McKesson (MCK) 10-K risk factor changes: FY2025 vs FY2024

| [Litigation and Regulatory [removed: Risks](#i7132d51b6f264327b1502f1ca43570cf_58)] [added: Risks](#i1932fa7793c44d66a2130ab3bdd1dc53_61)] | | | [removed: [14](#i7132d51b6f264327b1502f1ca43570cf_58)] [added: [13](#i1932fa7793c44d66a2130ab3bdd1dc53_61)] | | |

| [Company and Operational [removed: Risks](#i7132d51b6f264327b1502f1ca43570cf_61)] [added: Risks](#i1932fa7793c44d66a2130ab3bdd1dc53_64)] | | | [removed: [16](#i7132d51b6f264327b1502f1ca43570cf_61)] [added: [16](#i1932fa7793c44d66a2130ab3bdd1dc53_64)] | | |

| [Industry and Economic [removed: Risks](#i7132d51b6f264327b1502f1ca43570cf_64)] [added: Risks](#i1932fa7793c44d66a2130ab3bdd1dc53_67)] | | | [removed: [21](#i7132d51b6f264327b1502f1ca43570cf_64)] [added: [20](#i1932fa7793c44d66a2130ab3bdd1dc53_67)] | | |

| [General [removed: Risks](#i7132d51b6f264327b1502f1ca43570cf_67)] [added: Risks](#i1932fa7793c44d66a2130ab3bdd1dc53_70)] | | | [removed: [24](#i7132d51b6f264327b1502f1ca43570cf_67)] [added: [23](#i1932fa7793c44d66a2130ab3bdd1dc53_70)] | | |

We are routinely named as a defendant in litigation or regulatory proceedings and other legal disputes, which may include asserted class action litigation, such as those described in [removed: Financial Note 17, “Commitments] [added: [Financial](#i1932fa7793c44d66a2130ab3bdd1dc53_253) [Note 17](#i1932fa7793c44d66a2130ab3bdd1dc53_253)[, “](#i1932fa7793c44d66a2130ab3bdd1dc53_253)[Commitments] and Contingent [removed: Liabilities,”] [added: Liabilities](#i1932fa7793c44d66a2130ab3bdd1dc53_253)[,](#i1932fa7793c44d66a2130ab3bdd1dc53_253)”] to the consolidated financial statements included in this Annual Report.

| [Table of [removed: Contents](#i7132d51b6f264327b1502f1ca43570cf_7)] [added: Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7)] | | | [Item 1A [removed: Index](#i7132d51b6f264327b1502f1ca43570cf_55)] [added: Index](#i1932fa7793c44d66a2130ab3bdd1dc53_58)] | | |

The Company is a defendant in many litigation matters alleging claims related to the distribution of controlled substances (opioids), as described in [removed: Financial Note 17, “Commitments] [added: [Financial](#i1932fa7793c44d66a2130ab3bdd1dc53_253) [Note 17](#i1932fa7793c44d66a2130ab3bdd1dc53_253)[, “](#i1932fa7793c44d66a2130ab3bdd1dc53_253)[Commitments] and Contingent [removed: Liabilities,”] [added: Liabilities](#i1932fa7793c44d66a2130ab3bdd1dc53_253)[,”](#i1932fa7793c44d66a2130ab3bdd1dc53_253)] to the consolidated financial statements in this Annual Report.

Although the Company has valid defenses and is vigorously defending itself, some proceedings have [removed: been] [added: been,] and others may [removed: be] [added: be,] resolved by negotiated outcome.

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

Any noncompliance by us with applicable [removed: laws] [added: laws,] or the failure to maintain, renew, or obtain necessary permits and [removed: licenses] [added: licenses,] could lead to enforcement actions or litigation and might have a materially adverse impact on our business operations and our financial position or results of operations.

As described in “Government Regulation” in Item 1 of Part I above, federal, state, and local governmental entities in the U.S. and elsewhere continue to strengthen their position [added: on,] and scrutiny [removed: over] [added: of,] practices that may indicate fraud, waste, and abuse affecting government healthcare programs such as Medicare and Medicaid.

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

We might lose our ability to purchase, [removed: compound,] store, or distribute [removed: pharmaceuticals and] [added: pharmaceuticals, including] controlled [removed: substances.][added: substances, and medical products.]

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

Noncompliance with these requirements can result in inspectional observations, warning letters, product recalls, [added: withdrawals or other market action, fines,] seizures, injunctions, and other administrative, civil, and criminal enforcement actions.

Noncompliance, enforcement [removed: actions,] [added: 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 [added: reputation, our] business operations and our financial position or results of operations.

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

As described in “Government Regulation” in Item 1 of Part I above, we are subject to a variety of [removed: privacy and] [added: privacy, cybersecurity,] data [removed: protection] [added: protection, and AI] laws that change frequently and have requirements that vary from jurisdiction to jurisdiction.

Our efforts to comply with [removed: privacy and] [added: privacy,] data [removed: security] [added: security, and AI] laws complicate our operations and add to our costs.

A significant [added: cybersecurity and/or] privacy breach or failure to comply with privacy and data security 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.

In addition, we periodically review our intangible and other long-lived assets for impairment when events or changes in [removed: circumstances, such as a divestiture,] [added: circumstances] indicate the carrying value may not be recoverable.

Factors that may be considered a change in circumstances indicating that the carrying value of our intangible and other long-lived assets may not be recoverable include slower growth rates, the loss of a significant customer, burdensome new [removed: laws,] [added: laws] or [added: other adverse legal developments, or] divestiture of a business or asset for less than its carrying value.

We [added: have in the past recorded, and] may be required to [removed: record] [added: record,] a significant charge to earnings in our consolidated financial statements during the period in which any impairment of our goodwill or intangible and other long-lived assets is determined, which might have a materially adverse impact on our business operations and our financial position or results of operations.

Despite [removed: conducting] our [removed: own] physical, technical, and administrative security 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 parties, including our external service providers and vendors, with which we do [removed: business] [added: business,] have experienced cybersecurity incidents and are subject to future cyberattacks and cybersecurity incidents.

The risk and efficacy of cyberattacks increases from time to time due to a variety of internal and external factors, [removed: including] [added: including, but not limited to,] the adoption of sophisticated and rapidly evolving techniques, such as adversarial AI, and during political [removed: tensions, military conflicts,] or [removed: civil] [added: military] unrest.

Any of these [removed: scenarios] [added: risks] might have a materially adverse impact on our [removed: business, our] reputation, [added: our business operations,] and our financial position or results of operations.

Our customers rely on their ability to access and use these [removed: systems] [added: systems,] and their [removed: data] [added: data,] as [removed: needed.][added: needed, and our ability to compete effectively is increasingly dependent on access to, and interpretation of, data.]

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

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

A failure of a system or software to conform to specifications might constitute a breach of warranty that could result in repair costs, contract termination, [removed: refunds of amounts previously paid,] [added: refunds,] or claims for damages.

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

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

Issues affecting product [removed: efficacy or] safety [added: or efficacy] can arise from manufacturing, storing, distributing, dispensing or using products, and can result in [added: adverse consequences such as] safety alerts, [added: seizures, bans,] recalls, [removed: regulatory action, civil lawsuits, fines] [added: withdrawals] or other [added: market action, suspensions, and other regulatory actions and] sanctions, [added: civil lawsuits, increased costs, disruptions, delays,] and reputational damage.

[removed: We may implement restructuring, cost reduction, or other business process] [added: These] initiatives [removed: that] might [removed: result in significant charges and expenses, failures] [added: fail] to achieve our desired [removed: objectives,] [added: objectives] or [added: have] unintended consequences such as distraction of our management and employees, business disruption, attrition beyond any planned reduction in workforce, inability to attract or retain key personnel and reduced employee productivity.

Any of these [removed: risks] [added: disruptions or changes] might have a materially adverse impact on our business operations and our financial position or results of operations.

We might be unable to successfully complete or integrate acquisitions or other [removed: business combinations.][added: strategic transactions.]

Our growth strategy includes consummating acquisitions or other [removed: business combinations] [added: strategic transactions] that either expand or complement our business.

To fund [removed: acquisitions,] [added: these strategic transactions,] we may require financing that may not be available on acceptable terms.

We may not receive [removed: regulatory] [added: governmental] approvals needed to complete proposed transactions, or such approvals may be subject to delays or conditions that reduce transaction benefits.

Achieving the desired outcomes of [removed: business combinations] [added: these strategic transactions] involves significant risks including: diverting management’s attention from other business operations; challenges with assimilating the acquired businesses, such as integration of operations, systems, and 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; [added: disputes with the sellers of acquired businesses;] unanticipated compliance issues in the acquired business; 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.

| [Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7) | | | [Item 1A Index](#i1932fa7793c44d66a2130ab3bdd1dc53_58) | | |

The use of AI solutions by our employees or third parties on which we rely could also lead to the misuse of data or public disclosure of confidential information (including personal data or proprietary information) in contravention of our internal policies, applicable laws, contractual requirements, or third-party intellectual property rights.

| [Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7) | | | [Item 1A Index](#i1932fa7793c44d66a2130ab3bdd1dc53_58) | | |

[See](#i1932fa7793c44d66a2130ab3bdd1dc53_226) [Financial Note 10, “Goodwill and Intangible Assets](#i1932fa7793c44d66a2130ab3bdd1dc53_226)[,”](#i1932fa7793c44d66a2130ab3bdd1dc53_226) for descriptions of impairments of goodwill or intangible or other long-lived assets in recent periods.

Companies in the healthcare industry are increasingly targeted for cyberattacks.

Our adoption of AI also may create new attack surfaces or methods and generally increase cybersecurity and data protection risks and costs.

Additionally, it may take considerable time for us to investigate and evaluate the full impact of incidents, particularly for sophisticated attacks.

These factors may inhibit our ability to provide prompt, full, and reliable information about the incident to our customers, regulators, and the public.

Data quality impacts customer ordering, order fulfillment and higher order processing.

If we fail to effectively implement and maintain data governance structures across our businesses, to effectively interpret and utilize such data, or protect the integrity of such data, including systems

| [Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7) | | | [Item 1A Index](#i1932fa7793c44d66a2130ab3bdd1dc53_58) | | |

powered by or incorporating AI and machine learning, our operations could be impacted, and we may be at a competitive disadvantage. Our networks and hosting systems are also vulnerable to interruption or damage from sources beyond our control.

In addition, hardware, software, and other applications and updates procured from third parties may contain defects that have, or may in the future, unexpectedly restrict access to or interfere with the proper operations of our information systems and hardware.

From time to time, we implement restructuring, cost reduction, or other business process initiatives that result in significant charges and expenses.

| [Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7) | | | [Item 1A Index](#i1932fa7793c44d66a2130ab3bdd1dc53_58) | | |

| [Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7) | | | [Item 1A Index](#i1932fa7793c44d66a2130ab3bdd1dc53_58) | | |

We have increased, and expect to continue to increase, our use of AI technology.

They might be modified with less favorable terms.

New or revised laws, requirements, and policies, or changes in the interpretation of existing laws, requirements, and policies, could adversely affect our business and competitiveness and increase our compliance costs.

| [Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7) | | | [Item 1A Index](#i1932fa7793c44d66a2130ab3bdd1dc53_58) | | |

| [Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7) | | | [Item 1A Index](#i1932fa7793c44d66a2130ab3bdd1dc53_58) | | |

The U.S. Court of Appeals for the Seventh Circuit also is addressing this issue but has not yet ruled.

Separately, several entities have filed lawsuits against HHS and HRSA related to the proposed implementation of rebate models to effectuate 340B pricing.

Consolidation also might affect our ability to achieve our growth objectives through acquisitions and other strategic transactions.

We rely on third parties for the supply of pharmaceutical and other products, and our operations are subject to our suppliers’ continued ability to supply the products that we require.

From time to time, we experience difficulties and delays in

| [Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7) | | | [Item 1A Index](#i1932fa7793c44d66a2130ab3bdd1dc53_58) | | |

sourcing and selling products due to a variety of causes that result in suppliers’ failure to satisfy production demand.

Among these causes are suppliers’ challenges in complying with legal requirements (including product and production quality standards), access to raw materials, inputs, and finished goods, manufacturing shutdowns, and operational and systems difficulties.

Supply disruptions also arise from other factors beyond our control, such as product rationalization; government actions or policies (including trade sanctions, tariffs and other trade restrictions, as well as the requisition, diversion, or allocation of inventory); shifts in customer or societal demand for products; labor disputes or shortages; ethical sourcing issues; supplier financial distress; natural disasters and weather-related events; civil unrest; military conflicts; and epidemics or pandemics.

In these types of situations, our alternative sourcing efforts are not always fully successful.

We might experience extended delays or incur higher sourcing costs or suffer harm to our customer relationships and reputation.

Inflationary pressure is increased by factors such as supply chain disruptions, labor market tightness, actual or announced tariffs, government policies, interest rate changes, and foreign exchange rate changes.

Our non-U.S. operations, import and export of products sold in non-U.S. dollar (USD) denominations, non-USD intercompany loans, and our substantial international net assets also expose us to foreign currency exchange rate risk.

Credit rating agencies regularly review our credit and rate our outstanding debt; and any downgrades in our credit ratings might limit our access to public debt markets, decrease financial institutions willingness to lend to us, lead to more restrictive debt covenants, increase our borrowing costs, and adversely affect our earnings.

| [Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7) | | | [Item 1A Index](#i1932fa7793c44d66a2130ab3bdd1dc53_58) | | |

events, might impede our or our customers’ or suppliers’ ability or cost to obtain credit.

For example, recently imposed or announced U.S. tariffs, as well as any retaliatory tariffs or other trade restrictions imposed by other countries, might require us to incur substantial additional sourcing costs, raise prices on certain products, or seek alternate supply sources.

If we are unable to effectively manage or offset the impact of new tariffs or other trade restrictions, or find alternate sources of supply, we might be competitively disadvantaged or experience reduced profit margins or supply disruptions.

Further, we might suffer harm to our customer relationships.

The networks and hosting systems are vulnerable to interruption or damage from sources beyond our control, such as power loss, telecommunications failures, fire, natural disasters, including as a result of climate change, software and hardware failures, and cybersecurity incidents.

Employees might not successfully transition into new roles.

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.

Two other courts of appeal are addressing this issue but have not yet ruled.

We experience difficulties and delays in sourcing and selling products due to a variety of causes, from time to time, such as: difficulties in complying with the legal requirements for export or import of pharmaceuticals or components; suppliers’ failure to satisfy production demand; manufacturing or supply problems such as inadequate resources; new innovative therapies that are expensive, complex, and fast-growing; product rationalization; and real or perceived quality issues.

For example, the FDA banned certain manufacturers from selling raw materials and drug ingredients or finished goods in the U.S. due to quality issues.

Difficulties in product manufacturing or access to raw materials or finished goods could result in supplier production shutdowns, product shortages, and other supply disruptions.

Supply interruptions are often due to a variety of causes over which we have no control, such as export controls or trade sanctions, labor disputes, unavailability of key manufacturing sites, inability to procure raw materials or finished goods, quality control concerns, ethical sourcing issues, supplier’s financial distress or bankruptcy, natural disasters, including as a result of climate change, civil unrest or acts of war, the impact of epidemics or pandemics, and other general supply constraints.

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

Our inventory might be requisitioned, diverted, or allocated by government order such as under emergency, disaster, and civil defense declarations.

Inflationary pressure is increased by factors such as supply chain disruptions, including the reduced availability of key commodities, labor market tightness, and government policies that lower interest rates or do not raise them sufficiently to counteract inflation.

We might be adversely impacted by fluctuations in foreign currency exchange rates.

We conduct our business in various currencies, including the U.S. dollar, Canadian dollar, Euro, and British pound sterling.

Changes in foreign currency exchange rates could reduce our revenues, increase our costs, or otherwise adversely affect our financial results reported in U.S. dollars.

For example, we are exposed to transactional currency exchange risk due to our import and export of products that are purchased or sold in currencies other than the U.S. dollar.

We also have currency exchange risk due to intercompany loans denominated in various currencies.

Currency exchange rates and their volatility are affected by factors outside of our control, such as political tensions, military conflicts, and civil unrest.

We may from time to time enter into foreign currency contracts, foreign currency borrowings, or other techniques intended to hedge a portion of our foreign currency exchange rate risks.

These hedging activities may not completely offset the adverse financial effects of unfavorable movements in foreign currency exchange rates during the time the hedges are in place.

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

In addition, we could face increased regulatory, reputational, and legal scrutiny as a result of our sustainability-related commitments and disclosures, and we could also face challenges with managing conflicting requirements and our various stakeholders’ expectations, among other governance risks that could adversely impact our business and financial results.

| [Overview of Our [removed: Business](#i7132d51b6f264327b1502f1ca43570cf_100)] [added: Business](#i1932fa7793c44d66a2130ab3bdd1dc53_109)] | | | [removed: [31](#i7132d51b6f264327b1502f1ca43570cf_100)] [added: [31](#i1932fa7793c44d66a2130ab3bdd1dc53_109)] | | |

| [Trends and [removed: Uncertainties](#i7132d51b6f264327b1502f1ca43570cf_106)] [added: Uncertainties](#i1932fa7793c44d66a2130ab3bdd1dc53_115)] | | | [removed: [33](#i7132d51b6f264327b1502f1ca43570cf_106)] [added: [34](#i1932fa7793c44d66a2130ab3bdd1dc53_115)] | | |

| [Overview of Consolidated [removed: Results](#i7132d51b6f264327b1502f1ca43570cf_109)] [added: Results](#i1932fa7793c44d66a2130ab3bdd1dc53_118)] | | | [removed: [35](#i7132d51b6f264327b1502f1ca43570cf_109)] [added: [35](#i1932fa7793c44d66a2130ab3bdd1dc53_118)] | | |

| [Overview of Segment [removed: Results](#i7132d51b6f264327b1502f1ca43570cf_112)] [added: Results](#i1932fa7793c44d66a2130ab3bdd1dc53_121)] | | | [removed: [40](#i7132d51b6f264327b1502f1ca43570cf_112)] [added: [40](#i1932fa7793c44d66a2130ab3bdd1dc53_121)] | | |

| [Critical Accounting [removed: Estimates](#i7132d51b6f264327b1502f1ca43570cf_127)] [added: Estimates](#i1932fa7793c44d66a2130ab3bdd1dc53_136)] | | | [removed: [43](#i7132d51b6f264327b1502f1ca43570cf_127)] [added: [43](#i1932fa7793c44d66a2130ab3bdd1dc53_136)] | | |

| [Financial Condition, Liquidity, and Capital [removed: Resources](#i7132d51b6f264327b1502f1ca43570cf_130)] [added: Resources](#i1932fa7793c44d66a2130ab3bdd1dc53_139)] | | | [removed: [48](#i7132d51b6f264327b1502f1ca43570cf_130)] [added: [49](#i1932fa7793c44d66a2130ab3bdd1dc53_139)] | | |

| [Related Party Balances and [removed: Transactions](#i7132d51b6f264327b1502f1ca43570cf_145)] [added: Transactions](#i1932fa7793c44d66a2130ab3bdd1dc53_154)] | | | [removed: [53](#i7132d51b6f264327b1502f1ca43570cf_145)] [added: [53](#i1932fa7793c44d66a2130ab3bdd1dc53_154)] | | |

| [New Accounting [removed: Pronouncements](#i7132d51b6f264327b1502f1ca43570cf_148)] [added: Pronouncements](#i1932fa7793c44d66a2130ab3bdd1dc53_157)] | | | [removed: [53](#i7132d51b6f264327b1502f1ca43570cf_148)] [added: [53](#i1932fa7793c44d66a2130ab3bdd1dc53_157)] | | |

Unless otherwise noted, all references to a particular year [removed: shall mean] [added: refer to] our fiscal year.

Our Financial Review within this Annual Report generally discusses fiscal [removed: 2024] [added: 2025] and fiscal [removed: 2023] [added: 2024] results and year-over-year comparisons between fiscal [removed: 2024] [added: 2025] and fiscal [removed: 2023.][added: 2024.]

For a discussion of our year-over-year comparisons between fiscal [removed: 2023] [added: 2024] and fiscal [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] previously filed with the Securities and Exchange Commission on May [removed: 9, 2023.][added: 8, 2024.]

| [Table of [removed: Contents](#i7132d51b6f264327b1502f1ca43570cf_7)] [added: Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7)] | | | [MD&A [removed: Index](#i7132d51b6f264327b1502f1ca43570cf_94)] [added: Index](#i1932fa7793c44d66a2130ab3bdd1dc53_103)] | | |

Our organizational structure also includes Corporate, which consists of income and expenses associated with administrative functions and [removed: projects] [added: projects,] as well as the results of certain [removed: investments.][added: investments and operations.]

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

Refer to [removed: Financial Note 20, “Segments] [added: [Financial](#i1932fa7793c44d66a2130ab3bdd1dc53_271) [Note 20](#i1932fa7793c44d66a2130ab3bdd1dc53_271)[, “](#i1932fa7793c44d66a2130ab3bdd1dc53_271)[Segments] of [removed: Business,”] [added: Business](#i1932fa7793c44d66a2130ab3bdd1dc53_271)[,”](#i1932fa7793c44d66a2130ab3bdd1dc53_271)] to the consolidated financial statements included in this Annual Report for further information regarding our reportable segments.

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

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

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

This segment offers national brand medical-surgical products as well as McKesson’s own line of high-quality products through a network of distribution centers within the U.S. [added: In May 2025, we announced our intention to separate this segment into an independent company.]

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

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

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

Refer to [removed: Financial Note 2, “Business] [added: [Financial](#i1932fa7793c44d66a2130ab3bdd1dc53_193) [Note 2](#i1932fa7793c44d66a2130ab3bdd1dc53_193)[, “](#i1932fa7793c44d66a2130ab3bdd1dc53_193)[Business] Acquisitions and [removed: Divestitures,”] [added: Divestitures](#i1932fa7793c44d66a2130ab3bdd1dc53_193)[,”](#i1932fa7793c44d66a2130ab3bdd1dc53_193),] to the consolidated financial statements included in this Annual Report for more [removed: information regarding these divestiture transactions.][added: information.]

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: 2024:][added: 2025:]

- For the year ended March 31, [removed: 2024] [added: 2025] compared to the prior year, revenues increased by [removed: 12%,] [added: 16%,] gross profit increased by 4%, total operating expenses [removed: increased by 12%,] [added: were flat,] and other income, net [removed: decreased] [added: increased] by [removed: $365] [added: $70] million.

Refer to the [removed: “*Overview] [added: [“Overview] of Consolidated [removed: Results*”] [added: Results”](#i1932fa7793c44d66a2130ab3bdd1dc53_118)] section below for an analysis of these changes;

- Diluted earnings per common share from continuing operations attributable to McKesson Corporation [removed: decreased] [added: increased] to [removed: $22.39] [added: $25.72] in fiscal [removed: 2024] [added: 2025] from [removed: $25.05] [added: $22.39] in the prior year;

- [removed: For the year ended March 31, 2024, we recorded] a [added: credit of $206 million and a] provision for bad debts of $725 million [added: for the years ended March 31, 2025 and 2024, respectively,] related to the [removed: October 2023] bankruptcy of our customer Rite Aid [removed: Corporation (including certain of its subsidiaries, “Rite Aid”).][added: in October 2023, as further discussed in the [“Trends and Uncertainties”](#i1932fa7793c44d66a2130ab3bdd1dc53_115) section above;]

Refer to the Rite Aid Bankruptcy Proceedings section of [removed: “*Trends] [added: [“](#i1932fa7793c44d66a2130ab3bdd1dc53_115)[Trends] and [removed: Uncertainties*” below;][added: Uncertainties](#i1932fa7793c44d66a2130ab3bdd1dc53_115)[”](#i1932fa7793c44d66a2130ab3bdd1dc53_115) for further discussion;]

- We received [removed: $244] [added: $444] million for the year ended March 31, [removed: 2024] [added: 2025] related to our share of antitrust legal settlements.

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

- We recorded a charge of [removed: $149] [added: $108] million for the year ended March 31, [removed: 2024] [added: 2025] related to our estimated liability for opioid-related claims as further described in [removed: the Opioid-Related Litigation and Claims section of “*Trends] [added: [Financial Note 17, “Commitments] and [removed: Uncertainties*” below;][added: Contingent Liabilities,”](#i1932fa7793c44d66a2130ab3bdd1dc53_253) to the consolidated financial statements included in this Annual Report;]

- For the year ended March 31, [removed: 2024,] [added: 2025,] we [removed: also] recognized a net discrete tax benefit of [removed: $104] [added: $258] million [removed: primarily] related to the [removed: repatriation and sale] [added: sales] of certain intellectual property between McKesson wholly-owned legal entities [removed: that are] based in [removed: different] [added: foreign] tax jurisdictions;

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

[removed: -] On June 16, 2023, we completed a cash tender offer for any and all of [removed: the] [added: our then outstanding] 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 [removed: net] proceeds from the June 15, 2023 notes [removed: offering described above,] [added: offering,] we paid an aggregate consideration of $268 million to repurchase $271 million [removed: of] principal amount of the 2024 [removed: Notes plus accrued and unpaid interest;][added: Notes.]

Refer to [removed: Financial Note 11, “Debt] [added: [Financial](#i1932fa7793c44d66a2130ab3bdd1dc53_235) [Note 11](#i1932fa7793c44d66a2130ab3bdd1dc53_235)[, “](#i1932fa7793c44d66a2130ab3bdd1dc53_235)[Debt] and Financing [removed: Activities,”] [added: Activities](#i1932fa7793c44d66a2130ab3bdd1dc53_235)[,”](#i1932fa7793c44d66a2130ab3bdd1dc53_235)] to the consolidated financial statements included in this Annual Report for more [removed: information; and][added: information.]

- We returned [removed: $3.3] [added: $3.5] billion of cash to shareholders during fiscal [removed: 2024] [added: 2025] through [removed: $3.0] [added: $3.1] billion of common stock repurchases through open market transactions and [removed: $314] [added: $345] million of dividend payments.

In July [removed: 2023,] [added: 2024,] our Board of Directors (the “Board”) approved an increase of [removed: $6.0] [added: $4.0] billion in the authorization for repurchase of the Company’s common stock and raised our quarterly dividend to [removed: $0.62] [added: $0.71] from [removed: $0.54] [added: $0.62] per [added: share of] common [removed: share.][added: stock.]

| [General](#i1932fa7793c44d66a2130ab3bdd1dc53_106) | | | [31](#i1932fa7793c44d66a2130ab3bdd1dc53_106) | | |

| [Executive Summary](#i1932fa7793c44d66a2130ab3bdd1dc53_112) | | | [33](#i1932fa7793c44d66a2130ab3bdd1dc53_112) | | |

| [Foreign Operations](#i1932fa7793c44d66a2130ab3bdd1dc53_127) | | | [43](#i1932fa7793c44d66a2130ab3bdd1dc53_127) | | |

| [Business Combinations](#i1932fa7793c44d66a2130ab3bdd1dc53_130) | | | [43](#i1932fa7793c44d66a2130ab3bdd1dc53_130) | | |

| [Fiscal 2026 Outlook](#i1932fa7793c44d66a2130ab3bdd1dc53_133) | | | [43](#i1932fa7793c44d66a2130ab3bdd1dc53_133) | | |

During fiscal 2025, we completed the sale of Rexall and Well.ca businesses in Canada (“Canadian retail disposal group”).

This divestiture is further described in the “Canadian Divestiture Activities” section below.

Business Acquisitions and Divestitures

*Community Oncology Revitalization Enterprise Ventures, LLC*

On August 26, 2024, we entered into a definitive agreement to acquire a 70% controlling interest in Community Oncology Revitalization Enterprise Ventures, LLC (“Core Ventures”), an internal business and administrative services organization established by Florida Cancer Specialists & Research Institute, LLC, for approximately $2.49 billion cash, subject to certain customary adjustments.

Following the completion of the transaction, Core Ventures will be part of the Oncology platform, and financial results will be reported within our U.S. Pharmaceutical segment.

The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 expired in late April 2025.

We expect the transaction to close during the first quarter of fiscal 2026, subject to satisfaction of customary closing conditions.

*PRISM Vision Holdings, LLC*

On April 2, 2025, we announced the completion of our previously announced acquisition of a controlling interest in PRISM Vision Holdings, LLC (“PRISM Vision”), a leading provider of general ophthalmology and retina management services.

We purchased an approximate 80% and PRISM Vision physicians retained a 20% interest.

The financial results of PRISM Vision will be reported within our U.S. Pharmaceutical segment.

| [Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7) | | | [MD&A Index](#i1932fa7793c44d66a2130ab3bdd1dc53_103) | | |

*Canadian Divestiture Activities*

On December 30, 2024, we completed the sale of our Canadian retail disposal group for an adjusted purchase price consisting of a cash payment of $9 million, received upon closing, and a note of $120 million, measured at fair value and accruing interest upon satisfaction of certain conditions, and payable to the Company at the end of six years.

We recorded a charge of $667 million for the year ended March 31, 2025 in total operating expenses to remeasure the Canadian retail disposal group to fair value less costs to sell.

The remeasurement adjustment includes a $48 million loss related to the accumulated other comprehensive loss balances associated with the disposal group.

- During the year ended March 31, 2025, we onboarded a new strategic partner within our U.S. Pharmaceutical segment;

- During fiscal 2025, we completed the sale of our Canadian retail disposal group and total operating expenses for the year ended March 31, 2025 includes fair value remeasurement charges of $667 million;

- For the year ended March 31, 2025, we recorded restructuring charges of $298 million related to an enterprise-wide initiative to drive operational efficiencies as further described in the “Restructuring Initiatives” section of [“Overview of Consolidated Results”](#i1932fa7793c44d66a2130ab3bdd1dc53_118) below;

- For the year ended March 31, 2025, we recognized a net gain of $100 million related to a recapitalization event of one of our investments in equity securities which resulted in an increase to the carrying value of this investment as discussed in [Financial Note 15, “Fair Value Measurements,”](#i1932fa7793c44d66a2130ab3bdd1dc53_247) to the consolidated financial statements included in this Annual Report;

*•*On September 10, 2024, we completed a public offering of 4.25% Notes due September 15, 2029 (the “2029 Notes”) in a principal amount of $500 million.

Proceeds received from this note issuance, net of discounts and offering expenses were approximately $496 million;

- During the year ended March 31, 2025, we utilized the net proceeds from the issuance of the 2029 Notes, along with cash on hand, to redeem our $500 million outstanding principal amount of 5.25% Notes due February 15, 2026 (the “2026 Notes”) prior to maturity; and

| [Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7) | | | [MD&A Index](#i1932fa7793c44d66a2130ab3bdd1dc53_103) | | |

Rite Aid's restructuring plan was approved by the court and the company successfully emerged from bankruptcy in August 2024.

During the year ended March 31, 2025, we reassessed our initial estimates made in conjunction with the previously reserved prepetition balances, including cash received during the period, resulting in a reversal of $206 million recorded within “Selling, distribution, general, and administrative expenses” in our Consolidated Statements of Operations and included within our U.S. Pharmaceutical segment.

During the year ended March 31, 2025, we released $237 million of allowance for doubtful accounts against trade accounts receivables, representing the write-off of uncollectible receivables related to the Rite Aid provision in the Consolidated Balance Sheet.

On May 5, 2025, Rite Aid filed a second voluntary petition under Chapter 11 of the Bankruptcy Code.

| [Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7) | | | [MD&A Index](#i1932fa7793c44d66a2130ab3bdd1dc53_103) | | |

bp - basis point

| [Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7) | | | [MD&A Index](#i1932fa7793c44d66a2130ab3bdd1dc53_103) | | |

This revenue growth was also favorably impacted by higher pharmaceutical distribution volumes in our International segment.

Gross profit for the year ended March 31, 2025 was impacted by an inventory impairment charge of $58 million related to restructuring initiatives to drive operational efficiencies and increase cost optimization efforts as discussed in [Financial Note 3, “Restructuring, Impairment, and Related Charges, Net,”](#i1932fa7793c44d66a2130ab3bdd1dc53_205) to the consolidated financial statements in this Annual Report.

We recorded this amount related to impairment of inventories within "Cost of sales" in the Consolidated Statements of Operations within our U.S. Pharmaceutical segment.

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

| [Executive Summary](#i7132d51b6f264327b1502f1ca43570cf_103) | | | [32](#i7132d51b6f264327b1502f1ca43570cf_103) | | |

| [Foreign Operations](#i7132d51b6f264327b1502f1ca43570cf_118) | | | [42](#i7132d51b6f264327b1502f1ca43570cf_118) | | |

| [Business Combinations](#i7132d51b6f264327b1502f1ca43570cf_121) | | | [43](#i7132d51b6f264327b1502f1ca43570cf_121) | | |

| [Fiscal 202](#i7132d51b6f264327b1502f1ca43570cf_124)[5](#i7132d51b6f264327b1502f1ca43570cf_124) [Outlook](#i7132d51b6f264327b1502f1ca43570cf_124) | | | [43](#i7132d51b6f264327b1502f1ca43570cf_124) | | |

During fiscal 2023, we completed transactions to sell certain of our businesses in the European Union (“E.U. disposal group”), and our retail and distribution businesses in the United Kingdom (“U.K. disposal group”).

*•*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.

- 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.

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.

The plaintiffs in these actions have included state attorneys general, county and municipal governments, tribal nations, hospitals, health and welfare funds, third-party payors, and individuals.

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.

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.

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.

Legislative Developments

On August 16, 2022, the U.S. government enacted the Inflation Reduction Act of 2022 (the “IRA”).

Among other provisions, the IRA includes a 15% corporate minimum tax, a 1% excise tax on certain repurchases of an entity’s own common stock after December 31, 2022, and various drug pricing reforms.

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.

COVID-19

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.

In the second quarter of fiscal 2024, we began transitioning the distribution of COVID-19 vaccines to commercial channels, the results of which are included primarily within our U.S. Pharmaceutical and Medical-Surgical Solutions segments.

The impacts from COVID-19 related items were not material to revenues and operating profit for fiscal 2024.

| Income from continuing operations | | | 3,160 | | | | | | 3,725 | | | | | | | | | | | | (15) | | | | | | | | | | | |

| Loss from discontinued operations, net of tax | | | — | | | | | | (3) | | | | | | | | | | | | (100) | | | | | | | | | | | |

| Continuing operations | | | $ | 22.39 | | | | | $ | 25.05 | | | | | | | | | | | (11) | | | % | | | | | | | | |

| Discontinued operations | | | — | | | | | | (0.02) | | | | | | | | | | | | (100) | | | | | | | | | | | |

| Total | | | $ | 22.39 | | | | | $ | 25.03 | | | | | | | | | | | (11) | | | % | | | | | | | | |

bp - basis points

This revenue growth was partially offset by lower revenues in our International segment driven by the completed divestitures of our E.U. disposal group.

These increases were partially offset by the completed divestiture of our E.U. disposal group in our International segment.

Fiscal 2023

- SDG&A reflects lower operating expenses due to the completed divestitures of our U.K. and E.U. disposal groups in April 2022 and October 2022, respectively;

- SDG&A includes net credits of $66 million associated with the divestiture of our E.U. disposal group in October 2022; and

At March 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] we had [removed: $4.6] [added: $5.7] billion and [removed: $4.7] [added: $4.6] billion, respectively, in cash and cash equivalents.

At March 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] we also had fixed-to-floating interest rate swaps with a total notional amount of [added: $750 million and] $1.3 [removed: billion.][added: billion, respectively.]

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 have resulted in a favorable impact of [removed: $4] [added: $8] million and [removed: $7] [added: $4] million to our earnings in fiscal [removed: 2024] [added: 2025] and fiscal [removed: 2023,] [added: 2024,] respectively.

Refer to [removed: Financial Note 2, “Business] [added: [Financial](#i1932fa7793c44d66a2130ab3bdd1dc53_193) [Note 2](#i1932fa7793c44d66a2130ab3bdd1dc53_193)[, “](#i1932fa7793c44d66a2130ab3bdd1dc53_193)[Business] Acquisitions and [removed: Divestitures,”] [added: Divestitures](#i1932fa7793c44d66a2130ab3bdd1dc53_193)[,”](#i1932fa7793c44d66a2130ab3bdd1dc53_193)] to the consolidated financial statements included in this Annual Report for more information on these divestitures.

Refer to [removed: Financial Note 14, “Hedging Activities,”] [added: [Financial](#i1932fa7793c44d66a2130ab3bdd1dc53_244) [Note 14](#i1932fa7793c44d66a2130ab3bdd1dc53_244)[, “](#i1932fa7793c44d66a2130ab3bdd1dc53_244)[Hedging Activities](#i1932fa7793c44d66a2130ab3bdd1dc53_244)[,”](#i1932fa7793c44d66a2130ab3bdd1dc53_244)] to the consolidated financial statements included in this Annual Report for more information on our cross-currency swaps.

At March 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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: 2024] [added: 2025] or fiscal [removed: 2023.][added: 2024.]

Refer to [removed: Financial Note 1, “Significant] [added: [Financial](#i1932fa7793c44d66a2130ab3bdd1dc53_190) [Note 1](#i1932fa7793c44d66a2130ab3bdd1dc53_190)[, “](#i1932fa7793c44d66a2130ab3bdd1dc53_190)[Significant] Accounting [removed: Policies,”] [added: Policies](#i1932fa7793c44d66a2130ab3bdd1dc53_190)[,”](#i1932fa7793c44d66a2130ab3bdd1dc53_190)] under the section “*Foreign Currency Translation*” for more information regarding our exposure to transactional gains and losses.

| [Table of [removed: Contents](#i7132d51b6f264327b1502f1ca43570cf_7)] [added: Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7)] | | | [Item 8 [removed: Index](#i7132d51b6f264327b1502f1ca43570cf_154)] [added: Index](#i1932fa7793c44d66a2130ab3bdd1dc53_163)] | | |

In September 2024, we announced an agreement to sell our Rexall and Well.ca businesses in Canada (“Canadian retail disposal group”).

We completed the sale of the Canadian retail disposal group on December 30, 2024.

| [Business [removed: Segments](#i7132d51b6f264327b1502f1ca43570cf_19)] [added: Segments](#i1932fa7793c44d66a2130ab3bdd1dc53_19)] | | | [removed: [4](#i7132d51b6f264327b1502f1ca43570cf_19)] [added: [4](#i1932fa7793c44d66a2130ab3bdd1dc53_19)] | | |

| [U.S. [removed: Pharmaceutical](#i7132d51b6f264327b1502f1ca43570cf_22)] [added: Pharmaceutical](#i1932fa7793c44d66a2130ab3bdd1dc53_22)] | | | [removed: [4](#i7132d51b6f264327b1502f1ca43570cf_22)] [added: [4](#i1932fa7793c44d66a2130ab3bdd1dc53_22)] | | |

| [Prescription Technology [removed: Solutions](#i7132d51b6f264327b1502f1ca43570cf_25)] [added: Solutions](#i1932fa7793c44d66a2130ab3bdd1dc53_25)] | | | [removed: [7](#i7132d51b6f264327b1502f1ca43570cf_25)] [added: [7](#i1932fa7793c44d66a2130ab3bdd1dc53_25)] | | |

| [Medical-Surgical [removed: Solutions](#i7132d51b6f264327b1502f1ca43570cf_28)] [added: Solutions](#i1932fa7793c44d66a2130ab3bdd1dc53_28)] | | | [removed: [7](#i7132d51b6f264327b1502f1ca43570cf_28)] [added: [7](#i1932fa7793c44d66a2130ab3bdd1dc53_28)] | | |

| [Investments, Restructuring, Business Combinations, and [removed: Divestitures](#i7132d51b6f264327b1502f1ca43570cf_34)] [added: Divestitures](#i1932fa7793c44d66a2130ab3bdd1dc53_34)] | | | [removed: [8](#i7132d51b6f264327b1502f1ca43570cf_34)] [added: [8](#i1932fa7793c44d66a2130ab3bdd1dc53_34)] | | |

| [Patents, Trademarks, Copyrights, and [removed: Licenses](#i7132d51b6f264327b1502f1ca43570cf_40)] [added: Licenses](#i1932fa7793c44d66a2130ab3bdd1dc53_40)] | | | [removed: [8](#i7132d51b6f264327b1502f1ca43570cf_40)] [added: [8](#i1932fa7793c44d66a2130ab3bdd1dc53_40)] | | |

| [Human [removed: Capital](#i7132d51b6f264327b1502f1ca43570cf_43)] [added: Capital](#i1932fa7793c44d66a2130ab3bdd1dc53_43)] | | | [removed: [9](#i7132d51b6f264327b1502f1ca43570cf_43)] [added: [9](#i1932fa7793c44d66a2130ab3bdd1dc53_43)] | | |

| [Government [removed: Regulation](#i7132d51b6f264327b1502f1ca43570cf_46)] [added: Regulation](#i1932fa7793c44d66a2130ab3bdd1dc53_46)] | | | [removed: [10](#i7132d51b6f264327b1502f1ca43570cf_46)] [added: [9](#i1932fa7793c44d66a2130ab3bdd1dc53_46)] | | |

| [Other Information about the [removed: Business](#i7132d51b6f264327b1502f1ca43570cf_49)] [added: Business](#i1932fa7793c44d66a2130ab3bdd1dc53_49)] | | | [removed: [13](#i7132d51b6f264327b1502f1ca43570cf_49)] [added: [12](#i1932fa7793c44d66a2130ab3bdd1dc53_49)] | | |

| [Forward-Looking [removed: Statements](#i7132d51b6f264327b1502f1ca43570cf_52)] [added: Statements](#i1932fa7793c44d66a2130ab3bdd1dc53_52)] | | | [removed: [13](#i7132d51b6f264327b1502f1ca43570cf_52)] [added: [12](#i1932fa7793c44d66a2130ab3bdd1dc53_52)] | | |

| [Table of [removed: Contents](#i7132d51b6f264327b1502f1ca43570cf_7)] [added: Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7)] | | | [Item 1 [removed: Index](#i7132d51b6f264327b1502f1ca43570cf_13)] [added: Index](#i1932fa7793c44d66a2130ab3bdd1dc53_13)] | | |

This segment [added: also] provides practice management, technology, clinical support, and business solutions to community-based oncology and other specialty practices.

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

RxTS [removed: also] offers [added: technology services, which includes electronic prior authorization,] prescription price transparency, benefit insight, [added: and] dispensing support services, [removed: as well as] [added: in addition to] third-party logistics and wholesale distribution support designed to benefit stakeholders.

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

- Health Mart® – A national network of approximately [removed: 4,500] [added: 4,400] independently-owned pharmacies and one of the industry’s most comprehensive pharmacy franchise programs.

- Health Mart Atlas® [added: and Atlas Specialty] – Comprehensive managed care services that [added: connect the continuum of care to] help community [removed: pharmacies] [added: pharmacies, health systems and physician practices] save time, access competitive reimbursement rates, and improve cash flow.

- [removed: Outpatient] [added: Outpatient, Retail,] and Specialty Pharmacy – A portfolio of services and solutions customized to each customer’s business and clinical strategy.

Its comprehensive solution suites [added: and technology services] span across the entire patient journey, including medication access and affordability, prescription decision support, prescription price transparency, benefit insight and dispensing support services, as well as third-party logistics and wholesale distribution support, to help increase speed to therapy, reduce prescription abandonment, and support improved health outcomes for the patient.

In the past year, RxTS helped patients save more than [removed: $8.8] [added: $10] billion on brand and specialty medications, helped to prevent an estimated [removed: 10.7] [added: 12] million prescriptions from being abandoned due to affordability challenges, and helped patients access their medicine more than [removed: 94] [added: 100] million times.

Our more than [removed: 285,000] [added: 340,000] customers include physician offices, surgery centers, post-acute care facilities, hospital reference labs, and home health agencies.

The Canada retail business includes approximately 2,700 banner pharmacies under the IDA®, Guardian®, The Medicine Shoppe®, Remedy’sRx®, Proxim®, and Uniprix® [removed: banners, and approximately 400 owned pharmacies under the RexallTM brand where we provide patients with greater choice and access, integrated pharmacy care and industry-leading service levels.][added: banners.]

Refer to [removed: Financial Note 2, “Business] [added: [Financial](#i1932fa7793c44d66a2130ab3bdd1dc53_193) [Note 2](#i1932fa7793c44d66a2130ab3bdd1dc53_193)[, “](#i1932fa7793c44d66a2130ab3bdd1dc53_193)[Business] Acquisitions and [removed: Divestitures,”] [added: Divestitures](#i1932fa7793c44d66a2130ab3bdd1dc53_193)[,”](#i1932fa7793c44d66a2130ab3bdd1dc53_193)] to the consolidated financial statements included in this Annual Report for additional information on our European divestitures.

These initiatives are detailed in [removed: Financial Note 2, “Business] [added: [Financial](#i1932fa7793c44d66a2130ab3bdd1dc53_193) [Note 2](#i1932fa7793c44d66a2130ab3bdd1dc53_193)[, “](#i1932fa7793c44d66a2130ab3bdd1dc53_193)[Business] Acquisitions and [removed: Divestitures,”] [added: Divestitures](#i1932fa7793c44d66a2130ab3bdd1dc53_193)[,](#i1932fa7793c44d66a2130ab3bdd1dc53_193)”] and [removed: Financial Note 3, “Restructuring,] [added: [Financial](#i1932fa7793c44d66a2130ab3bdd1dc53_205) [Note 3](#i1932fa7793c44d66a2130ab3bdd1dc53_205)[, “](#i1932fa7793c44d66a2130ab3bdd1dc53_205)[Restructuring,] Impairment, and Related Charges, [removed: Net,”] [added: Net](#i1932fa7793c44d66a2130ab3bdd1dc53_205)[,”](#i1932fa7793c44d66a2130ab3bdd1dc53_205)] to the consolidated financial statements included in this Annual Report.

Our Medical-Surgical Solutions segment [removed: provides medical-surgical supply distribution, logistics, and other services to healthcare providers, including physician offices, surgery centers, nursing homes, hospital reference labs, home health care agencies, and other alternative sites with] [added: experiences] competition from a wide range of national and regional medical supply and equipment distributors throughout the U.S.

As of March 31, [removed: 2024,] [added: 2025,] we had approximately [removed: 51,000] [added: 45,000] employees worldwide, which includes [removed: 6,000] [added: 2,000] part-time employees.

We had approximately [removed: 35,000] [added: 36,000] employees in the U.S., [removed: 13,000] [added: 5,000] employees in Canada, and [removed: 3,000] [added: 4,000] employees in [removed: Europe.][added: the rest of the world.]

We also offer [added: all] employees the opportunity to join employee resource groups (“ERGs”), which are voluntary, employee-led, company-sponsored networks that aim to make a positive impact on our employees’ lives.

Our ERGs focus on helping employees make authentic connections, [removed: share and affirm their identities] [added: celebrate] and [removed: perspectives,] [added: learn from each other,] showcase leadership skills and find ways to nurture and support belonging and empowerment.

[removed: Every day, we bring our employee value proposition to life by taking] [added: We take] 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.

[removed: Today, our] [added: Our] I2CARE values (Integrity, Inclusion, Customer-First, Accountability, Respect, Excellence) and ILEAD leadership behaviors (Inspire, Leverage, Execute, Advance, Develop) [removed: continue to stand the test of time and remain] [added: are] 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.

*Investment in Employees:* [removed: As an industry leader, we] [added: We] are committed to investing in our [removed: people,] [added: employees,] so that they, in turn, can focus on [removed: making better health possible] [added: furthering our purpose of Advancing Health Outcomes] for [removed: people everywhere.][added: All®.]

We [removed: are committed to nurturing a culture of wellbeing that empowers our] [added: offer] employees [removed: to be at their best, including offering] health and wellness benefits [removed: to advance their] [added: focused on] physical, mental, and social well-being, savings programs to help prepare them for retirement and flexible work arrangements, [removed: among] [added: and] other [removed: offerings, when possible.][added: offerings.]

[removed: To support growth and career development, we] [added: We also] offer employees regular training, coaching, and 360-degree assessments, and financial assistance programs for higher education opportunities.

Our compensation philosophy is rooted in a [removed: commitment to our people by offering a] fair and transparent program that regularly [removed: assesses the competitive job] [added: conducts benchmarking to assess] market [added: rates for talent,] based on geography and [removed: cost of labor.][added: other factors.]

[removed: As we strive to become the best place to work in healthcare, we actively seek] [added: We solicit] employee feedback through annual and mid-year employee opinion surveys, which assesses our employees’ levels of engagement, commitment and overall satisfaction using industry benchmarks, and then design action plans to improve those metrics.

*Health and [removed: Safety:*] [added: Safety*:] Our security and safety teams employ systems designed to continually monitor our facilities and work environment to help identify and prevent or mitigate [removed: potential] risks.

This includes having procedures [removed: in place] and investing in equipment for both physical and electronic security.

We operate in many highly regulated [removed: industries] [added: environments] and are subject to oversight by various federal, state, and local governmental entities in the U.S. and elsewhere.

We incur significant expense and make large capital expenditures and investments to enable us to comply with [removed: regulations] [added: laws] and guidance promulgated by governmental entities.

| [General](#i1932fa7793c44d66a2130ab3bdd1dc53_16) | | | [3](#i1932fa7793c44d66a2130ab3bdd1dc53_16) | | |

| [International](#i1932fa7793c44d66a2130ab3bdd1dc53_31) | | | [7](#i1932fa7793c44d66a2130ab3bdd1dc53_31) | | |

| [Competition](#i1932fa7793c44d66a2130ab3bdd1dc53_37) | | | [8](#i1932fa7793c44d66a2130ab3bdd1dc53_37) | | |

During fiscal 2025, we completed the sale of Rexall and Well.ca businesses in Canada.

Refer to [Financial Note 2, “Business Acquisitions and Divestitures,”](#i1932fa7793c44d66a2130ab3bdd1dc53_193), to the consolidated financial statements included in this Annual Report for more information.

| [Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7) | | | [Item 1 Index](#i1932fa7793c44d66a2130ab3bdd1dc53_13) | | |

Health Mart provides solutions for franchisees to promote excellence in business operations, team development, patient health, marketing and merchandising, and protects financial health through proactive audit support.

- McKesson Amplify – Provides resources for state pharmacy associations in all 50 states, including dedicated support funding, resources, and opportunities to participate in best practice sharing consortia.

The funding helps to support advocacy initiatives that address the unique challenges faced by independent pharmacies and promote their sustainability and growth.

| [Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7) | | | [Item 1 Index](#i1932fa7793c44d66a2130ab3bdd1dc53_13) | | |

- Professional and Advisory Services – Comprehensive suite of advisory and consulting services designed to support health system business of pharmacy initiatives, including patient care, business operations, ambulatory services, inpatient operations, data and digitization, pharmacy workforce management, leadership, and compliance with safety, quality, and regulatory standards.

Specialized consulting areas include 340B optimization, orphan drug support and retail pharmacy payer solutions.

| [Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7) | | | [Item 1 Index](#i1932fa7793c44d66a2130ab3bdd1dc53_13) | | |

In May 2025, the Company announced its intention to separate this segment into an independent company.

Our International segment includes operations in Canada and Norway.

During fiscal 2025, we completed the previously announced transaction to sell our Rexall and Well.ca businesses.

This divestiture is further described in [Financial](#i1932fa7793c44d66a2130ab3bdd1dc53_193) [Note 2](#i1932fa7793c44d66a2130ab3bdd1dc53_193)[, “](#i1932fa7793c44d66a2130ab3bdd1dc53_193)[Business Acquisitions and Divestitures](#i1932fa7793c44d66a2130ab3bdd1dc53_193)[,”](#i1932fa7793c44d66a2130ab3bdd1dc53_193) to the consolidated financial statements included in this Annual Report.

| [Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7) | | | [Item 1 Index](#i1932fa7793c44d66a2130ab3bdd1dc53_13) | | |

We consider our largest competitors in distribution, wholesaling, and logistics to be Cencora, Inc. and Cardinal Health, Inc.

| [Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7) | | | [Item 1 Index](#i1932fa7793c44d66a2130ab3bdd1dc53_13) | | |

Each ERG is non-exclusive and open to every employee.

We seek to attract and retain the best talent through competitive compensation and pay for performance, while prioritizing recognition of merit and compliance with laws.

The regulatory framework affecting our business and industry is continuously evolving and influenced by conditions such as public policy developments; shifts in governmental priorities, initiatives, and focus areas, including due to changes in federal, state, and local representation; and varied interpretations of laws and agency rulemaking conventions.

These conditions create uncertainties for our business, and we are unable to predict the impact of future changes to the regulatory framework, or any prolonged uncertainty, on our operations and compliance costs.

| [Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7) | | | [Item 1 Index](#i1932fa7793c44d66a2130ab3bdd1dc53_13) | | |

| [Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7) | | | [Item 1 Index](#i1932fa7793c44d66a2130ab3bdd1dc53_13) | | |

In October 2024, the FDA extended the compliance deadlines for the DSCSA interoperable unit-level traceability requirements to May 27, 2025, for manufacturers, August 27, 2025 for distributors, and November 27, 2025 for dispensers.

The FDA stated that these extensions apply to trading partners who meet certain conditions.

The Company believes its businesses are eligible for the extensions.

Additionally, federal and state governments may adopt other laws intended to protect the integrity of the supply chain, and those laws could affect our distribution business.

For example, the Federal Trade Commission (“FTC”) and HHS issued a request for public comment in 2024 on how the practices of pharmaceutical wholesalers and group purchasing organizations impact generic drug shortages.

Various industry stakeholders responded to this request, but no further action has been taken by the FTC or HHS.

There is also an emerging trend of governmental entities proposing and providing regulatory guidance related to AI, including generative AI.

If we or our third-party providers are restricted from using AI as a result of any regulatory views, laws or other measures, it could impact our operations, increase our compliance expense and burden, and cause us to incur costs to replace or modify our use of AI.

| [Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7) | | | [Item 1 Index](#i1932fa7793c44d66a2130ab3bdd1dc53_13) | | |

*Antitrust Laws*: Antitrust and competition laws in the U.S. and elsewhere prohibit types of conduct deemed to be anti-competitive.

Antitrust enforcement in the healthcare industry remains a focus of the FTC and the U.S. Department of Justice.

Some of our strategic transactions may require review by competition regulators, with inherent delays.

Violations of the antitrust laws can result in sanctions and other adverse actions, including criminal and civil penalties.

Private plaintiffs also may bring civil lawsuits for alleged antitrust law violations, including claims for treble damages.

| | | | | | |

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

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

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

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

McKESSON CORPORATION

Health Mart provides franchisees support for operational excellence, managed care contracting, marketing, merchandising solutions, and clinical programs to enhance patient care.

- RxO Advisory Services – A suite of supply chain management, pharmacy optimization, and 340B program advisory services driven by data and analytics.

- Patient Assistance Solutions – Technologies and services that enable health systems and providers to better financially support their patients and community benefit programs.

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

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.

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

Our operations in Canada also support better, safer patient care by delivering vital medicines, supplies, and information technology solutions to customers, and through several retail health and wellness brands, across Canada.

McKesson Canada also owns and operates Well.caTM, a leading Canadian online health and wellness retailer.

We consider our largest competitors in distribution, wholesaling, and logistics to be 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.

Our employees in Europe primarily support our operations in Norway.

*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.

To help strengthen our company, we offer various learning opportunities, such as our company-wide inclusion curriculum and additional initiatives to recognize, value and leverage the diversity of our workforce, enhance the inclusiveness of our culture and candidly discuss important topics happening in the world around us.

Our 11 ERGs provide a sense of community and insights into the perspectives and experiences across different ethnicities, genders, generations, abilities, and/or military/veteran status, as well as supporting members and allies of the LGBTQIA+ community.

At March 31, 2024, women and people of color represented the following:

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

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

| | | | McKesson Overall | | | | | | McKesson Leadership (2) | | |

| Metric (1) | | | | | | | | | | | |

| Women | | | 62 | | % | | | | 43 | | % |

| People of Color (3) (4) | | | 49 | | % | | | | 28 | | % |

(1)The data for our metrics is derived from our voluntary self-identification process as of March 31, 2024 and therefore represents our best estimate at this time.

(2)Represents our leadership at the vice president level and above.

(3)Represents U.S. employees only because the data for Canada and Europe is not available.

(4)People of Color includes the following self-identification categories: American Indian or Alaska Native, Asian, Black or African American, Hispanic or Latino, Native Hawaiian or Other Pacific Islander, or Two or More Races.

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.

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®.

To provide compensation that is focused on attracting and retaining talent with the skills and experience necessary for a specific role, our compensation program is built on a set of quantifiable factors defined by our guiding principles of internal equity, market competitiveness and pay for performance.

We operate in several countries and our benefits vary accordingly.

We use external resources to provide competitive benchmarking analyses against other companies and set pay ranges around the median of the competitive market.

As part of our commitment to pay transparency, the majority of our employees can view the competitive base pay range for their roles as well as for internal and external job postings.

Also, the pay range for external job postings is included on McKesson’s website (www.mckesson.com under the “Careers” caption).

We routinely assess facilities to closely monitor adherence to established security and safety standards.

If we identify a vulnerability, it is documented, and the facility prepares an action plan.

Certain legal proceedings in which we are involved are discussed in [removed: Financial Note 17, “Commitments] [added: [Financial](#i1932fa7793c44d66a2130ab3bdd1dc53_253) [Note 17](#i1932fa7793c44d66a2130ab3bdd1dc53_253)[, “](#i1932fa7793c44d66a2130ab3bdd1dc53_253)[Commitments] and Contingent [removed: Liabilities,”] [added: Liabilities](#i1932fa7793c44d66a2130ab3bdd1dc53_253)[,”](#i1932fa7793c44d66a2130ab3bdd1dc53_253)] to the consolidated financial statements included in this Annual Report.

[Table of [removed: Contents](#i7132d51b6f264327b1502f1ca43570cf_7)][added: Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7)]

For the fiscal year ended March 31, [removed: 2024][added: 2025]

[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: 2023,] [added: 2024,] was approximately [removed: $57.8] [added: $62.7] billion.

Number of shares of common stock outstanding on April 30, [removed: 2024: 129,985,514][added: 2025: 125,112,236]

Portions of the registrant’s Proxy Statement for its calendar year [removed: 2024] [added: 2025] Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K.

| 1A. | | | [Risk [removed: Factors](#i7132d51b6f264327b1502f1ca43570cf_55)] [added: Factors](#i1932fa7793c44d66a2130ab3bdd1dc53_58)] | | | [removed: [14](#i7132d51b6f264327b1502f1ca43570cf_55)] [added: [13](#i1932fa7793c44d66a2130ab3bdd1dc53_58)] | | |

| 1B. | | | [Unresolved Staff [removed: Comments](#i7132d51b6f264327b1502f1ca43570cf_70)] [added: Comments](#i1932fa7793c44d66a2130ab3bdd1dc53_73)] | | | [removed: [25](#i7132d51b6f264327b1502f1ca43570cf_70)] [added: [24](#i1932fa7793c44d66a2130ab3bdd1dc53_73)] | | |

| 1C. | | | [removed: [Cybersecurity](#i7132d51b6f264327b1502f1ca43570cf_2493)] [added: [Cybersecurity](#i1932fa7793c44d66a2130ab3bdd1dc53_76)] | | | [removed: [25](#i7132d51b6f264327b1502f1ca43570cf_2493)] [added: [24](#i1932fa7793c44d66a2130ab3bdd1dc53_76)] | | |

| 3. | | | [Legal [removed: Proceedings](#i7132d51b6f264327b1502f1ca43570cf_76)] [added: Proceedings](#i1932fa7793c44d66a2130ab3bdd1dc53_82)] | | | [removed: [26](#i7132d51b6f264327b1502f1ca43570cf_76)] [added: [26](#i1932fa7793c44d66a2130ab3bdd1dc53_82)] | | |

| 4. | | | [Mine Safety [removed: Disclosures](#i7132d51b6f264327b1502f1ca43570cf_79)] [added: Disclosures](#i1932fa7793c44d66a2130ab3bdd1dc53_85)] | | | [removed: [26](#i7132d51b6f264327b1502f1ca43570cf_79)] [added: [26](#i1932fa7793c44d66a2130ab3bdd1dc53_85)] | | |

| | | | [Information about our Executive [removed: Officers](#i7132d51b6f264327b1502f1ca43570cf_82)] [added: Officers](#i1932fa7793c44d66a2130ab3bdd1dc53_88)] | | | [removed: [27](#i7132d51b6f264327b1502f1ca43570cf_82)] [added: [27](#i1932fa7793c44d66a2130ab3bdd1dc53_88)] | | |

| 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#i7132d51b6f264327b1502f1ca43570cf_88)] [added: Securities](#i1932fa7793c44d66a2130ab3bdd1dc53_94)] | | | [removed: [28](#i7132d51b6f264327b1502f1ca43570cf_88)] [added: [28](#i1932fa7793c44d66a2130ab3bdd1dc53_94)] | | |

| 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i7132d51b6f264327b1502f1ca43570cf_94)] [added: Operations](#i1932fa7793c44d66a2130ab3bdd1dc53_103)] | | | [removed: [31](#i7132d51b6f264327b1502f1ca43570cf_94)] [added: [31](#i1932fa7793c44d66a2130ab3bdd1dc53_103)] | | |

| 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i7132d51b6f264327b1502f1ca43570cf_151)] [added: Risk](#i1932fa7793c44d66a2130ab3bdd1dc53_160)] | | | [removed: [54](#i7132d51b6f264327b1502f1ca43570cf_151)] [added: [54](#i1932fa7793c44d66a2130ab3bdd1dc53_160)] | | |

| 8. | | | [Financial Statements and Supplementary [removed: Data](#i7132d51b6f264327b1502f1ca43570cf_154)] [added: Data](#i1932fa7793c44d66a2130ab3bdd1dc53_163)] | | | [removed: [55](#i7132d51b6f264327b1502f1ca43570cf_154)] [added: [55](#i1932fa7793c44d66a2130ab3bdd1dc53_163)] | | |

| 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i7132d51b6f264327b1502f1ca43570cf_265)] [added: Disclosure](#i1932fa7793c44d66a2130ab3bdd1dc53_274)] | | | [removed: [126](#i7132d51b6f264327b1502f1ca43570cf_265)] [added: [124](#i1932fa7793c44d66a2130ab3bdd1dc53_274)] | | |

| 9A. | | | [Controls and [removed: Procedures](#i7132d51b6f264327b1502f1ca43570cf_268)] [added: Procedures](#i1932fa7793c44d66a2130ab3bdd1dc53_277)] | | | [removed: [126](#i7132d51b6f264327b1502f1ca43570cf_268)] [added: [124](#i1932fa7793c44d66a2130ab3bdd1dc53_277)] | | |

| 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i7132d51b6f264327b1502f1ca43570cf_274)] [added: Inspections](#i1932fa7793c44d66a2130ab3bdd1dc53_283)] | | | [removed: [126](#i7132d51b6f264327b1502f1ca43570cf_274)] [added: [125](#i1932fa7793c44d66a2130ab3bdd1dc53_283)] | | |

| 10. | | | [Directors, Executive Officers, and Corporate [removed: Governance](#i7132d51b6f264327b1502f1ca43570cf_280)] [added: Governance](#i1932fa7793c44d66a2130ab3bdd1dc53_289)] | | | [removed: [126](#i7132d51b6f264327b1502f1ca43570cf_280)] [added: [125](#i1932fa7793c44d66a2130ab3bdd1dc53_289)] | | |

| 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i7132d51b6f264327b1502f1ca43570cf_286)] [added: Matters](#i1932fa7793c44d66a2130ab3bdd1dc53_295)] | | | [removed: [127](#i7132d51b6f264327b1502f1ca43570cf_286)] [added: [126](#i1932fa7793c44d66a2130ab3bdd1dc53_295)] | | |

| 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i7132d51b6f264327b1502f1ca43570cf_289)] [added: Independence](#i1932fa7793c44d66a2130ab3bdd1dc53_301)] | | | [removed: [128](#i7132d51b6f264327b1502f1ca43570cf_289)] [added: [127](#i1932fa7793c44d66a2130ab3bdd1dc53_301)] | | |

| 14. | | | [Principal Accountant Fees and [removed: Services](#i7132d51b6f264327b1502f1ca43570cf_292)] [added: Services](#i1932fa7793c44d66a2130ab3bdd1dc53_304)] | | | [removed: [128](#i7132d51b6f264327b1502f1ca43570cf_292)] [added: [127](#i1932fa7793c44d66a2130ab3bdd1dc53_304)] | | |

| 15. | | | [Exhibits and Financial Statement [removed: Schedule](#i7132d51b6f264327b1502f1ca43570cf_298)] [added: Schedule](#i1932fa7793c44d66a2130ab3bdd1dc53_310)] | | | [removed: [129](#i7132d51b6f264327b1502f1ca43570cf_298)] [added: [128](#i1932fa7793c44d66a2130ab3bdd1dc53_310)] | | |

| [Table of [removed: Contents](#i7132d51b6f264327b1502f1ca43570cf_7)] [added: Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7)] | | | [Item 1 [removed: Index](#i7132d51b6f264327b1502f1ca43570cf_13)] [added: Index](#i1932fa7793c44d66a2130ab3bdd1dc53_13)] | | |

[Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7)

| | | | [PART I](#i1932fa7793c44d66a2130ab3bdd1dc53_10) | | | | | |

| 1. | | | [Business](#i1932fa7793c44d66a2130ab3bdd1dc53_13) | | | [3](#i1932fa7793c44d66a2130ab3bdd1dc53_13) | | |

| 2. | | | [Properties](#i1932fa7793c44d66a2130ab3bdd1dc53_79) | | | [25](#i1932fa7793c44d66a2130ab3bdd1dc53_79) | | |

| | | | [PART II](#i1932fa7793c44d66a2130ab3bdd1dc53_91) | | | | | |

| 6. | | | [Reserved](#i1932fa7793c44d66a2130ab3bdd1dc53_100) | | | [30](#i1932fa7793c44d66a2130ab3bdd1dc53_100) | | |

| 9B. | | | [Other Information](#i1932fa7793c44d66a2130ab3bdd1dc53_280) | | | [124](#i1932fa7793c44d66a2130ab3bdd1dc53_280) | | |

| | | | [PART III](#i1932fa7793c44d66a2130ab3bdd1dc53_286) | | | | | |

| 11. | | | [Executive Compensation](#i1932fa7793c44d66a2130ab3bdd1dc53_292) | | | [126](#i1932fa7793c44d66a2130ab3bdd1dc53_292) | | |

| | | | [PART IV](#i1932fa7793c44d66a2130ab3bdd1dc53_307) | | | | | |

| 16. | | | [Form 10-K Summary](#i1932fa7793c44d66a2130ab3bdd1dc53_319) | | | [134](#i1932fa7793c44d66a2130ab3bdd1dc53_319) | | |

| | | | [Signatures](#i1932fa7793c44d66a2130ab3bdd1dc53_322) | | | [135](#i1932fa7793c44d66a2130ab3bdd1dc53_322) | | |

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

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

| 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) | | |

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

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

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

The Response Plan is routinely [added: tested,] reviewed and updated as appropriate under the leadership of our Chief Information [added: Officer and Chief Technology Officer (“CIO/CTO”) with the assistance of the Company’s Chief Information] Security Officer [removed: (CISO).][added: (“CISO”).]

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

We also engage internal and external assessors, consultants, auditors, and other third parties, to [removed: identify opportunities for improvements to] [added: assess] our [removed: cybersecurity program.][added: RM Program .]

| [Table of [removed: Contents](#i7132d51b6f264327b1502f1ca43570cf_7)] [added: Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7)] | | |

[removed: See] [added: For a discussion of whether and how any risks from cybersecurity threats have affected or, if realized, are reasonably likely to materially affect the Company, 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.

Our [removed: joint Chief Information Officer and Chief Technology Officer (CIO/CTO)] [added: 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.

Our CIO/CTO has more than [removed: 28] [added: 29] years of experience managing technology and [removed: risks] [added: risks,] and advising on cybersecurity issues and our CISO has more than [removed: 20] [added: 21] years of relevant experience, is a Certified Information System Security Professional (CISSP), and a Certified Information Systems Auditor (CISA).

Our Cybersecurity Risk Management Program (“RM Program”) is aligned with the National Institute of Standards and Technology Cybersecurity Framework and other industry best practices.

The RM Program is designed to identify, assess and mitigate material cybersecurity risks.

We have implemented cybersecurity controls designed to protect our systems, data and operations from cybersecurity risks.

Although we believe that we maintain reasonable cybersecurity measures, we recognize that cyber threats continue to evolve, and no system is immune to risk.

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.

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

Information as to material lease commitments is included in [removed: Financial Note 9, “Leases,”] [added: [Financial](#i1932fa7793c44d66a2130ab3bdd1dc53_223) [Note 9](#i1932fa7793c44d66a2130ab3bdd1dc53_223)[, “](#i1932fa7793c44d66a2130ab3bdd1dc53_223)[Leases](#i1932fa7793c44d66a2130ab3bdd1dc53_223)[,](#i1932fa7793c44d66a2130ab3bdd1dc53_223)”] to the consolidated financial statements included in this Annual Report.

Refer to [removed: Financial Note 2, “Business] [added: [Financial](#i1932fa7793c44d66a2130ab3bdd1dc53_193) [Note 2](#i1932fa7793c44d66a2130ab3bdd1dc53_193)[, “](#i1932fa7793c44d66a2130ab3bdd1dc53_193)[Business] Acquisitions and [removed: Divestitures,”] [added: Divestitures](#i1932fa7793c44d66a2130ab3bdd1dc53_193)[,”](#i1932fa7793c44d66a2130ab3bdd1dc53_193)] to the consolidated financial statements included in this Annual Report for more details on our European divestitures.

| | | |

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

| [Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7) | | |

McKESSON CORPORATION

| [Table of [removed: Contents](#i7132d51b6f264327b1502f1ca43570cf_7)] [added: Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7)] | | |

| Brian S. Tyler | | | | | | [removed: 57] [added: 58] | | | | | | 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. | | |

| Britt J. Vitalone | | | | | | [removed: 55] [added: 56] | | | | | | 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. | | |

| LeAnn B. Smith | | | | | | [removed: 49] [added: 50] | | | | | | 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. (retail) from 2018 to 2021. | | |

| Thomas L. Rodgers | | | | | | [removed: 53] [added: 54] | | | | | | 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. | | |

| Michele Lau | | | | | | [removed: 48] [added: 49] | | | | | | 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](#i1932fa7793c44d66a2130ab3bdd1dc53_7) | | |

*Holders:* At March 31, [removed: 2024,] [added: 2025,] there were [removed: 4,160] [added: 3,895] holders of record of our common stock.

*Dividends:* In July [removed: 2023,] [added: 2024,] our quarterly dividend was raised from [removed: $0.54 to] $0.62 [added: to $0.71] per share of common stock for dividends declared on or after such date by the Board.

We declared regular cash dividends of [added: $2.75,] $2.40, [removed: $2.09,] and [removed: $1.83] [added: $2.09] per share for the years ended March 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022,] [added: 2023,] respectively.

[removed: Excise taxes] [added: As] of [removed: $25 million were incurred for the year ended] March 31, [added: 2025 and March 31,] 2024 [added: excise taxes of $26 million] and [added: $25 million were] accrued within “Other accrued liabilities” in the Company’s Consolidated Balance [removed: Sheet] [added: Sheet,] for shares repurchased during [removed: fiscal 2024.][added: the years ended March 31, 2025 and 2024, respectively.]

Refer to [removed: Financial] [added: [Financi](#i1932fa7793c44d66a2130ab3bdd1dc53_259)[al] Note 18, “Stockholders' Equity [removed: (Deficit),”] [added: (Deficit),”](#i1932fa7793c44d66a2130ab3bdd1dc53_259)] 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, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022.][added: 2023.]

| [Table of [removed: Contents](#i7132d51b6f264327b1502f1ca43570cf_7)] [added: Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7)] | | |

The following table provides information on our share repurchases during the fourth quarter of fiscal [removed: 2024:][added: 2025:]

(2)The average price paid per share excludes [removed: $5] [added: $3] million of excise taxes incurred on share repurchases for the three months ended March 31, [removed: 2024.][added: 2025.]

The remaining authorization outstanding for repurchases of common stock excludes [removed: $25] [added: $26] million of excise taxes incurred on share repurchases for the year ended March 31, [removed: 2024.][added: 2025.]

(3)In July [removed: 2022] [added: 2023] and July [removed: 2023,] [added: 2024,] the Board authorized the Company to repurchase up to an additional [removed: $4.0] [added: $6.0] billion and [removed: $6.0] [added: $4.0] billion shares of common stock, respectively, [removed: both of] which have no expiration date.

[removed: ][added: ]

| | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | |

* Assumes $100 invested in McKesson Common Stock and in each index on March 31, [removed: 2019] [added: 2020] and that all dividends are reinvested.

On October 30, 2024, the Company made a payment of $25 million for fiscal 2024 excise taxes previously accrued.

| January 1, 2025 - January 31, 2025 | | | 0.2 | | | | | | $ | 587.77 | | | | | 0.2 | | | | | | $ | 7,635 | |

| February 1, 2025 - February 28, 2025 | | | 0.2 | | | | | | 602.54 | | | | | | 0.2 | | | | | | 7,519 | | |

| March 1, 2025 - March 31, 2025 | | | 0.1 | | | | | | 643.72 | | | | | | 0.1 | | | | | | 7,469 | | |

| Total | | | 0.5 | | | | | | | | | | | | 0.5 | | | | | | | | |

| [Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7) | | |

| McKesson Corporation | | | $ | 100.00 | | | | | $ | 145.67 | | | | | $ | 230.55 | | | | | $ | 269.71 | | | | | $ | 408.88 | | | | | $ | 514.93 | |

| S&P 500 Index | | | $ | 100.00 | | | | | $ | 156.35 | | | | | $ | 180.81 | | | | | $ | 166.84 | | | | | $ | 216.69 | | | | | $ | 234.57 | |

| S&P 500 Health Care Index | | | $ | 100.00 | | | | | $ | 134.04 | | | | | $ | 159.63 | | | | | $ | 153.73 | | | | | $ | 178.46 | | | | | $ | 179.18 | |

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

| 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 | | | | | | | | |

| 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 | |

| [Table of [removed: Contents](#i7132d51b6f264327b1502f1ca43570cf_7)] [added: Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7)] | | | [MD&A [removed: Index](#i7132d51b6f264327b1502f1ca43570cf_94)] [added: Index](#i1932fa7793c44d66a2130ab3bdd1dc53_103)] | | |

| [Management's Annual Report on Internal Control Over Financial [removed: Reporting](#i7132d51b6f264327b1502f1ca43570cf_157)] [added: Reporting](#i1932fa7793c44d66a2130ab3bdd1dc53_166)] | | | [removed: [56](#i7132d51b6f264327b1502f1ca43570cf_157)] [added: [56](#i1932fa7793c44d66a2130ab3bdd1dc53_166)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i7132d51b6f264327b1502f1ca43570cf_160)] [added: Firm](#i1932fa7793c44d66a2130ab3bdd1dc53_169)] | | | [removed: [57](#i7132d51b6f264327b1502f1ca43570cf_160)] [added: [57](#i1932fa7793c44d66a2130ab3bdd1dc53_169)] | | |

| [Consolidated Statements of Operations for the years ended March 31, [removed: 202](#i7132d51b6f264327b1502f1ca43570cf_163)[4](#i7132d51b6f264327b1502f1ca43570cf_163)[, 202](#i7132d51b6f264327b1502f1ca43570cf_163)[3](#i7132d51b6f264327b1502f1ca43570cf_163)[,] [added: 2025, 2024,] and [removed: 202](#i7132d51b6f264327b1502f1ca43570cf_163)[2](#i7132d51b6f264327b1502f1ca43570cf_163)] [added: 2023](#i1932fa7793c44d66a2130ab3bdd1dc53_172)] | | | [removed: [60](#i7132d51b6f264327b1502f1ca43570cf_163)] [added: [60](#i1932fa7793c44d66a2130ab3bdd1dc53_172)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i7132d51b6f264327b1502f1ca43570cf_166) [for] [added: Income for] the years ended March 31, [removed: 202](#i7132d51b6f264327b1502f1ca43570cf_166)[4](#i7132d51b6f264327b1502f1ca43570cf_166)[, 202](#i7132d51b6f264327b1502f1ca43570cf_166)[3](#i7132d51b6f264327b1502f1ca43570cf_166)[,] [added: 2025, 2024,] and [removed: 202](#i7132d51b6f264327b1502f1ca43570cf_166)[2](#i7132d51b6f264327b1502f1ca43570cf_166)] [added: 2023](#i1932fa7793c44d66a2130ab3bdd1dc53_175)] | | | [removed: [61](#i7132d51b6f264327b1502f1ca43570cf_166)] [added: [61](#i1932fa7793c44d66a2130ab3bdd1dc53_175)] | | |

| [Consolidated Balance Sheets as of March 31, [removed: 202](#i7132d51b6f264327b1502f1ca43570cf_169)[4](#i7132d51b6f264327b1502f1ca43570cf_169) [and 202](#i7132d51b6f264327b1502f1ca43570cf_169)[3](#i7132d51b6f264327b1502f1ca43570cf_169)] [added: 2025 and 2024](#i1932fa7793c44d66a2130ab3bdd1dc53_178)] | | | [removed: [62](#i7132d51b6f264327b1502f1ca43570cf_169)] [added: [62](#i1932fa7793c44d66a2130ab3bdd1dc53_178)] | | |

| [Consolidated Statements of Stockholders’ Equity (Deficit) for the years ended March 31, [removed: 202](#i7132d51b6f264327b1502f1ca43570cf_172)[4](#i7132d51b6f264327b1502f1ca43570cf_172)[, 202](#i7132d51b6f264327b1502f1ca43570cf_172)[3](#i7132d51b6f264327b1502f1ca43570cf_172)[,] [added: 2025, 2024,] and [removed: 202](#i7132d51b6f264327b1502f1ca43570cf_172)[2](#i7132d51b6f264327b1502f1ca43570cf_172)] [added: 2023](#i1932fa7793c44d66a2130ab3bdd1dc53_181)] | | | [removed: [63](#i7132d51b6f264327b1502f1ca43570cf_172)] [added: [63](#i1932fa7793c44d66a2130ab3bdd1dc53_181)] | | |

| [Consolidated Statements of Cash Flows for the years ended March 31, [removed: 202](#i7132d51b6f264327b1502f1ca43570cf_175)[4](#i7132d51b6f264327b1502f1ca43570cf_175)[, 202](#i7132d51b6f264327b1502f1ca43570cf_175)[3](#i7132d51b6f264327b1502f1ca43570cf_175)[,] [added: 2025, 2024,] and [removed: 202](#i7132d51b6f264327b1502f1ca43570cf_175)[2](#i7132d51b6f264327b1502f1ca43570cf_175)] [added: 2023](#i1932fa7793c44d66a2130ab3bdd1dc53_184)] | | | [removed: [64](#i7132d51b6f264327b1502f1ca43570cf_175)] [added: [64](#i1932fa7793c44d66a2130ab3bdd1dc53_184)] | | |

| [Note 1 - Significant Accounting [removed: Policies](#i7132d51b6f264327b1502f1ca43570cf_181)] [added: Policies](#i1932fa7793c44d66a2130ab3bdd1dc53_190)] | | | [removed: [65](#i7132d51b6f264327b1502f1ca43570cf_181)] [added: [65](#i1932fa7793c44d66a2130ab3bdd1dc53_190)] | | |

| [Note 2 - Business Acquisitions and [removed: Divestitures](#i7132d51b6f264327b1502f1ca43570cf_184)] [added: Divestitures](#i1932fa7793c44d66a2130ab3bdd1dc53_193)] | | | [removed: [73](#i7132d51b6f264327b1502f1ca43570cf_184)] [added: [73](#i1932fa7793c44d66a2130ab3bdd1dc53_193)] | | |

| [Note 3 - Restructuring, Impairment, and Related Charges, [removed: Net](#i7132d51b6f264327b1502f1ca43570cf_196)] [added: Net](#i1932fa7793c44d66a2130ab3bdd1dc53_205)] | | | [removed: [77](#i7132d51b6f264327b1502f1ca43570cf_196)] [added: [77](#i1932fa7793c44d66a2130ab3bdd1dc53_205)] | | |

| [Note 4 - Share-Based [removed: Compensation](#i7132d51b6f264327b1502f1ca43570cf_199)] [added: Compensation](#i1932fa7793c44d66a2130ab3bdd1dc53_208)] | | | [removed: [79](#i7132d51b6f264327b1502f1ca43570cf_199)] [added: [79](#i1932fa7793c44d66a2130ab3bdd1dc53_208)] | | |

| [Note 5 - Other Income, [removed: Net](#i7132d51b6f264327b1502f1ca43570cf_202)] [added: Net](#i1932fa7793c44d66a2130ab3bdd1dc53_211)] | | | [removed: [83](#i7132d51b6f264327b1502f1ca43570cf_202)] [added: [82](#i1932fa7793c44d66a2130ab3bdd1dc53_211)] | | |

| [Note 6 - Income [removed: Taxes](#i7132d51b6f264327b1502f1ca43570cf_205)] [added: Taxes](#i1932fa7793c44d66a2130ab3bdd1dc53_214)] | | | [removed: [83](#i7132d51b6f264327b1502f1ca43570cf_205)] [added: [82](#i1932fa7793c44d66a2130ab3bdd1dc53_214)] | | |

| [removed: [Note 7 -](#i7132d51b6f264327b1502f1ca43570cf_208) [](#i7132d51b6f264327b1502f1ca43570cf_208)[Noncontrolling Interests and](#i7132d51b6f264327b1502f1ca43570cf_208) [Redeemable Noncontrolling Interests](#i7132d51b6f264327b1502f1ca43570cf_208)] [added: Less: amounts attributable to noncontrolling and redeemable noncontrolling interests] | | | [removed: [88](#i7132d51b6f264327b1502f1ca43570cf_208)] [added: 41] | | | [added: | | | — | | | | | | — | | | | | | 3 | | | | | | 44 | | |]

| [Note 8 - [removed: Earnings (Loss) Per] [added: Earnings](#i1932fa7793c44d66a2130ab3bdd1dc53_220) [Per] Common [removed: Share](#i7132d51b6f264327b1502f1ca43570cf_211)] [added: Share](#i1932fa7793c44d66a2130ab3bdd1dc53_220)] | | | [removed: [89](#i7132d51b6f264327b1502f1ca43570cf_211)] [added: [87](#i1932fa7793c44d66a2130ab3bdd1dc53_220)] | | |

| [Note 10 - Goodwill and Intangible Assets, [removed: Net](#i7132d51b6f264327b1502f1ca43570cf_217)] [added: Net](#i1932fa7793c44d66a2130ab3bdd1dc53_226)] | | | [removed: [93](#i7132d51b6f264327b1502f1ca43570cf_217)] [added: [91](#i1932fa7793c44d66a2130ab3bdd1dc53_226)] | | |

| [Note 11 - Debt and Financing [removed: Activities](#i7132d51b6f264327b1502f1ca43570cf_226)] [added: Activities](#i1932fa7793c44d66a2130ab3bdd1dc53_235)] | | | [removed: [95](#i7132d51b6f264327b1502f1ca43570cf_226)] [added: [93](#i1932fa7793c44d66a2130ab3bdd1dc53_235)] | | |

| [Note 12 - Variable Interest [removed: Entities](#i7132d51b6f264327b1502f1ca43570cf_229)] [added: Entities](#i1932fa7793c44d66a2130ab3bdd1dc53_238)] | | | [removed: [98](#i7132d51b6f264327b1502f1ca43570cf_229)] [added: [96](#i1932fa7793c44d66a2130ab3bdd1dc53_238)] | | |

| [Note 13 - Pension [removed: Benefits](#i7132d51b6f264327b1502f1ca43570cf_232)] [added: Benefits](#i1932fa7793c44d66a2130ab3bdd1dc53_241)] | | | [removed: [99](#i7132d51b6f264327b1502f1ca43570cf_232)] [added: [97](#i1932fa7793c44d66a2130ab3bdd1dc53_241)] | | |

| [Note 15 - Fair Value [removed: Measurements](#i7132d51b6f264327b1502f1ca43570cf_238)] [added: Measurements](#i1932fa7793c44d66a2130ab3bdd1dc53_247)] | | | [removed: [109](#i7132d51b6f264327b1502f1ca43570cf_238)] [added: [107](#i1932fa7793c44d66a2130ab3bdd1dc53_247)] | | |

| [Note 16 - Financial Guarantees and [removed: Warranties](#i7132d51b6f264327b1502f1ca43570cf_241)] [added: Warranties](#i1932fa7793c44d66a2130ab3bdd1dc53_250)] | | | [removed: [111](#i7132d51b6f264327b1502f1ca43570cf_241)] [added: [109](#i1932fa7793c44d66a2130ab3bdd1dc53_250)] | | |

| [Note 17 - Commitments and Contingent [removed: Liabilities](#i7132d51b6f264327b1502f1ca43570cf_244)] [added: Liabilities](#i1932fa7793c44d66a2130ab3bdd1dc53_253)] | | | [removed: [112](#i7132d51b6f264327b1502f1ca43570cf_244)] [added: [110](#i1932fa7793c44d66a2130ab3bdd1dc53_253)] | | |

| [Note 18 - Stockholders' Equity [removed: (Deficit)](#i7132d51b6f264327b1502f1ca43570cf_250)] [added: (Deficit)](#i1932fa7793c44d66a2130ab3bdd1dc53_259)] | | | [removed: [117](#i7132d51b6f264327b1502f1ca43570cf_250)] [added: [116](#i1932fa7793c44d66a2130ab3bdd1dc53_259)] | | |

| [Note 19 - Related Party Balances and [removed: Transactions](#i7132d51b6f264327b1502f1ca43570cf_259)] [added: Transactions](#i1932fa7793c44d66a2130ab3bdd1dc53_268)] | | | [removed: [121](#i7132d51b6f264327b1502f1ca43570cf_259)] [added: [119](#i1932fa7793c44d66a2130ab3bdd1dc53_268)] | | |

| [Table of [removed: Contents](#i7132d51b6f264327b1502f1ca43570cf_7)] [added: Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7)] | | | [Item 8 [removed: Index](#i7132d51b6f264327b1502f1ca43570cf_154)] [added: Index](#i1932fa7793c44d66a2130ab3bdd1dc53_163)] | | |

[removed: McKESSON CORPORATION][added: McKesson Corporation*, No. 16-CV-2891.]

Based on this assessment, our management has concluded that our internal control over financial reporting was effective as of March 31, [removed: 2024.][added: 2025.]

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: 2024.][added: 2025.]

We have audited the accompanying consolidated balance sheets of McKesson Corporation and subsidiaries (the [removed: “Company”)] [added: "Company")] as of March 31, [removed: 2024,] [added: 2025,] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations, comprehensive income, stockholders’ equity (deficit), and cash flows, for each of the three years in the period ended March 31, [removed: 2024,] [added: 2025,] and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the [removed: “financial statements”).][added: "financial statements").]

We also have audited the Company’s internal control over financial reporting as of March 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended March 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by COSO.

Uncertain Tax Position, [removed: Opioid] [added: Opioid-Related] Claims - refer to Note 1 and Note 6 to the financial statements

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

We identified the Company’s uncertain tax position related to liabilities arising from [removed: opioid] [added: opioid-related] 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.

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

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

- 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 [removed: opioid] [added: opioid-related] claims.

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

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

| [Note 7 - Noncontrolling Interests](#i1932fa7793c44d66a2130ab3bdd1dc53_217)[](#i1932fa7793c44d66a2130ab3bdd1dc53_217) | | | [87](#i1932fa7793c44d66a2130ab3bdd1dc53_217) | | |

| [Note 9 - Leases](#i1932fa7793c44d66a2130ab3bdd1dc53_223) | | | [89](#i1932fa7793c44d66a2130ab3bdd1dc53_223) | | |

| [Note 14 - Hedging Activities](#i1932fa7793c44d66a2130ab3bdd1dc53_244) | | | [102](#i1932fa7793c44d66a2130ab3bdd1dc53_244) | | |

| [Note 20 - Segments of Business](#i1932fa7793c44d66a2130ab3bdd1dc53_271) | | | [119](#i1932fa7793c44d66a2130ab3bdd1dc53_271) | | |

May 8, 2025

| [Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7) | | | [Item 8 Index](#i1932fa7793c44d66a2130ab3bdd1dc53_163) | | |

| [Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7) | | | [Item 8 Index](#i1932fa7793c44d66a2130ab3bdd1dc53_163) | | |

| [Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7) | | | [Item 8 Index](#i1932fa7793c44d66a2130ab3bdd1dc53_163) | | |

| May 8, 2025 | | |

| [Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7) | | | [Item 8 Index](#i1932fa7793c44d66a2130ab3bdd1dc53_163) | | |

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

| [Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7) | | | [Item 8 Index](#i1932fa7793c44d66a2130ab3bdd1dc53_163) | | |

| [Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7) | | | [Item 8 Index](#i1932fa7793c44d66a2130ab3bdd1dc53_163) | | |

| | | | 2025 | | | | | | 2024 | | |

| [Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7) | | | [Item 8 Index](#i1932fa7793c44d66a2130ab3bdd1dc53_163) | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 3,295 | | | | | | — | | | | | | — | | | | | | — | | | | | | 186 | | | | | | 3,481 | | | | | | | | |

| Balance, March 31, 2025 | | | 279 | | | | | | $ | 3 | | | | | $ | 8,373 | | | | | | | | | | | $ | 17,921 | | | | | $ | (932) | | | | | (154) | | | | | | $ | (27,439) | | | | | $ | 380 | | | | | $ | (1,694) | | | | | | | |

| [Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7) | | | [Item 8 Index](#i1932fa7793c44d66a2130ab3bdd1dc53_163) | | |

| Net income | | | $ | 3,481 | | | | | $ | 3,160 | | | | | $ | 3,722 | |

| [Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7) | | | [Item 8 Index](#i1932fa7793c44d66a2130ab3bdd1dc53_163) | | |

| [Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7) | | | [Item 8 Index](#i1932fa7793c44d66a2130ab3bdd1dc53_163) | | |

During the year ended March 31, 2025, the Company reassessed its initial estimates made in conjunction with the previously reserved prepetition balances, including cash received during the period, resulting in a reversal of $206 million recorded within “Selling, distribution, general, and administrative expenses” in the Company’s Consolidated Statements of Operations and included within the U.S. Pharmaceutical segment.

During the year ended March 31, 2025, the Company released $237 million of allowance for doubtful accounts against trade accounts receivables, representing the write-off of uncollectible receivables related to the Rite Aid provision in the Consolidated Balance Sheet.

| *(In millions)* | | | 2025 | | | | | | 2024 | | |

| [Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7) | | | [Item 8 Index](#i1932fa7793c44d66a2130ab3bdd1dc53_163) | | |

| [Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7) | | | [Item 8 Index](#i1932fa7793c44d66a2130ab3bdd1dc53_163) | | |

| *(In millions)* | | | 2025 | | | | | | 2024 | | |

| [Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7) | | | [Item 8 Index](#i1932fa7793c44d66a2130ab3bdd1dc53_163) | | |

| [Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7) | | | [Item 8 Index](#i1932fa7793c44d66a2130ab3bdd1dc53_163) | | |

| [Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7) | | | [Item 8 Index](#i1932fa7793c44d66a2130ab3bdd1dc53_163) | | |

The Company also uses floating interest rate swaps to hedge the changes in the fair value of its U.S. dollar notes resulting from changes in benchmark interest rates.

The Company also uses forward contracts to hedge the variability of future benchmark interest rates on any planned bond issuances and to offset the potential income statement effects from obligations denominated in non-functional currencies.

| [Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7) | | | [Item 8 Index](#i1932fa7793c44d66a2130ab3bdd1dc53_163) | | |

| [Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7) | | | [Item 8 Index](#i1932fa7793c44d66a2130ab3bdd1dc53_163) | | |

Refer to [Financial Note 18, “Stockholders' Equity (Deficit),"](#i1932fa7793c44d66a2130ab3bdd1dc53_259) for additional information.

The adoption of this amended guidance resulted in changes in disclosures but did not have an impact on the Company’s Consolidated Statements of Operations, Comprehensive Income (Loss), Balance Sheets, or Cash Flows.

While this accounting standard will increase disclosures related to the Company’s income taxes, it will not have a material impact on the Company’s Consolidated Financial Statement results.

In November 2024, the FASB issued ASU 2024-03, *Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.* ASU 2024-03 requires disclosure of certain costs and expenses on an interim and annual basis in the notes to the financial statements.

| [Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7) | | | [Item 8 Index](#i1932fa7793c44d66a2130ab3bdd1dc53_163) | | |

| [Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7) | | | [Item 8 Index](#i1932fa7793c44d66a2130ab3bdd1dc53_163) | | |

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

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

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

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

May 7, 2024

| May 7, 2024 | | |

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

| Loss on debt extinguishment | | | — | | | | | | — | | | | | | (191) | | |

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

| | | | March 31, | | | | | | | | |

| Balance, March 31, 2021 | | | 273 | | | | | | $ | 2 | | | | | $ | 6,925 | | | | | | | | | | | $ | 8,202 | | | | | $ | (1,480) | | | | | (115) | | | | | | $ | (13,670) | | | | | $ | 196 | | | | | $ | 175 | | | | | | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 1,114 | | | | | | — | | | | | | — | | | | | | — | | | | | | 165 | | | | | | 1,279 | | | | | | | | |

| Exercise of put right by noncontrolling shareholders of McKesson Europe AG | | | — | | | | | | — | | | | | | 178 | | | | | | | | | | | | — | | | | | | (170) | | | | | | — | | | | | | — | | | | | | — | | | | | | 8 | | | | | | | | |

| European businesses held for sale | | | — | | | | | | — | | | | | | 1,509 | | |

| Payments for debt extinguishments | | | — | | | | | | — | | | | | | (184) | | |

| Exercise of put right by noncontrolling shareholders of McKesson Europe AG | | | — | | | | | | — | | | | | | (1,031) | | |

On August 16, 2022, the U.S. government enacted the Inflation Reduction Act of 2022 (the “IRA”).

Among other provisions, the IRA includes a 15% corporate minimum tax, a 1% excise tax on certain repurchases of an entity’s own common stock after December 31, 2022, and various drug pricing reforms.

The Company does not anticipate that this legislation will have a material impact on its consolidated financial statements or related disclosures; however the Company continues to evaluate the impact of these legislative changes.

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.

Noncontrolling interests with redemption features, such as put rights, that are not solely within the Company’s control are considered redeemable noncontrolling interests.

Redeemable noncontrolling interests are presented outside of stockholders’ deficit in the Company’s Consolidated Balance Sheets.

Refer to Financial Note 17, “Commitments and Contingent Liabilities,” for additional information related to controlled substances claims to which the Company is a party.

There were no accounting standards adopted by the Company during the year ended March 31, 2024.

Early adoption is permitted.

The Company is currently evaluating the impact that this guidance will have on its disclosures.

In November 2023, the FASB issued ASU 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure*s.

The amendments in this update are required to be applied retrospectively to all prior periods presented in the financial statements.

*Recent Securities and Exchange Commission Final Rules Not Yet Adopted*

In March 2024, the Securities and Exchange Commission (“SEC”) adopted final rules under SEC Release Nos. 33-11275 and 34-99678, *The Enhancement and Standardization of Climate-Related Disclosures for Investors*, which would require registrants to provide certain climate-related information in their annual reports and registration statements and would allow phased-in implementation dates beginning with the Company’s Annual Report on Form 10-K for the year ended March 31, 2026.

In April 2024, the SEC exercised its discretion to stay these rules pending the completion of judicial review of consolidated petitions challenging the validity of the rules.

The Company is currently evaluating the impact of these rules in light of those legal challenges.

Recognition of the initial fair value of this contingent consideration was a non-cash investing activity.

During the year ended March 31, 2022, the Company recorded charges totaling $1.6 billion primarily to remeasure the assets and liabilities of the disposal groups to fair value less costs to sell, including the effect of accumulated other comprehensive loss balances associated with the disposal groups largely driven by declines in the Euro and British pound sterling.

The charges for the year ended March 31, 2022 also included impairments of individual assets, such as 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 the E.U. disposal group, driven by declines in the Euro.

The charges were recorded within “Selling, distribution, general, and administrative expenses” in the Consolidated Statements of Operations.

On April 6, 2022, the Company completed the previously announced sale of its retail and distribution businesses in the United Kingdom (“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, the Company divested net assets of $615 million and released $731 million of accumulated other comprehensive loss and the buyer assumed and repaid a note payable to the Company of $118 million.

The remeasurement adjustments 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.

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: 2024] [added: 2025] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

[removed: Pre-arranged] [added: (b) Pre-arranged] Trading Plans

(a) Entry into a Material Definitive Agreement

*364 Day Facility*

On May 8, 2025, the Company entered into a Credit Agreement among the Company, as borrower, the lenders party thereto, the letter of credit issuers party thereto, Bank of America, N.A., as an administrative agent, and the other parties thereto.

Under the 364 Day Credit Facility, which is scheduled to mature in May 2026, the Company has a revolving line of credit available of up to $1.0 billion.

On or prior to the maturity date of the 364 Day Credit Facility, the Company has the option, subject to certain customary conditions, to convert the outstanding revolving loans into a term loan that is repayable in May 2027.

The terms and conditions of the 364 Day Credit Facility are substantially similar to those in place under the Credit Agreement, dated November 7, 2022 (as amended by that certain First Amendment to the Credit Agreement, dated as of November 7, 2024 and that certain Second Amendment to the Credit Agreement, dated as of May 8, 2025), among the Company, as borrower, the lenders party thereto, the letter of credit issuers party thereto, Bank of America, N.A., as administrative agent.

Borrowings under the 364 Day Credit Facility bear interest based upon the SOFR for credit extensions denominated in U.S. Dollars and other relevant underlying benchmarks plus agreed margins.

In the case of an event of default under the 364 Day Credit Facility, the lenders may elect, among other things, to declare any unpaid amounts obtained under the 364 Day Credit Facility to be immediately due and payable.

Capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the 364 Day Credit Facility.

A copy of the 364 Day Credit Facility is attached as Exhibit 10.24 to this report and is incorporated herein by reference.

[Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7)

McKESSON CORPORATION

On February 7, 2025, Napoleon B.

Rutledge Jr, our Senior Vice President and Controller, adopted a Rule 10b5-1 trading arrangement for the sale of up to 2,984 shares of the Company’s common stock.

The duration of the trading arrangement is until February 12, 2026 or earlier if all transactions under the trading arrangement are completed or if the trading arrangement is otherwise terminated according to its terms.

The trading arrangement was entered into during an open trading window period and Mr. Rutledge represented to us that he intended for it to satisfy the requirements for the affirmative defense of Rule 10b5-1(c) of the Exchange Act.

The number of shares subject to the arrangement includes shares that may be withheld by the Company to satisfy income tax withholding and remittance obligations in connection with the net settlement of equity awards.

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

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: 2024] [added: 2025] 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”).

[Table of [removed: Contents](#i7132d51b6f264327b1502f1ca43570cf_7)][added: Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7)]

[removed: 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.

These separate policies and procedures subject directors, designated officers for purposes of Section 16 of the Exchange Act, and certain other employees who are

[Table of [removed: Contents](#i7132d51b6f264327b1502f1ca43570cf_7)][added: Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7)]

The following table sets forth information as of March 31, [removed: 2024] [added: 2025] with respect to the plans under which the Company’s common stock is authorized for issuance:

| *Plan Category (In millions, except per share amounts)* | | | Number of securities to be issued upon exercise of outstanding [removed: options,] warrants, and rights | | | | | | Weighted-average exercise price of [removed: outstanding options,] [added: outstanding] warrants, and rights (1) | | | | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column) | | |

| Equity compensation plans approved by security holders | | | [removed: 3.4] [added: 1.7] (2) | | | | | | $ | [removed: 145.78] [added: —] | | | | | [removed: 7.9] [added: 7.4] (3) | | |

(2)Represents [removed: option and] restricted stock unit awards outstanding under the following plans: (i) 1997 Non-Employee Directors’ Equity Compensation and Deferral Plan; (ii) the 2005 Stock Plan; (iii) the 2013 Stock Plan; and (iv) the 2022 Stock Plan.

This amount also includes [removed: 2.1] [added: 0.8] million shares reserved for the potential of maximum payouts of outstanding performance stock units previously granted under the 2013 Stock Plan.

(3)Represents [removed: 3.4] [added: 3.3] million shares available for purchase under the 2000 Employee Stock Purchase Plan and [removed: 4.5] [added: 4.2] million shares available for grant under the 2022 Stock Plan.

All options were exercised in fiscal 2025.

Information with respect to certain transactions with directors and management is incorporated by reference from the Proxy Statement under the heading “Related Party Transactions Policy and Transactions with Related Persons.” Information regarding Director independence is incorporated by reference from the Proxy Statement under the heading “Director Independence.” Additional information regarding certain related party balances and transactions is included in the “Financial Review” section of this Annual Report and [removed: Financial Note 19, “Related] [added: [Financial](#i1932fa7793c44d66a2130ab3bdd1dc53_268) [Note 19](#i1932fa7793c44d66a2130ab3bdd1dc53_268)[, “](#i1932fa7793c44d66a2130ab3bdd1dc53_268)[Related] Party Balances and [removed: Transactions”] [added: Transactions](#i1932fa7793c44d66a2130ab3bdd1dc53_268)[”](#i1932fa7793c44d66a2130ab3bdd1dc53_268)] to the consolidated financial statements included in this Annual Report.

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: 2025”] [added: 2026”] in the Proxy Statement is incorporated herein by reference.

[Table of [removed: Contents](#i7132d51b6f264327b1502f1ca43570cf_7)][added: Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7)]

| [Report of Deloitte & Touche LLP, Independent Registered Public Accounting [removed: Firm](#i7132d51b6f264327b1502f1ca43570cf_160)] [added: Firm](#i1932fa7793c44d66a2130ab3bdd1dc53_169)] (PCAOB ID: 34) | | | [removed: [57](#i7132d51b6f264327b1502f1ca43570cf_160)] [added: [57](#i1932fa7793c44d66a2130ab3bdd1dc53_169)] | | |

| [Consolidated Statements of Operations for the years ended March 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022](#i7132d51b6f264327b1502f1ca43570cf_163)] [added: 2023](#i1932fa7793c44d66a2130ab3bdd1dc53_172)] | | | [removed: [60](#i7132d51b6f264327b1502f1ca43570cf_163)] [added: [60](#i1932fa7793c44d66a2130ab3bdd1dc53_172)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i7132d51b6f264327b1502f1ca43570cf_166) [for] [added: Income for] the years ended March 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022](#i7132d51b6f264327b1502f1ca43570cf_166)] [added: 2023](#i1932fa7793c44d66a2130ab3bdd1dc53_175)] | | | [removed: [61](#i7132d51b6f264327b1502f1ca43570cf_166)] [added: [61](#i1932fa7793c44d66a2130ab3bdd1dc53_175)] | | |

| [Consolidated Balance Sheets as of March 31, [removed: 2024] [added: 2025] and [removed: 2023](#i7132d51b6f264327b1502f1ca43570cf_169)] [added: 2024](#i1932fa7793c44d66a2130ab3bdd1dc53_178)] | | | [removed: [62](#i7132d51b6f264327b1502f1ca43570cf_169)] [added: [62](#i1932fa7793c44d66a2130ab3bdd1dc53_178)] | | |

| [Consolidated Statements of Stockholders’ Equity (Deficit) for the years ended March 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022](#i7132d51b6f264327b1502f1ca43570cf_172)] [added: 2023](#i1932fa7793c44d66a2130ab3bdd1dc53_181)] | | | [removed: [63](#i7132d51b6f264327b1502f1ca43570cf_172)] [added: [63](#i1932fa7793c44d66a2130ab3bdd1dc53_181)] | | |

| [Consolidated Statements of Cash Flows for the years ended March 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022](#i7132d51b6f264327b1502f1ca43570cf_175)] [added: 2023](#i1932fa7793c44d66a2130ab3bdd1dc53_184)] | | | [removed: [64](#i7132d51b6f264327b1502f1ca43570cf_175)] [added: [64](#i1932fa7793c44d66a2130ab3bdd1dc53_184)] | | |

| [Schedule II-Valuation and Qualifying [removed: Accounts](#i7132d51b6f264327b1502f1ca43570cf_301)] [added: Accounts](#i1932fa7793c44d66a2130ab3bdd1dc53_313)] | | | [removed: [130](#i7132d51b6f264327b1502f1ca43570cf_301)] [added: [129](#i1932fa7793c44d66a2130ab3bdd1dc53_313)] | | |

| [(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](#i7132d51b6f264327b1502f1ca43570cf_304)] [added: Index](#i1932fa7793c44d66a2130ab3bdd1dc53_316)] | | | [removed: [131](#i7132d51b6f264327b1502f1ca43570cf_304)] [added: [130](#i1932fa7793c44d66a2130ab3bdd1dc53_316)] | | |

[Table of [removed: Contents](#i7132d51b6f264327b1502f1ca43570cf_7)][added: Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7)]

| Year Ended March 31, [removed: 2022] [added: 2025] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Allowances for credit losses | | | $ | [removed: 211] [added: 877] | | | | | $ | [removed: 29] [added: (130)] | | | | | $ | [removed: (35)] [added: (2)] | | | | | $ | [removed: (106)] [added: (273)] | | | | | $ | [removed: 99] [added: 472] | |

| Other allowances | | | [removed: 50] [added: 54] | | | | | | — | | | | | | [removed: 4] [added: (4)] | | | | | | (2) | | | | | | [removed: 52] [added: 48] | | |

| | | | | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| | | | Written-off | | | | | | $ | [removed: (62)] [added: (275)] | | | | | $ | [removed: (37)] [added: (62)] | | | | | $ | [removed: (106)] [added: (37)] | |

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

| (2) | | | Amounts shown as deductions from current and non-current receivables (current allowances were [removed: $921] [added: $500] million, [removed: $158] [added: $921] million, and [removed: $144] [added: $158] million at March 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022,] [added: 2023,] respectively) | | | | | | $ | [removed: 931] [added: 520] | | | | | $ | [removed: 160] [added: 931] | | | | | $ | [removed: 151] [added: 160] | |

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

| (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 [removed: filing.........................................................................] [added: filing.] | | | | | | | | | | | | | | | | | | | | |

| [removed: 3.1] [added: 3.1.1] | | | [Amended and Restated Certificate of Incorporation of the Company, as filed with the Delaware Secretary of State on July 27, 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 amended April 26, [removed: 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)] [added: 2023.](https://www.sec.gov/Archives/edgar/data/927653/000092765323000023/mckessoncorpby-laws2023.htm)] | | | 8-K | | | 1-13252 | | | 3.1 | | | April 28, 2023 | | |

| 4.14 | | | [Officer’s Certificate, dated as of [removed: February] [added: June] 15, 2023, and related Form of [removed: 2026 Note.](https://www.sec.gov/Archives/edgar/data/927653/000119312523040194/d419477dex42.htm)] [added: 2028 Note and Form of 2033 Note.](https://www.sec.gov/Archives/edgar/data/927653/000119312523168978/d481928dex41.htm)] | | | 8-K | | | 1-13252 | | | [removed: 4.2] [added: 4.1] | | | [removed: February 15,] [added: June 16,] 2023 | | |

| 4.15 | | | [Officer’s Certificate, dated as of [removed: June 15, 2023,] [added: September 10, 2024,] and related Form of [removed: 2028 Note and Form of 2033 Note.](https://www.sec.gov/Archives/edgar/data/927653/000119312523168978/d481928dex41.htm)] [added: 2029 Note.](https://www.sec.gov/Archives/edgar/data/927653/000092765324000110/exhibit41-8xk.htm)] | | | 8-K | | | 1-13252 | | | 4.1 | | | [removed: June 16, 2023] [added: September 10, 2024] | | |

| 4.16† | | | [Description of the Company’s [removed: Securities.](https://www.sec.gov/Archives/edgar/data/927653/000092765324000035/mck_exhibit416x3312024.htm)] [added: Securities.](https://www.sec.gov/Archives/edgar/data/927653/000092765325000036/mck_exhibit416x3312025.htm)] | | | — | | | — | | | — | | | — | | |

| 10.8* | | | [McKesson Corporation Management Incentive Plan, as amended and restated April 26, [removed: 2022.](https://www.sec.gov/Archives/edgar/data/927653/000092765322000051/mck_exx108xmanagementincen.htm)] [added: 2022](https://www.sec.gov/Archives/edgar/data/927653/000092765322000051/mck_exx108xmanagementincen.htm)] | | | 10-K | | | 1-13252 | | | 10.8 | | | May 9, 2022 | | |

| 10.9* | | | [Form of Statement of Terms and Conditions Applicable to Awards Pursuant to the McKesson Corporation Management Incentive Plan, effective April 26, [removed: 2022.](https://www.sec.gov/Archives/edgar/data/927653/000092765322000051/mck_ex109xmanagementincent.htm)] [added: 2022](https://www.sec.gov/Archives/edgar/data/927653/000092765322000051/mck_ex109xmanagementincent.htm)] | | | 10-K | | | 1-13252 | | | 10.9 | | | May 9, 2022 | | |

| 10.17 | | | [Tax Matters Agreement, by and between McKesson Corporation, PF2 SpinCo, Inc., Change Healthcare Inc., Change Healthcare LLC and Change Healthcare Holdings, LLC dated as of March 9, [removed: 2020](https://www.sec.gov/Archives/edgar/data/927653/000119312520072880/d846210dex101.htm)[.](https://www.sec.gov/Archives/edgar/data/927653/000119312520072880/d846210dex101.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/927653/000119312520072880/d846210dex101.htm)] | | | 8-K | | | 1-13252 | | | 10.1 | | | March 13, 2020 | | |

| 10.19 | | | [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 [removed: thereto](https://www.sec.gov/Archives/edgar/data/927653/000092765322000100/revolvingcreditagreement.htm)[.](https://www.sec.gov/Archives/edgar/data/927653/000092765322000100/revolvingcreditagreement.htm)] [added: thereto.](https://www.sec.gov/Archives/edgar/data/927653/000092765322000100/revolvingcreditagreement.htm)] | | | 8-K | | | 1-13252 | | | 10.1 | | | November 7, 2022 | | |

| 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 [removed: 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)] [added: thereto.](https://www.sec.gov/Archives/edgar/data/927653/000092765323000086/mckesson-rcfextensionackno.htm)] | | | 8-K | | | 1-13252 | | | 10.1 | | | November 7, 2023 | | |

| [removed: 10.22†*] [added: 10.25*] | | | [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) | | | [removed: —] [added: 10-K] | | | [removed: —] [added: 1-13252] | | | [removed: —] [added: 10.22] | | | [removed: —] [added: May 8, 2024] | | |

| [removed: 19.1†] [added: 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) | | | [removed: —] [added: 10-K] | | | [removed: —] [added: 1-13252] | | | [removed: —] [added: 19.1] | | | [removed: —] [added: May 8, 2024] | | |

| [removed: 19.2†] [added: 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). | | | [removed: —] [added: 10-K] | | | [removed: —] [added: 1-13252] | | | [removed: —] [added: 19.2] | | | [removed: —] [added: May 8, 2024] | | |

| [removed: 19.3†] [added: 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) | | | [removed: —] [added: 10-K] | | | [removed: —] [added: 1-13252] | | | [removed: —] [added: 19.3] | | | [removed: —] [added: May 8, 2024] | | |

| [removed: 19.4†] [added: 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) | | | [removed: —] [added: 10-K] | | | [removed: —] [added: 1-13252] | | | [removed: —] [added: 19.4] | | | [removed: —] [added: May 8, 2024] | | |

| [removed: 19.5†] [added: 19.5] | | | [Share Repurchase and Sale Policy applicable to the Company.](https://www.sec.gov/Archives/edgar/data/927653/000092765324000035/mck_exhibit195x3312024.htm) | | | [removed: —] [added: 10-K] | | | [removed: —] [added: 1-13252] | | | [removed: —] [added: 19.5] | | | [removed: —] [added: May 8, 2024] | | |

| 21† | | | [List of Significant Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/927653/000092765324000035/mck_exhibit21x3312024.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/927653/000092765325000036/mck_exhibit21x3312025.htm)] | | | — | | | — | | | — | | | — | | |

| 23† | | | [Consent of Independent Registered Public Accounting Firm, Deloitte & Touche [removed: LLP.](https://www.sec.gov/Archives/edgar/data/927653/000092765324000035/mck_exhibit23x3312024.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/927653/000092765325000036/mck_exhibit23x3312025.htm)] | | | — | | | — | | | — | | | — | | |

| 31.1† | | | [Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of [removed: 1934](https://www.sec.gov/Archives/edgar/data/927653/000092765324000035/mck_exhibit311x3312024.htm) [and] [added: 1934 and] adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/927653/000092765324000035/mck_exhibit311x3312024.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/927653/000092765325000036/mck_exhibit311x3312025.htm)] | | | — | | | — | | | — | | | — | | |

| 31.2† | | | [Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of [removed: 1934](https://www.sec.gov/Archives/edgar/data/927653/000092765324000035/mck_exhibit312x3312024.htm) [and] [added: 1934 and] adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/927653/000092765324000035/mck_exhibit312x3312024.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/927653/000092765325000036/mck_exhibit312x3312025.htm)] | | | — | | | — | | | — | | | — | | |

| 32†† | | | [Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/927653/000092765324000035/mck_exhibit32x3312024.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/927653/000092765325000036/mck_exhibit32x3312025.htm)] | | | — | | | — | | | — | | | — | | |

| [removed: 97†] [added: 97] | | | [McKesson [removed: Corporation](https://www.sec.gov/Archives/edgar/data/927653/000092765324000035/mck_exhibit97x3312024.htm) [Financial] [added: Corporation Financial] Restatement Compensation Recoupment [removed: 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)[,] [added: Policy,] effective October 2, [removed: 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)] [added: 2023.](https://www.sec.gov/Archives/edgar/data/927653/000092765324000035/mck_exhibit97x3312024.htm)] | | | [removed: —] [added: 10-K] | | | [removed: —] [added: 1-13252] | | | [removed: —] [added: 97] | | | [removed: —] [added: May 8, 2024] | | |

| [Financial Notes](#i1932fa7793c44d66a2130ab3bdd1dc53_187) | | | [65](#i1932fa7793c44d66a2130ab3bdd1dc53_187) | | |

| | | | $ | 931 | | | | | $ | (130) | | | | | $ | (6) | | | | | $ | (275) | | | | | $ | 520 | |

| | | | Total | | | | | | $ | (275) | | | | | $ | (62) | | | | | $ | (45) | |

[Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7)

| 3.1 | | | [Certificate of Incorporation of McKesson Corporation, as amended through July 31, 2024](https://www.sec.gov/Archives/edgar/data/927653/000092765324000098/mck_exhibit31xamendedcoi.htm) | | | 10-Q | | | 1-13252 | | | 3.1 | | | August 7, 2024 | | |

| 3.1.2 | | | [Certificate of Amendment of Certificate of Incorporation, dated July 31, 2024](https://www.sec.gov/Archives/edgar/data/927653/000092765324000098/mck_ex312xcertificateofame.htm) | | | 10-Q | | | 1-13252 | | | 3.1.2 | | | August 7, 2024 | | |

[Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7)

[Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7)

| 10.22 | | | [First Amendment to Credit Agreement dated as of November 7, 2024, to the 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 other parties thereto.](https://www.sec.gov/Archives/edgar/data/927653/000092765324000125/mck_exhibit101930202410-q.htm) | | | 10-Q | | | 1-13252 | | | 10.1 | | | November 7, 2024 | | |

| 10.23†* | | | [Second](https://www.sec.gov/Archives/edgar/data/927653/000092765325000036/mck_ex1023x3312025xmckesso.htm) [](https://www.sec.gov/Archives/edgar/data/927653/000092765325000036/mck_ex1023x3312025xmckesso.htm)[Amendment to Credit Agreement dated as of](https://www.sec.gov/Archives/edgar/data/927653/000092765325000036/mck_ex1023x3312025xmckesso.htm) [May](https://www.sec.gov/Archives/edgar/data/927653/000092765325000036/mck_ex1023x3312025xmckesso.htm) [](https://www.sec.gov/Archives/edgar/data/927653/000092765325000036/mck_ex1023x3312025xmckesso.htm)[8](https://www.sec.gov/Archives/edgar/data/927653/000092765325000036/mck_ex1023x3312025xmckesso.htm)[, 202](https://www.sec.gov/Archives/edgar/data/927653/000092765325000036/mck_ex1023x3312025xmckesso.htm)[5](https://www.sec.gov/Archives/edgar/data/927653/000092765325000036/mck_ex1023x3312025xmckesso.htm)[, to the 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 other parties](https://www.sec.gov/Archives/edgar/data/927653/000092765325000036/mck_ex1023x3312025xmckesso.htm) | | | — | | | — | | | — | | | — | | |

| 10.24†* | | | [Credit Agreement, dated as of May 8, 2025, 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/927653/000092765325000036/mck_ex1024x3312025xmckesso.htm) | | | — | | | — | | | — | | | — | | |

| 10.26†* | | | [Forms of Statement of Terms and Conditions and Grant Notices Applicable to Awards Pursuant to the McKesson Corporation 2022 Stock Plan, effective April](https://www.sec.gov/Archives/edgar/data/927653/000092765325000036/mck_ex1026x3312025xstockpl.htm) [29](https://www.sec.gov/Archives/edgar/data/927653/000092765325000036/mck_ex1026x3312025xstockpl.htm)[, 2025](https://www.sec.gov/Archives/edgar/data/927653/000092765325000036/mck_ex1026x3312025xstockpl.htm)[.](https://www.sec.gov/Archives/edgar/data/927653/000092765325000036/mck_ex1026x3312025xstockpl.htm) | | | — | | | — | | | — | | | — | | |

[Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7)

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

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

| | | | | | | Incorporated by Reference | | | | | | | | | | | |

| Exhibit Number | | | Description | | | Form | | | File Number | | | Exhibit | | | Filing Date | | |

[Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7)

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

| | | | $ | 261 | | | | | $ | 29 | | | | | $ | (31) | | | | | $ | (108) | | | | | $ | 151 | |

| | | | Total | | | | | | $ | (62) | | | | | $ | (45) | | | | | $ | (108) | |

[Table of [removed: Contents](#i7132d51b6f264327b1502f1ca43570cf_7)][added: Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7)]

| May [removed: 7, 2024] [added: 8, 2025] | | | | | | | | | /s/ Britt J. Vitalone | | |

| Brian S. Tyler Chief Executive Officer and Director (Principal Executive Officer) | | | | | | [removed: Donald R. Knauss,] [added: James H. Hinton,] Director | | |

| Britt J. Vitalone Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | | | | | [removed: Bradley E. Lerman,] [added: Donald R. Knauss,] Director | | |

| /s/ Napoleon B. Rutledge Jr. | | | | | | /s/ [removed: Linda P. Mantia] [added: Bradley E. Lerman] | | |

| Napoleon B. Rutledge Jr. Senior Vice President and Controller (Principal Accounting Officer) | | | | | | [removed: Linda P. Mantia,] [added: Bradley E. Lerman,] Director | | |