in the Proxy Statement is incorporated herein by reference.

[Table of [removed: Contents](#i04335d018da94076b0acf21e81ac886b_7)][added: Contents](#i7132d51b6f264327b1502f1ca43570cf_7)]

| [Report of Deloitte & Touche LLP, Independent Registered Public Accounting [removed: Firm](#i04335d018da94076b0acf21e81ac886b_100)] [added: Firm](#i7132d51b6f264327b1502f1ca43570cf_160)] (PCAOB ID: 34) | | | [removed: [61](#i04335d018da94076b0acf21e81ac886b_100)] [added: [57](#i7132d51b6f264327b1502f1ca43570cf_160)] | | |

| [Consolidated Statements of Operations for the years ended March 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021](#i04335d018da94076b0acf21e81ac886b_103)] [added: 2022](#i7132d51b6f264327b1502f1ca43570cf_163)] | | | [removed: [65](#i04335d018da94076b0acf21e81ac886b_103)] [added: [60](#i7132d51b6f264327b1502f1ca43570cf_163)] | | |

| [Consolidated Statements of Comprehensive [removed: Income (Loss) for] [added: Income](#i7132d51b6f264327b1502f1ca43570cf_166) [for] the years ended March 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021](#i04335d018da94076b0acf21e81ac886b_106)] [added: 2022](#i7132d51b6f264327b1502f1ca43570cf_166)] | | | [removed: [66](#i04335d018da94076b0acf21e81ac886b_106)] [added: [61](#i7132d51b6f264327b1502f1ca43570cf_166)] | | |

| [Consolidated Balance Sheets as of March 31, [removed: 2023] [added: 2024] and [removed: 2022](#i04335d018da94076b0acf21e81ac886b_109)] [added: 2023](#i7132d51b6f264327b1502f1ca43570cf_169)] | | | [removed: [67](#i04335d018da94076b0acf21e81ac886b_109)] [added: [62](#i7132d51b6f264327b1502f1ca43570cf_169)] | | |

| [Consolidated Statements of Stockholders’ Equity (Deficit) for the years ended March 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021](#i04335d018da94076b0acf21e81ac886b_112)] [added: 2022](#i7132d51b6f264327b1502f1ca43570cf_172)] | | | [removed: [68](#i04335d018da94076b0acf21e81ac886b_112)] [added: [63](#i7132d51b6f264327b1502f1ca43570cf_172)] | | |

| [Consolidated Statements of Cash Flows for the years ended March 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021](#i04335d018da94076b0acf21e81ac886b_115)] [added: 2022](#i7132d51b6f264327b1502f1ca43570cf_175)] | | | [removed: [69](#i04335d018da94076b0acf21e81ac886b_115)] [added: [64](#i7132d51b6f264327b1502f1ca43570cf_175)] | | |

| [Schedule II-Valuation and Qualifying [removed: Accounts](#i04335d018da94076b0acf21e81ac886b_220)] [added: Accounts](#i7132d51b6f264327b1502f1ca43570cf_301)] | | | [removed: [139](#i04335d018da94076b0acf21e81ac886b_220)] [added: [130](#i7132d51b6f264327b1502f1ca43570cf_301)] | | |

| [(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 [removed: Index](#i04335d018da94076b0acf21e81ac886b_223)] [added: Index](#i7132d51b6f264327b1502f1ca43570cf_304)] | | | [removed: [140](#i04335d018da94076b0acf21e81ac886b_223)] [added: [131](#i7132d51b6f264327b1502f1ca43570cf_304)] | | |

[Table of [removed: Contents](#i04335d018da94076b0acf21e81ac886b_7)][added: Contents](#i7132d51b6f264327b1502f1ca43570cf_7)]

| Description | | | Balance at Beginning of Year | | | | | | [removed: Charged] [added: Charges (Credits)] to Costs and Expenses | | | | | | [removed: Charged] [added: Charges] to Other Accounts (3) | | | | | | Deductions From Allowance Accounts (1) | | | | | | Balance at End of Year (2) | | |

| Year Ended March 31, [removed: 2021] [added: 2024] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Allowances for credit losses | | | $ | [removed: 252] [added: 114] | | | | | $ | [removed: 4] [added: 819] | | [added: (4)] | | | $ | [removed: 1] [added: 5] | | | | | $ | [removed: (46)] [added: (61)] | | | | | $ | [removed: 211] [added: 877] | |

| Other allowances | | | [removed: 30] [added: 46] | | | | | | [removed: 11] [added: —] | | | | | | 9 | | | | | | [removed: —] [added: (1)] | | | | | | [removed: 50] [added: 54] | | |

| | | | | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| | | | Written-off | | | | | | $ | [removed: (37)] [added: (62)] | | | | | $ | [removed: (106)] [added: (37)] | | | | | $ | [removed: (40)] [added: (106)] | |

| | | | Credited to other accounts and other | | | | | | [removed: (8)] [added: —] | | | | | | [removed: (2)] [added: (8)] | | | | | | [removed: (6)] [added: (2)] | | |

| | | | Total | | | | | | $ | [removed: (45)] [added: (62)] | | | | | $ | [removed: (108)] [added: (45)] | | | | | $ | [removed: (46)] [added: (108)] | |

| (2) | | | Amounts shown as deductions from current and non-current receivables (current allowances were [removed: $158] [added: $921] million, [removed: $144] [added: $158] million, and [removed: $250] [added: $144] million at March 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021,] [added: 2022,] respectively) | | | | | | $ | [removed: 160] [added: 931] | | | | | $ | [removed: 151] [added: 160] | | | | | $ | [removed: 261] [added: 151] | |

| (3) | | | Primarily represents reclassifications to other balance sheet [removed: accounts.] [added: accounts....] | | | | | | | | | | | | | | | | | | | | |

Exhibits identified under “Incorporated by Reference” in the table below are on file with the [removed: Commission] [added: SEC] and are incorporated by reference as exhibits hereto.

| 3.1 | | | [Amended and Restated Certificate of Incorporation of the Company, as filed with the Delaware Secretary of State on July 27, [removed: 2011.](http://www.sec.gov/Archives/edgar/data/927653/000095012311071695/f59658exv3w1.htm)] [added: 2011.](https://www.sec.gov/Archives/edgar/data/927653/000095012311071695/f59658exv3w1.htm)] | | | 8-K | | | 1-13252 | | | 3.1 | | | August 2, 2011 | | |

| 3.2 | | | [Amended and Restated By-Laws of the Company, as [removed: amended](https://www.sec.gov/Archives/edgar/data/927653/000092765323000023/mckessoncorpby-laws2023.htm) [](https://www.sec.gov/Archives/edgar/data/927653/000092765323000023/mckessoncorpby-laws2023.htm)[April 26](https://www.sec.gov/Archives/edgar/data/927653/000092765323000023/mckessoncorpby-laws2023.htm)[, 202](https://www.sec.gov/Archives/edgar/data/927653/000092765323000023/mckessoncorpby-laws2023.htm)[3](https://www.sec.gov/Archives/edgar/data/927653/000092765323000023/mckessoncorpby-laws2023.htm)] [added: amended April 26, 2023](https://www.sec.gov/Archives/edgar/data/927653/000092765323000023/mckessoncorpby-laws2023.htm)[.](https://www.sec.gov/Archives/edgar/data/927653/000092765323000023/mckessoncorpby-laws2023.htm)] | | | 8-K | | | 1-13252 | | | 3.1 | | | April 28, 2023 | | |

| 4.1 | | | [Indenture, dated as of March 11, 1997, by and between the Company, as issuer, and The First National Bank of Chicago, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/927653/0000929624-97-000781.txt)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/927653/0000929624-97-000781.txt)] | | | 10-K | | | 1-13252 | | | 4.4 | | | June 19, 1997 | | |

| 4.2 | | | [Officers’ Certificate, dated as of March 11, 1997, and related Form of 2027 [removed: Note.](http://www.sec.gov/Archives/edgar/data/927653/0000929624-97-000853.txt)] [added: Note.](https://www.sec.gov/Archives/edgar/data/927653/0000929624-97-000853.txt)] | | | 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 [removed: trustee.](http://www.sec.gov/Archives/edgar/data/927653/000095013407004753/f27940exv4w1.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/927653/000095013407004753/f27940exv4w1.htm)] | | | 8-K | | | 1-13252 | | | 4.1 | | | March 5, 2007 | | |

| 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 [removed: Note.](http://www.sec.gov/Archives/edgar/data/927653/000095012311019414/f58489exv4w2.htm)] [added: Note.](https://www.sec.gov/Archives/edgar/data/927653/000095012311019414/f58489exv4w2.htm)] | | | 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 [removed: trustee.](http://www.sec.gov/Archives/edgar/data/927653/000119312512490067/d447856dex41.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/927653/000119312512490067/d447856dex41.htm)] | | | 8-K | | | 1-13252 | | | 4.1 | | | December 4, 2012 | | |

| 4.6 | | | [Officers’ Certificate, dated as of March 10, 2014, and related Form of 2024 Note, and Form of 2044 [removed: Note.](http://www.sec.gov/Archives/edgar/data/927653/000119312514090428/d690531dex42.htm)] [added: Note.](https://www.sec.gov/Archives/edgar/data/927653/000119312514090428/d690531dex42.htm)] | | | 8-K | | | 1-13252 | | | 4.2 | | | March 10, 2014 | | |

| 4.7 | | | [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 [removed: Note.](http://www.sec.gov/Archives/edgar/data/927653/000119312517047290/d347385dex41.htm)] [added: Note.](https://www.sec.gov/Archives/edgar/data/927653/000119312517047290/d347385dex41.htm)] | | | 8-K | | | 1-13252 | | | 4.1 | | | February 17, 2017 | | |

| 4.8 | | | [Officer’s Certificate, dated as of February 12, 2018, and related Form of 2026 Euro [removed: Note.](http://www.sec.gov/Archives/edgar/data/927653/000119312518040775/d730912dex41.htm)] [added: Note.](https://www.sec.gov/Archives/edgar/data/927653/000119312518040775/d730912dex41.htm)] | | | 8-K | | | 1-13252 | | | 4.1 | | | February 13, 2018 | | |

| 4.9 | | | [Officer’s Certificate, dated as of February 16, 2018, and related Form of 2028 [removed: Note.](http://www.sec.gov/Archives/edgar/data/927653/000119312518051049/d507348dex41.htm)] [added: Note.](https://www.sec.gov/Archives/edgar/data/927653/000119312518051049/d507348dex41.htm)] | | | 8-K | | | 1-13252 | | | 4.1 | | | February 21, 2018 | | |

| 4.10 | | | [Officer’s Certificate, dated as of November 30, 2018, and Form of 2029 [removed: Note.](http://www.sec.gov/Archives/edgar/data/927653/000119312518339803/d634589dex41.htm)] [added: Note.](https://www.sec.gov/Archives/edgar/data/927653/000119312518339803/d634589dex41.htm)] | | | 8-K | | | 1-13252 | | | 4.1 | | | November 30, 2018 | | |

| [removed: 4.15†] [added: 4.16†] | | | [Description of the Company’s [removed: Securities.](https://www.sec.gov/Archives/edgar/data/927653/000092765323000038/mck_exhibit415x3312023.htm)] [added: Securities.](https://www.sec.gov/Archives/edgar/data/927653/000092765324000035/mck_exhibit416x3312024.htm)] | | | — | | | — | | | — | | | — | | |

| 10.1* | | | [McKesson Corporation Supplemental Profit Sharing Investment Plan, as amended and restated on January 29, [removed: 2003.](http://www.sec.gov/Archives/edgar/data/927653/000095014903001297/f90251exv10w6.txt)] [added: 2003.](https://www.sec.gov/Archives/edgar/data/927653/000095014903001297/f90251exv10w6.txt)] | | | 10-K | | | 1-13252 | | | 10.6 | | | June 6, 2003 | | |

| 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, [removed: 2007.](http://www.sec.gov/Archives/edgar/data/927653/000095014908000067/f39986exv10w7.htm)] [added: 2007.](https://www.sec.gov/Archives/edgar/data/927653/000095014908000067/f39986exv10w7.htm)] | | | 10-K | | | 1-13252 | | | 10.7 | | | May 7, 2008 | | |

| 10.5* | | | [McKesson Corporation Executive Survivor Benefits Plan, as amended and restated as of January 20, [removed: 2010.](http://www.sec.gov/Archives/edgar/data/927653/000095012310004952/f54717exv10w1.htm)] [added: 2010.](https://www.sec.gov/Archives/edgar/data/927653/000095012310004952/f54717exv10w1.htm)] | | | 8-K | | | 1-13252 | | | 10.1 | | | January 25, 2010 | | |

| 10.10* | | | [McKesson Corporation 2005 Stock Plan, as amended and restated on July 28, [removed: 2010.](http://www.sec.gov/Archives/edgar/data/927653/000095012310070537/f56102exv10w4.htm)] [added: 2010.](https://www.sec.gov/Archives/edgar/data/927653/000095012310070537/f56102exv10w4.htm)] | | | 10-Q | | | 1-13252 | | | 10.4 | | | July 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 [removed: Plan.](http://www.sec.gov/Archives/edgar/data/927653/000119312512316890/d371102dex102.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/927653/000119312512316890/d371102dex102.htm)] | | | 10-Q | | | 1-13252 | | | 10.2 | | | July 26, 2012 | | |

| 10.12* | | | [McKesson Corporation 2013 Stock Plan, effective July 31, [removed: 2013.](http://www.sec.gov/Archives/edgar/data/927653/000156178713000015/mck_8kxannualxmeetingxex10-1.htm)] [added: 2013.](https://www.sec.gov/Archives/edgar/data/927653/000156178713000015/mck_8kxannualxmeetingxex10-1.htm)] | | | 8-K | | | 1-13252 | | | 10.1 | | | August 2, 2013 | | |

| 10.16* | | | [Form of Director and Officer Indemnification [removed: Agreement.](http://www.sec.gov/Archives/edgar/data/927653/000095012310043581/f54765exv10w27.htm)] [added: Agreement.](https://www.sec.gov/Archives/edgar/data/927653/000095012310043581/f54765exv10w27.htm)] | | | 10-K | | | 1-13252 | | | 10.27 | | | May 4, 2010 | | |

| [Financial Notes](#i7132d51b6f264327b1502f1ca43570cf_178) | | | [65](#i7132d51b6f264327b1502f1ca43570cf_178) | | |

| | | | $ | 160 | | | | | $ | 819 | | | | | $ | 14 | | | | | $ | (62) | | | | | $ | 931 | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| (4) | | | Includes a provision for bad debts recognized of $725 million related to the bankruptcy of the Company’s customer Rite Aid Corporation (including certain of its subsidiaries, “Rite Aid”). In October 2023, Rite Aid filed a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code and this amount represents the uncollected trade accounts receivable balance due from Rite Aid prior to its bankruptcy petition filing......................................................................... | | | | | | | | | | | | | | | | | | | | |

[Table of Contents](#i7132d51b6f264327b1502f1ca43570cf_7)

[Table of Contents](#i7132d51b6f264327b1502f1ca43570cf_7)

| 4.15 | | | [Officer’s Certificate, dated as of June 15, 2023, and related Form of 2028 Note and Form of 2033 Note.](https://www.sec.gov/Archives/edgar/data/927653/000119312523168978/d481928dex41.htm) | | | 8-K | | | 1-13252 | | | 4.1 | | | June 16, 2023 | | |

[Table of Contents](#i7132d51b6f264327b1502f1ca43570cf_7)

| 10.20* | | | [Form of Statement of Terms and Conditions Applicable to Awards Pursuant to the McKesson Corporation Management Incentive Plan, effective October 23, 2023.](https://www.sec.gov/Archives/edgar/data/927653/000092765323000083/mck_ex102xmipstcsoct2023.htm) | | | 10-Q | | | 1-13252 | | | 10.2 | | | November 2, 2023 | | |

| 10.21 | | | [Extension Notice Acknowledgement to Credit 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 thereto](https://www.sec.gov/Archives/edgar/data/927653/000092765323000086/mckesson-rcfextensionackno.htm)[.](https://www.sec.gov/Archives/edgar/data/927653/000092765323000086/mckesson-rcfextensionackno.htm) | | | 8-K | | | 1-13252 | | | 10.1 | | | November 7, 2023 | | |

| 10.22†* | | | [Forms of Statement of Terms and Conditions and Grant Notices Applicable to Awards Pursuant to the McKesson Corporation 2022 Stock Plan, effective April 23, 2024.](https://www.sec.gov/Archives/edgar/data/927653/000092765324000035/mck_exhibit1022x3312024.htm) | | | — | | | — | | | — | | | — | | |

| 19.1† | | | [Insider Trading Policy and Procedure applicable to all directors, officers, and employees.](https://www.sec.gov/Archives/edgar/data/927653/000092765324000035/mck_exhibit191x3312024.htm) | | | — | | | — | | | — | | | — | | |

| 19.2† | | | [Designated Insider Trading Policy and Procedure applicable to all directors and officers, and certain specified employees](https://www.sec.gov/Archives/edgar/data/927653/000092765324000035/mck_exhibit192x3312024.htm). | | | — | | | — | | | — | | | — | | |

| 19.3† | | | [Section 16 Insider Policy and Procedure applicable to all directors and officers.](https://www.sec.gov/Archives/edgar/data/927653/000092765324000035/mck_exhibit193x3312024.htm) | | | — | | | — | | | — | | | — | | |

| 19.4† | | | [Pre-Arranged Trading Plan Policy and Procedure applicable to all directors, officers, and employees.](https://www.sec.gov/Archives/edgar/data/927653/000092765324000035/mck_exhibit194x3312024.htm) | | | — | | | — | | | — | | | — | | |

| 19.5† | | | [Share Repurchase and Sale Policy applicable to the Company.](https://www.sec.gov/Archives/edgar/data/927653/000092765324000035/mck_exhibit195x3312024.htm) | | | — | | | — | | | — | | | — | | |

| 97† | | | [McKesson Corporation](https://www.sec.gov/Archives/edgar/data/927653/000092765324000035/mck_exhibit97x3312024.htm) [Financial Restatement Compensation Recoupment P](https://www.sec.gov/Archives/edgar/data/927653/000092765324000035/mck_exhibit97x3312024.htm)[olicy](https://www.sec.gov/Archives/edgar/data/927653/000092765324000035/mck_exhibit97x3312024.htm)[, effective October 2, 2023](https://www.sec.gov/Archives/edgar/data/927653/000092765324000035/mck_exhibit97x3312024.htm)[.](https://www.sec.gov/Archives/edgar/data/927653/000092765324000035/mck_exhibit97x3312024.htm) | | | — | | | — | | | — | | | — | | |

[Table of Contents](#i7132d51b6f264327b1502f1ca43570cf_7)

[Table of Contents](#i7132d51b6f264327b1502f1ca43570cf_7)

McKESSON CORPORATION

| [Financial Notes](#i04335d018da94076b0acf21e81ac886b_118) | | | [70](#i04335d018da94076b0acf21e81ac886b_118) | | |

| | | | $ | 282 | | | | | $ | 15 | | | | | $ | 10 | | | | | $ | (46) | | | | | $ | 261 | |

[Table of [removed: Contents](#i04335d018da94076b0acf21e81ac886b_7)][added: Contents](#i7132d51b6f264327b1502f1ca43570cf_7)]

| May [removed: 8, 2023] [added: 7, 2024] | | | | | | | | | /s/ Britt J. Vitalone | | |

| Dominic J. Caruso, Director | | | | | | [removed: Susan R. Salka,] [added: Kevin Ozan,] Director | | |

| /s/ [removed: W. Roy Dunbar] [added: James H. Hinton] | | | | | | /s/ Kathleen Wilson-Thompson | | |

| [removed: W. Roy Dunbar,] [added: James H. Hinton,] Director | | | | | | Kathleen Wilson-Thompson, Director | | |

| /s/ Dominic J. Caruso | | | | | | /s/ Kevin Ozan | | |

| /s/ W. Roy Dunbar | | | | | | /s/ Susan R. Salka | | |

| W. Roy Dunbar, Director | | | | | | Susan R. Salka, Director | | |

| May 7, 2024 | | | | | | | | |

| /s/ Dominic J. Caruso | | | | | | /s/ Susan R. Salka | | |

| /s/ James H. Hinton | | | | | | | | |

| James H. Hinton, Director | | | | | | | | |

| May 8, 2023 | | | | | | | | |