McKesson (MCK) 10-K risk factor changes: FY2026 vs FY2025

| [Litigation and Regulatory [removed: Risks](#i1932fa7793c44d66a2130ab3bdd1dc53_61)] [added: Risks](#i2d6ac8ec04f944efb51a218eb671ef66_61)] | | | [removed: [13](#i1932fa7793c44d66a2130ab3bdd1dc53_61)] [added: [15](#i2d6ac8ec04f944efb51a218eb671ef66_61)] | | |

| [Company and Operational [removed: Risks](#i1932fa7793c44d66a2130ab3bdd1dc53_64)] [added: Risks](#i2d6ac8ec04f944efb51a218eb671ef66_64)] | | | [removed: [16](#i1932fa7793c44d66a2130ab3bdd1dc53_64)] [added: [17](#i2d6ac8ec04f944efb51a218eb671ef66_64)] | | |

| [Industry and Economic [removed: Risks](#i1932fa7793c44d66a2130ab3bdd1dc53_67)] [added: Risks](#i2d6ac8ec04f944efb51a218eb671ef66_67)] | | | [removed: [20](#i1932fa7793c44d66a2130ab3bdd1dc53_67)] [added: [23](#i2d6ac8ec04f944efb51a218eb671ef66_67)] | | |

| [General [removed: Risks](#i1932fa7793c44d66a2130ab3bdd1dc53_70)] [added: Risks](#i2d6ac8ec04f944efb51a218eb671ef66_70)] | | | [removed: [23](#i1932fa7793c44d66a2130ab3bdd1dc53_70)] [added: [25](#i2d6ac8ec04f944efb51a218eb671ef66_70)] | | |

The discussion below identifies certain representative risks that might cause our actual business results to materially differ from our [removed: estimates.][added: forward looking statements.]

Our business could be materially affected by risks that we have not [removed: yet] identified or that we currently consider to be immaterial.

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](#i1932fa7793c44d66a2130ab3bdd1dc53_253) [Note 17](#i1932fa7793c44d66a2130ab3bdd1dc53_253)[, “](#i1932fa7793c44d66a2130ab3bdd1dc53_253)[Commitments] [added: [Financial Note 17, “Commitments] and Contingent [removed: Liabilities](#i1932fa7793c44d66a2130ab3bdd1dc53_253)[,](#i1932fa7793c44d66a2130ab3bdd1dc53_253)”] [added: Liabilities,](#i2d6ac8ec04f944efb51a218eb671ef66_250)”] to the consolidated financial statements included in this Annual Report.

Regulatory proceedings involve allegations such as false claims, healthcare fraud and abuse, and [removed: antitrust violations.][added: violations of competition laws.]

Outcomes include monetary damages, penalties and fines, and injunctive or other relief that requires us to change our business [removed: operations] [added: operations, practices, or arrangements] and incur significant expense.

| [Table of [removed: Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7)] [added: Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7)] | | | [Item 1A [removed: Index](#i1932fa7793c44d66a2130ab3bdd1dc53_58)] [added: Index](#i2d6ac8ec04f944efb51a218eb671ef66_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](#i1932fa7793c44d66a2130ab3bdd1dc53_253) [Note 17](#i1932fa7793c44d66a2130ab3bdd1dc53_253)[, “](#i1932fa7793c44d66a2130ab3bdd1dc53_253)[Commitments] [added: [Financial Note 17, “Commitments] and Contingent [removed: Liabilities](#i1932fa7793c44d66a2130ab3bdd1dc53_253)[,”](#i1932fa7793c44d66a2130ab3bdd1dc53_253)] [added: Liabilities,”](#i2d6ac8ec04f944efb51a218eb671ef66_250)] to the consolidated financial statements in this Annual Report.

Legislative, regulatory, or industry measures related to the distribution of [added: pharmaceuticals and] controlled substances [removed: such as prescription opioids] could affect our business in ways that we may not be able to predict.

[removed: Liabilities for taxes or assessments or other costs] [added: Any] of [removed: compliance under any such laws] [added: the foregoing risks] might have a materially adverse impact on our reputation, our business [removed: operations,] [added: operations] and our financial position or results of operations.

[removed: We] [added: We] are subject to extensive, complex, [added: challenging,] and [removed: challenging] [added: frequently changing] healthcare, environmental, and other [removed: laws.][added: laws.]

[removed: As described in “Government Regulation” in Item 1 of Part I above, our industry is highly regulated, and further] [added: Further] regulation of our distribution [removed: businesses, technology] [added: operations, technology,] products, [removed: and services] [added: or services, or other aspects of our business,] could impose increased costs, negatively impact our profit margins and the profit margins of our customers, delay the introduction or implementation of our new products, [added: place restrictions on] or [removed: otherwise negatively impact] [added: require modifications to] our [removed: business and] [added: practices or arrangements, limit our strategic options, or] expose [removed: the Company] [added: us] to litigation and regulatory [removed: investigations.][added: investigations, reviews, or other proceedings.]

We [added: also] incur [removed: cleanup costs under environmental laws] [added: remediation costs,] and may incur additional [removed: costs] [added: costs,] under environmental laws.

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

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

These sanctions might have a materially adverse impact on our [added: reputation, our] business operations and our financial position or results of operations.

Privacy, cybersecurity, data protection, and AI laws [added: and guidance] increase our compliance [removed: burden.][added: burden and expose us to risks.]

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

[removed: Failure] [added: Any failure or perceived failure by us or any third-party providers] to comply with these laws [removed: subjects] [added: and guidance could subject] us to [removed: potential] regulatory enforcement activity, fines, [added: investigations, legal proceedings (including] private litigation [removed: including] [added: such as] class [removed: actions,] [added: actions), liability,] reputational impacts, and [removed: other] costs.

[removed: We also have] [added: Some of our] contractual obligations [removed: that] might be breached if we fail to comply with privacy and data security laws.

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 [removed: policies,] [added: policies and safeguards,] applicable laws, contractual requirements, or third-party intellectual property rights.

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

Anti-bribery and anti-corruption laws increase our compliance [removed: burden.][added: burden and expose us to risks.]

We are required under U.S. Generally Accepted Accounting Principles (“GAAP”) to test our goodwill for impairment [removed: annually] [added: annually,] or more frequently if indicators for potential impairment exist.

[removed: [See](#i1932fa7793c44d66a2130ab3bdd1dc53_226) [Financial] [added: [See Financial] Note 10, “Goodwill and Intangible [removed: Assets](#i1932fa7793c44d66a2130ab3bdd1dc53_226)[,”](#i1932fa7793c44d66a2130ab3bdd1dc53_226)] [added: Assets,”](#i2d6ac8ec04f944efb51a218eb671ef66_223)] for descriptions of impairments of goodwill or intangible or other long-lived assets in recent periods.

The risk and efficacy of cyberattacks increases from time to time due to a variety of internal and external factors, including, but not limited to, the [removed: adoption] [added: use by threat actors] of sophisticated and rapidly evolving techniques, such as adversarial [removed: AI,] [added: AI (which makes cyberattacks more likely] and [removed: during] [added: may make them more difficult to detect, contain, or mitigate), and the existence of] political or military unrest.

Our [added: own] adoption [added: and use] of AI also may create new attack surfaces or methods and generally increase cybersecurity and data protection risks and costs.

A cybersecurity incident might involve a material data breach or other material impact to the confidentiality, integrity, availability, [removed: and] [added: or] operations of our technology systems or [removed: data,] [added: data (including the misuse, loss, disclosure, or corruption of proprietary or personal information),] which might result in harm to patients, consumers, or employees; litigation or regulatory action; disruption of our business operations; loss of customers or revenue; cash flow impacts; and increased expense.

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 [added: powered by or incorporating AI and machine learning, our operations could be impacted, and we may be at a competitive disadvantage.]

[removed: 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.

Healthcare professionals delivering patient care [removed: tend to] have heightened sensitivity to system and software [removed: errors.][added: errors due, among other reasons, to the critical nature of healthcare decisions.]

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 scrutiny [removed: or,] [added: or] claims by users of our software or services and/or their patients.

[removed: These risks can be heightened upon the] [added: The] adoption [added: and use] of new technologies, including AI, [removed: and] may introduce new or [removed: expanded] [added: enhanced] risks, such as data inaccuracy, unreliability, or [removed: bias.][added: bias, as well as ethical or privacy concerns.]

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

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

We might be unable to successfully complete or integrate acquisitions or other strategic [removed: transactions.][added: transactions, and our investments in businesses may not perform as we expect.]

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

The characterization of a risk as potential does not mean the risk has not occurred, is not currently occurring, or is unlikely to occur.

| [Table of Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7) | | | [Item 1A Index](#i2d6ac8ec04f944efb51a218eb671ef66_58) | | |

We are subject to extensive, complex, challenging, and frequently changing healthcare, environmental, and other laws, and may experience increased costs to distribute controlled substances such as opioids.

As described in “Government Regulation” in Item 1 of Part I above, our industry is highly regulated and subject to a regulatory framework that is continually evolving.

Any noncompliance by us with applicable laws, or any failure to maintain, renew, or obtain necessary permits and licenses, could result in enforcement actions, fines, penalties, or other sanctions.

In addition, certain states have enacted, and others continue to consider, legislation that would impose taxes, assessments, or similar charges on the distribution of controlled substances, including prescription opioids.

Any such taxes, assessments, or other related compliance obligations could increase our costs, require changes to our distribution practices, or lead to adverse publicity.

The scope, application, and financial impact of these measures vary by jurisdiction and may be difficult to predict.

| [Table of Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7) | | | [Item 1A Index](#i2d6ac8ec04f944efb51a218eb671ef66_58) | | |

| [Table of Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7) | | | [Item 1A Index](#i2d6ac8ec04f944efb51a218eb671ef66_58) | | |

| [Table of Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7) | | | [Item 1A Index](#i2d6ac8ec04f944efb51a218eb671ef66_58) | | |

The adoption and use of AI in our business operations exposes us to risks and uncertainties.

We increasingly rely on technologies powered by or incorporating AI in our internal operations and business processes.

The use of AI technologies introduces risks and uncertainties.

AI can generate outputs that are false, misleading, incomplete, biased, or inconsistent.

AI performance may degrade over time, or earlier than we planned, due to changes in inputs, data drift, updates by vendors, adversarial manipulations, and other causes.

Our investments in AI may not yield anticipated benefits, and we might expend significant resources to maintain responsible and effective AI capabilities.

Reliance on third-party AI tools and solutions may expose us to risks that are outside of our control, including compliance gaps.

Our AI policies and safeguards may not be sufficient to protect us against negative outcomes, such as the misuse or loss of data or the compromise of our intellectual property.

Any of the foregoing risks could adversely impact our reputation, our business operations, and our financial position or results of operations.

Certain of these factors at times have negatively affected, and any of these factors could in the future negatively affect, our ability to achieve the anticipated benefits of an acquisition, investment, or other strategic transaction.

| [Table of Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7) | | | [Item 1A Index](#i2d6ac8ec04f944efb51a218eb671ef66_58) | | |

Our planned separation of Medical-Surgical Solutions is contingent upon the satisfaction of certain conditions, may not be completed on the currently contemplated terms or timeline, or at all, and, if completed, may not achieve the intended financial and strategic benefits.

The Company intends to separate the Medical-Surgical Solutions segment into an independent company (“NewCo”).

The separation is expected to be effected, ultimately, through a split-off or spin-off, or a combination of both (the “Exit”), intended to qualify as a tax-free transaction to the Company and its stockholders for U.S. federal income tax purposes.

Completion of the planned separation will be subject to the satisfaction of various conditions, including, among others: the receipt of a favorable opinion from outside legal counsel as to the tax-free nature of the Exit; the effectiveness of a registration statement to be filed with the SEC; the receipt of other governmental approvals; the finalization of the NewCo capital structure; and the approval of our Board of Directors.

The planned separation is complex in nature, and unanticipated business, market, governmental, or other developments could delay or prevent completion of the separation or cause the separation to occur on less favorable terms.

We face certain risks in connection with the separation, including, among others: the diversion of management’s attention from other business operations and priorities; a determination by the Internal Revenue Service (the “IRS”) or any court that the Exit (or any aspect thereof) is taxable for U.S. federal income tax purposes; and challenges in maintaining transitional services and operational continuity between the Company and NewCo, in establishing or maintaining standalone functions and infrastructure at NewCo, or in retaining existing or attracting new business and operational relationships, including with customers, suppliers, and employees.

There can be no assurance that the separation, if completed, will achieve the intended financial and strategic benefits (which are based on a number of assumptions, some or all of which may prove incorrect) or provide greater value to our stockholders than is currently reflected in our stock price, or that the dissynergies from the separation will not be greater than expected.

Any of these factors could negatively affect our stock price or have a materially adverse impact on our business operations and on our financial condition or results of operations.

| [Table of Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7) | | | [Item 1A Index](#i2d6ac8ec04f944efb51a218eb671ef66_58) | | |

As described in “Government Regulation” in Item 1 of Part I above, we also face certain regulatory risks in executing our growth strategy, including potential laws that place restrictions on certain healthcare ownership structures or arrangements.

| [Table of Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7) | | | [Item 1A Index](#i2d6ac8ec04f944efb51a218eb671ef66_58) | | |

Our development and use of AI technologies may result in new or enhanced risks, including the misappropriation of proprietary and confidential inputs or infringement of third-party rights as well as uncertainties over the ownership of AI-generated outputs.

| [Table of Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7) | | | [Item 1A Index](#i2d6ac8ec04f944efb51a218eb671ef66_58) | | |

We may experience loss of key personnel, including unexpectedly.

As described under “Healthcare Program Regulation” in Item 1 of Part I above, our business is subject to a broad range of recent and ongoing reform efforts, and challenges to those efforts, that could affect healthcare program access and spending, pharmaceutical pricing and reimbursement, and distribution economics.

These include: the IRA; the OBBBA; Executive Order 14297; CMS rulemaking on BFSFs and proposed rebate models; 340B program litigation and developments; and state drug pricing legislation.

Additionally, the pace and volume of healthcare reform initiatives and changes heighten the risks for our business.

| [Table of Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7) | | | [Item 1A Index](#i2d6ac8ec04f944efb51a218eb671ef66_58) | | |

We experience increased costs to distribute controlled substances such as opioids.

For example, some states have passed legislation that could require us to pay taxes or assessments on the distribution of opioid medications in those states and other states have considered similar legislation.

A significant 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.

The AI technologies we employ may become obsolete earlier than planned or we may be unsuccessful at realizing the benefits of these investments.

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

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

Three central features of the IRA authorize the government to negotiate drug prices for certain Parts B and D drugs over time, establish an inflationary rebate program, and cap patient cost sharing under Medicare Part D.

The implementation of these and other features of the IRA may result in significant changes to the pharmaceutical value chain as manufacturers, pharmacy benefit managers, managed care organizations, and other industry stakeholders look to implement new transactional flows and adapt their business models.

Any such changes to arrangements involving our business as a result of this legislation, such as changes to our distribution agreements with manufacturers impacted by the IRA, may materially affect our business.

The extent of the effects of the IRA remains uncertain due to a number of factors, including the potential for future regulations and guidance promulgated by HHS to implement provisions of the IRA.

We continue to evaluate the impact of this law on our business.

Private challenges to government healthcare policy may also have significant impacts on our business.

For example, many pharmaceutical manufacturers have unilaterally restricted sales under the Public Health Service’s 340B Drug Pricing Program (the “340B program”) to contract pharmacies.

The 340B program requires manufacturers to offer discounts on certain drugs purchased by “covered entities,” which include safety-net providers.

The Health Resources and Services Administration (“HRSA”) has taken the position that a covered entity may dispense such discounted drugs through multiple contract pharmacies.

Starting in 2020, some manufacturers began to restrict such practices.

Certain manufacturers and HHS continue to litigate these issues.

The U.S. Courts of Appeal for the Third and D.C. Circuits have ruled that Section 340B of the Public Health Service Act does not require manufacturers to provide discounted drugs to an unlimited number of contract pharmacies.

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.

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

Provincial governments in Canada that provide partial funding for the purchase of pharmaceuticals and independently regulate the sale and reimbursement of drugs have sought to reduce the costs of publicly funded health programs.

For example, provincial governments have taken steps to reduce consumer prices for generic pharmaceuticals and, in some provinces, change professional allowances paid to pharmacists by generic manufacturers.

From time to time, we experience difficulties and delays in

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

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

| [Overview of Our [removed: Business](#i1932fa7793c44d66a2130ab3bdd1dc53_109)] [added: Business](#i2d6ac8ec04f944efb51a218eb671ef66_106)] | | | [removed: [31](#i1932fa7793c44d66a2130ab3bdd1dc53_109)] [added: [33](#i2d6ac8ec04f944efb51a218eb671ef66_106)] | | |

| [Trends and [removed: Uncertainties](#i1932fa7793c44d66a2130ab3bdd1dc53_115)] [added: Uncertainties](#i2d6ac8ec04f944efb51a218eb671ef66_112)] | | | [removed: [34](#i1932fa7793c44d66a2130ab3bdd1dc53_115)] [added: [36](#i2d6ac8ec04f944efb51a218eb671ef66_112)] | | |

| [Overview of Consolidated [removed: Results](#i1932fa7793c44d66a2130ab3bdd1dc53_118)] [added: Results](#i2d6ac8ec04f944efb51a218eb671ef66_115)] | | | [removed: [35](#i1932fa7793c44d66a2130ab3bdd1dc53_118)] [added: [37](#i2d6ac8ec04f944efb51a218eb671ef66_115)] | | |

| [Overview of Segment [removed: Results](#i1932fa7793c44d66a2130ab3bdd1dc53_121)] [added: Results](#i2d6ac8ec04f944efb51a218eb671ef66_118)] | | | [removed: [40](#i1932fa7793c44d66a2130ab3bdd1dc53_121)] [added: [42](#i2d6ac8ec04f944efb51a218eb671ef66_118)] | | |

[removed: | [Fiscal] [added: Fiscal] 2026 [removed: Outlook](#i1932fa7793c44d66a2130ab3bdd1dc53_133) | | | [43](#i1932fa7793c44d66a2130ab3bdd1dc53_133) | | |]

| [Critical Accounting [removed: Estimates](#i1932fa7793c44d66a2130ab3bdd1dc53_136)] [added: Estimates](#i2d6ac8ec04f944efb51a218eb671ef66_133)] | | | [removed: [43](#i1932fa7793c44d66a2130ab3bdd1dc53_136)] [added: [46](#i2d6ac8ec04f944efb51a218eb671ef66_133)] | | |

| [Financial Condition, Liquidity, and Capital [removed: Resources](#i1932fa7793c44d66a2130ab3bdd1dc53_139)] [added: Resources](#i2d6ac8ec04f944efb51a218eb671ef66_136)] | | | [removed: [49](#i1932fa7793c44d66a2130ab3bdd1dc53_139)] [added: [51](#i2d6ac8ec04f944efb51a218eb671ef66_136)] | | |

| [Related Party Balances and [removed: Transactions](#i1932fa7793c44d66a2130ab3bdd1dc53_154)] [added: Transactions](#i2d6ac8ec04f944efb51a218eb671ef66_151)] | | | [removed: [53](#i1932fa7793c44d66a2130ab3bdd1dc53_154)] [added: [56](#i2d6ac8ec04f944efb51a218eb671ef66_151)] | | |

| [New Accounting [removed: Pronouncements](#i1932fa7793c44d66a2130ab3bdd1dc53_157)] [added: Pronouncements](#i2d6ac8ec04f944efb51a218eb671ef66_154)] | | | [removed: [53](#i1932fa7793c44d66a2130ab3bdd1dc53_157)] [added: [56](#i2d6ac8ec04f944efb51a218eb671ef66_154)] | | |

Our Financial Review within this Annual Report generally discusses fiscal [removed: 2025] [added: 2026] and fiscal [removed: 2024] [added: 2025] results and year-over-year comparisons between fiscal [removed: 2025] [added: 2026] and fiscal [removed: 2024.][added: 2025.]

For a discussion of our year-over-year comparisons between fiscal [removed: 2024] [added: 2025] and fiscal [removed: 2023,] [added: 2024,] 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: 2024,] [added: 2025,] previously filed with the Securities and Exchange Commission on May [removed: 8, 2024.][added: 9, 2025.]

| [Table of [removed: Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7)] [added: Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7)] | | | [MD&A [removed: Index](#i1932fa7793c44d66a2130ab3bdd1dc53_103)] [added: Index](#i2d6ac8ec04f944efb51a218eb671ef66_100)] | | |

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

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

Refer to [removed: [Financial](#i1932fa7793c44d66a2130ab3bdd1dc53_271) [Note 20](#i1932fa7793c44d66a2130ab3bdd1dc53_271)[, “](#i1932fa7793c44d66a2130ab3bdd1dc53_271)[Segments] [added: [Financial Note 20, “Segments] of [removed: Business](#i1932fa7793c44d66a2130ab3bdd1dc53_271)[,”](#i1932fa7793c44d66a2130ab3bdd1dc53_271)] [added: Business,”](#i2d6ac8ec04f944efb51a218eb671ef66_268)] to the consolidated financial statements included in this Annual Report for further information regarding our reportable segments.

- [removed: U.S.] [added: North American] Pharmaceutical [removed: is a reportable] segment [removed: that distributes] [added: provides distribution and logistics services for] branded, generic, specialty, biosimilar, and over-the-counter pharmaceutical drugs [removed: and] [added: along with] other healthcare-related products [added: to customers] in the United States [removed: (“U.S.”).][added: (“U.S.”) and Canada.]

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

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

This segment offers national brand medical-surgical products as well as [removed: McKesson’s] [added: our] own line of [added: more than 4,000] high-quality products through a network of distribution centers within the U.S. [removed: In May 2025,] [added: During fiscal 2026,] we announced our intention to separate this segment into an independent company.

[removed: During fiscal 2025, we] [added: We] completed the sale of [removed: Rexall] [added: our Norway disposal group] and [removed: Well.ca businesses in Canada (“Canadian] [added: our Canadian] retail disposal [removed: group”).][added: group in fiscal 2026 and 2025, respectively.]

This divestiture is further described in the [removed: “Canadian Divestiture Activities”] [added: “Business Acquisitions and Divestitures”] section below.

Our [added: former] Norwegian [removed: operations provide] [added: operations, which provided] distribution and services to wholesale and retail customers in Norway where we [removed: own, partner,] [added: owned, partnered,] or [removed: franchise] [added: franchised] with retail [removed: pharmacies.][added: pharmacies, were included in Other.]

On [removed: August 26, 2024,] [added: June 2, 2025,] we [removed: entered into a definitive agreement to acquire] [added: completed the acquisition of] a [removed: 70%] controlling interest in Community Oncology Revitalization Enterprise Ventures, LLC (“Core Ventures”), [removed: an internal] [added: a] business and administrative services organization established by Florida Cancer Specialists & Research Institute, LLC, [removed: for approximately $2.49 billion cash, subject to certain customary adjustments.][added: (“FCS”).]

[removed: Following the completion] [added: As] of the [removed: transaction,] [added: acquisition date,] Core Ventures [removed: will be] [added: is a] part of the Oncology [removed: platform,] [added: platform] and financial results [removed: will be] [added: are] reported within our [removed: U.S. Pharmaceutical] [added: Oncology & Multispecialty] segment.

On April [removed: 2,] [added: 1,] 2025, we [removed: announced] [added: completed] the [removed: completion of our previously announced] acquisition of a controlling interest in PRISM [removed: Vision Holdings, LLC (“PRISM Vision”),] [added: Vision,] a leading provider of general ophthalmology and retina [removed: management] [added: administrative] services.

[removed: The] [added: As of the acquisition date, the] financial results of PRISM Vision [removed: will be] [added: are] reported within our [removed: U.S. Pharmaceutical] [added: Oncology & Multispecialty] segment.

[removed: *Canadian] [added: *Norwegian] Divestiture Activities*

The [removed: remeasurement adjustment] [added: gain] includes a [removed: $48] [added: $164] million loss related to the accumulated other comprehensive loss balances associated with the disposal group.

Refer to [removed: [Financial](#i1932fa7793c44d66a2130ab3bdd1dc53_193) [Note 2](#i1932fa7793c44d66a2130ab3bdd1dc53_193)[, “](#i1932fa7793c44d66a2130ab3bdd1dc53_193)[Business] [added: [Financial Note 2, “Business] Acquisitions and [removed: Divestitures](#i1932fa7793c44d66a2130ab3bdd1dc53_193)[,”](#i1932fa7793c44d66a2130ab3bdd1dc53_193),] [added: Divestitures,”](#i2d6ac8ec04f944efb51a218eb671ef66_190)] to the consolidated financial statements included in this Annual Report for more 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: 2025:][added: 2026:]

- For the year ended March 31, [removed: 2025] [added: 2026] compared to the prior year, revenues increased by [removed: 16%,] [added: 12%,] gross profit increased by [removed: 4%,] [added: 9%,] total operating expenses [removed: were flat,] [added: decreased by 6%,] and other income, net increased by [removed: $70 million.][added: 17%.]

Refer to the [“Overview of Consolidated [removed: Results”](#i1932fa7793c44d66a2130ab3bdd1dc53_118)] [added: Results”](#i2d6ac8ec04f944efb51a218eb671ef66_115)] section below for an analysis of these changes;

- Diluted earnings per common share [removed: from continuing operations] attributable to McKesson Corporation increased to [removed: $25.72] [added: $38.38] in fiscal [removed: 2025] [added: 2026] from [removed: $22.39] [added: $25.72] in the prior year;

- [removed: During fiscal 2025, we completed] [added: SDG&A includes charges of $667 million to remeasure] the sale of our [removed: Canadian] [added: Rexall and Well.ca businesses in Canada (“Canadian] retail disposal [removed: group and total operating expenses for the year ended March 31, 2025 includes] [added: group”) to] fair value [removed: remeasurement charges of $667 million;][added: less costs to sell.]

- For the year ended March 31, [removed: 2025,] [added: 2026,] we recorded restructuring charges of [removed: $298] [added: $170] million related to an enterprise-wide initiative to drive operational efficiencies as further described in the “Restructuring Initiatives” section of [“Overview of Consolidated [removed: Results”](#i1932fa7793c44d66a2130ab3bdd1dc53_118)] [added: Results”](#i2d6ac8ec04f944efb51a218eb671ef66_115)] below;

[removed: - We received $444 million] [added: Gross profit] for the [removed: year] [added: years] ended March 31, [added: 2026 and] 2025 [removed: related to] [added: included gains of $23 million and $444 million, respectively, representing] our share of antitrust legal settlements.

[removed: This amount was] [added: We] recorded [removed: as a gain] [added: this amount] within [removed: “Cost] [added: "Cost] of [removed: sales”] [added: sales"] in the Consolidated [removed: Statement] [added: Statements] of Operations within our [removed: U.S.] [added: North American] Pharmaceutical [removed: segment;][added: segment.]

- [removed: We recorded] a charge of [removed: $108] [added: $57] million for the year ended March 31, 2025 related to our estimated liability for opioid-related claims as [removed: further described] [added: discussed] in [Financial Note 17, “Commitments and Contingent [removed: Liabilities,”](#i1932fa7793c44d66a2130ab3bdd1dc53_253)] [added: Liabilities,”](#i2d6ac8ec04f944efb51a218eb671ef66_250)] to the consolidated financial statements included in this Annual [removed: Report;][added: Report.]

- [removed: For the year ended March 31, 2025, we recognized] a net gain of [removed: $100] [added: $101] million [added: for the year ended March 31, 2025] related to [removed: a recapitalization event of one of] our investments in equity securities [removed: which resulted] [added: of certain U.S. growth stage companies] in [removed: an increase to] the [removed: carrying value of this investment] [added: healthcare industry,] as discussed in [Financial Note 15, “Fair Value [removed: Measurements,”](#i1932fa7793c44d66a2130ab3bdd1dc53_247)] [added: Measurements,”](#i2d6ac8ec04f944efb51a218eb671ef66_244)] to the consolidated financial statements included in this Annual Report;

| [General](#i2d6ac8ec04f944efb51a218eb671ef66_103) | | | [33](#i2d6ac8ec04f944efb51a218eb671ef66_103) | | |

| [Executive Summary](#i2d6ac8ec04f944efb51a218eb671ef66_109) | | | [35](#i2d6ac8ec04f944efb51a218eb671ef66_109) | | |

| [Foreign Operations](#i2d6ac8ec04f944efb51a218eb671ef66_124) | | | [45](#i2d6ac8ec04f944efb51a218eb671ef66_124) | | |

| [Business Combinations](#i2d6ac8ec04f944efb51a218eb671ef66_127) | | | [45](#i2d6ac8ec04f944efb51a218eb671ef66_127) | | |

| [Fiscal 202](#i2d6ac8ec04f944efb51a218eb671ef66_130)[7](#i2d6ac8ec04f944efb51a218eb671ef66_130) [Outlook](#i2d6ac8ec04f944efb51a218eb671ef66_130) | | | [45](#i2d6ac8ec04f944efb51a218eb671ef66_130) | | |

We implemented a new segment reporting structure commencing in the second quarter of fiscal 2026, which resulted in four reportable segments: North American Pharmaceutical, Oncology & Multispecialty, Prescription Technology Solutions, and

Medical-Surgical Solutions.

Our former Norwegian operations were included in Other.

All prior segment information has been recast to reflect our new segment structure and current period presentation.

The U.S. distribution operations were previously included in the former U.S. Pharmaceutical reportable segment and the Canadian operations were previously included in the former International reportable segment.

- Oncology & Multispecialty segment includes provider solutions that encompass specialty drug distribution, group purchasing organizations, infusion services, direct to patient pharmacy capabilities, cell and gene therapy services with InspiroGene, technology solutions, practice consulting services, and vaccine distribution.

In addition, the segment supports the U.S. Oncology Network, one of the largest networks of physician-led, integrated, community-based oncology practices dedicated to advancing high-quality, evidence-based cancer care in the U.S., and includes PRISM Vision Holdings, LLC (“PRISM Vision”), which drives patient outcomes in a retina and ophthalmology setting.

Combined with Sarah Cannon Research Institute and our technology business, Ontada, this segment provides research, insights, technologies, and services that address and improve cancer and specialty care.

This segment was previously reflected in the former U.S. Pharmaceutical reportable segment.

- Medical-Surgical Solutions segment provides medical-surgical, laboratory, and pharmaceutical distribution, logistics, and other services to U.S. healthcare providers operating in the non-acute settings.

These include ambulatory care environments, such as physician offices, surgery centers, and hospital reference labs, as well as extended care settings, including nursing homes, hospice and home health care agencies, government facilities, and online marketplaces and retailers.

As a part of the separation strategy, on April 20, 2026, we announced a definitive agreement under which funds managed by affiliates of Apollo Global Management, Inc. (“Apollo Funds”) will acquire approximately 13% minority ownership interest in our Medical‑Surgical Solutions segment through an investment of approximately $1.25 billion in the segment’s convertible preferred equity.

The transaction is subject to regulatory approvals and customary closing conditions.

During fiscal 2026, we completed the transaction to sell our businesses in Norway (“Norway disposal group”).

| [Table of Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7) | | | [MD&A Index](#i2d6ac8ec04f944efb51a218eb671ef66_100) | | |

On January 30, 2026, we completed the sale of our Norway disposal group for an adjusted purchase price of $821 million.

We recorded a net gain of $480 million for the year ended March 31, 2026 in total operating expenses.

We acquired an 80% interest in PRISM Vision for $875 million in cash, and prior owners, including management and physicians in PRISM Vision practices, retained a 20% ownership interest.

We acquired a 70% controlling interest in Core Ventures for $2.5 billion in cash and FCS physicians retained a 30% ownership interest.

- On April 1, 2025, we completed the acquisition of a controlling interest in PRISM Vision for $875 million in cash, as discussed in further detail in the “*Business Acquisitions and Divestitures”* section above;

- On May 8, 2025, we entered into a syndicated $1.0 billion 364-Day senior unsecured credit facility (the “364-Day Credit Facility”) that was scheduled to mature in May 2026 but was terminated on April 24, 2026 and replaced with the 2026 5-Year Facility described in the “*Recent Developments”* section below.

- On May 30, 2025, we completed a public debt offering of 4.65% Notes due May 30, 2030 in a principal amount of $650 million, 4.95% Notes due May 30, 2032 in a principal amount of $650 million, and 5.25% Notes due May 30, 2035 in a principal amount of $700 million, for total proceeds received, net of discounts and debt offering expenses, of 2.0 billion.

The net proceeds from these notes in addition to cash on hand were utilized to fund the purchase of our interest in Core Ventures.

Refer to [Financial Note 11, “Debt and Financing Activities,”](#i2d6ac8ec04f944efb51a218eb671ef66_232) to the consolidated financial statements included in this Annual Report for additional information;

- On June 2, 2025, we completed the acquisition of a controlling interest in Core Ventures for $2.5 billion in cash, as discussed in further detail in the “*Business Acquisitions and Divestitures”* section above;

| [Table of Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7) | | | [MD&A Index](#i2d6ac8ec04f944efb51a218eb671ef66_100) | | |

- On November 14, 2025, our €600 million outstanding principal amount of 1.50% Notes matured and were repaid using cash on hand;

- On December 3, 2025, our $500 million outstanding principal amount of 0.90% Notes matured and were repaid using cash on hand;

- On January 30, 2026, we completed the sale of our Norway disposal group, as discussed in further detail in the “*Business Acquisitions and Divestitures”* section above;

Recent Developments:

The following highlights events that impacted our business subsequent to March 31, 2026:

- On April 1, 2026, certain of our subsidiaries within the Medical-Surgical Solutions segment entered into a syndicated credit agreement for: a $750 million principal senior secured term loan due in 2031 and a $250 million principal senior secured term loan due in 2028, for total proceeds received, net of discounts and debt offering expenses, of $993 million; and a $1.0 billion senior secured revolving credit facility scheduled to mature in April 2031.

Refer to [Financial Note 11, “Debt and Financing Activities,”](#i2d6ac8ec04f944efb51a218eb671ef66_232) to the consolidated financial statements included in this Annual Report for additional information;

- During fiscal 2026, we announced our intention to separate our Medical-Surgical Solutions segment into an independent company.

As a part of the separation strategy, on April 20, 2026, we announced a definitive agreement under which Apollo Funds will acquire approximately 13% minority ownership interest in our Medical‑Surgical Solutions segment through an investment of approximately $1.25 billion in the segment’s convertible preferred equity.

| [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) | | |

We report our financial results in four reportable segments: U.S. Pharmaceutical, Prescription Technology Solutions (“RxTS”), Medical-Surgical Solutions, and International.

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

- 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.

- International is a reportable segment that includes our operations in Canada and 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 included Rexall Health retail pharmacies.

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.

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

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.

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

- For the year ended March 31, 2025, we recognized a net discrete tax benefit of $258 million related to the sales of certain intellectual property between McKesson wholly-owned legal entities based in foreign tax jurisdictions;

*•*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

Opioid-Related Litigation and Claims

As described in the discussion of opioid-related matters in [Financial Note 17, “Commitments and Contingent Liabilities,”](#i1932fa7793c44d66a2130ab3bdd1dc53_253) to the consolidated financial statements included in this Annual Report, we are a defendant in many legal proceedings asserting claims related to the distribution of controlled substances (opioids) in federal and state courts throughout the U.S., and in Puerto Rico and Canada.

Other than as to the settlements described in [Financial Note 17, “Commitments and Contingent Liabilities,”](#i1932fa7793c44d66a2130ab3bdd1dc53_253), we have not concluded a loss is probable in any of the matters; nor is any possible loss or range of loss reasonably estimable.

An adverse judgment or negotiated resolution in any of these matters could have a material adverse impact on our financial position, cash flows or liquidity, or results of operations.

Rite Aid Bankruptcy Proceedings

During fiscal 2024, our customer Rite Aid Corporation (including certain of its subsidiaries, “Rite Aid”) filed a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code.

As a result, we recorded a provision for bad debts of $725 million for the year ended March 31, 2024, representing the uncollected trade accounts receivable from sales to Rite Aid prior to its bankruptcy petition filing.

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

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

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

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

For additional disclosure of our policy regarding allowances for credit losses, refer to the [“Critical Accounting Estimates”](#i1932fa7793c44d66a2130ab3bdd1dc53_136) section included in this Financial Review.

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

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

Gross profit increased for the year ended March 31, 2025 compared to the prior year primarily in our U.S. Pharmaceutical segment driven by growth of specialty pharmaceuticals, growth from retail national account customers, and our share of antitrust legal settlements received in fiscal 2025, partially offset by last-in, first-out (“LIFO”) inventory charges in fiscal 2025 and higher restructuring charges.

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.

bp - basis points

- SDG&A includes charges of $667 million to remeasure our Canadian retail disposal group to fair value less costs to sell.

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

Fiscal 2024

- SDG&A includes a provision for bad debts of $725 million related to the bankruptcy of Rite Aid in October 2023.

At March 31, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] we had [removed: $5.7] [added: $4.0] billion and [removed: $4.6] [added: $5.7] billion, respectively, in cash and cash equivalents.

At March 31, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] we also had fixed-to-floating interest rate swaps with a total notional amount of $750 [removed: million and $1.3 billion,] [added: million,] respectively.

The effect of a hypothetical 50 basis [removed: points] [added: point] 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: $8] [added: $17] million and [removed: $4] [added: $8] million to our earnings in fiscal [removed: 2025] [added: 2026] and fiscal [removed: 2024,] [added: 2025,] respectively.

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

In September 2024, we announced an agreement to sell our [removed: Rexall and Well.ca businesses in Canada (“Canadian] [added: Canadian] retail disposal [removed: group”).][added: group and we completed the sale on December 30, 2024.]

Refer to [removed: [Financial](#i1932fa7793c44d66a2130ab3bdd1dc53_193) [Note 2](#i1932fa7793c44d66a2130ab3bdd1dc53_193)[, “](#i1932fa7793c44d66a2130ab3bdd1dc53_193)[Business] [added: [Financial Note 2, “Business] Acquisitions and [removed: Divestitures](#i1932fa7793c44d66a2130ab3bdd1dc53_193)[,”](#i1932fa7793c44d66a2130ab3bdd1dc53_193)] [added: Divestitures,”](#i2d6ac8ec04f944efb51a218eb671ef66_190)] to the consolidated financial statements included in this Annual Report for more information on these divestitures.

The completion of these divestitures has reduced our foreign currency exchange rate risk as it relates to the Euro and [removed: British pound sterling.][added: Canadian dollar.]

Refer to [removed: [Financial](#i1932fa7793c44d66a2130ab3bdd1dc53_244) [Note 14](#i1932fa7793c44d66a2130ab3bdd1dc53_244)[, “](#i1932fa7793c44d66a2130ab3bdd1dc53_244)[Hedging Activities](#i1932fa7793c44d66a2130ab3bdd1dc53_244)[,”](#i1932fa7793c44d66a2130ab3bdd1dc53_244)] [added: [Financial Note 14, “Hedging Activities,”](#i2d6ac8ec04f944efb51a218eb671ef66_241)] to the consolidated financial statements included in this Annual Report for more information on our cross-currency swaps.

At March 31, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] 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: 2025] [added: 2026] or fiscal [removed: 2024.][added: 2025.]

Refer to [removed: [Financial](#i1932fa7793c44d66a2130ab3bdd1dc53_190)] [added: [Financial](#i2d6ac8ec04f944efb51a218eb671ef66_187)] [Note [removed: 1](#i1932fa7793c44d66a2130ab3bdd1dc53_190)[, “](#i1932fa7793c44d66a2130ab3bdd1dc53_190)[Significant] [added: 1](#i2d6ac8ec04f944efb51a218eb671ef66_187)[, “Significant] Accounting [removed: Policies](#i1932fa7793c44d66a2130ab3bdd1dc53_190)[,”](#i1932fa7793c44d66a2130ab3bdd1dc53_190)] [added: Policies,”](#i2d6ac8ec04f944efb51a218eb671ef66_187)] under the section “*Foreign Currency Translation*” for more information regarding our exposure to transactional gains and losses.

| [Table of [removed: Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7)] [added: Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7)] | | | [Item 8 [removed: Index](#i1932fa7793c44d66a2130ab3bdd1dc53_163)] [added: Index](#i2d6ac8ec04f944efb51a218eb671ef66_160)] | | |

In August 2025, we entered into a definitive agreement to sell our Norway disposal group and we completed the sale on January 30, 2026.

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

In July 2021, we announced our intention to exit our businesses in Europe and completed the divestitures of our Austrian business in fiscal 2022, and the U.K. disposal group and the E.U. disposal group in fiscal 2023.

| [Business [removed: Segments](#i1932fa7793c44d66a2130ab3bdd1dc53_19)] [added: Segments](#i2d6ac8ec04f944efb51a218eb671ef66_19)] | | | [removed: [4](#i1932fa7793c44d66a2130ab3bdd1dc53_19)] [added: [4](#i2d6ac8ec04f944efb51a218eb671ef66_19)] | | |

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

| [Prescription Technology [removed: Solutions](#i1932fa7793c44d66a2130ab3bdd1dc53_25)] [added: Solutions](#i2d6ac8ec04f944efb51a218eb671ef66_25)] | | | [removed: [7](#i1932fa7793c44d66a2130ab3bdd1dc53_25)] [added: [8](#i2d6ac8ec04f944efb51a218eb671ef66_25)] | | |

| [Medical-Surgical [removed: Solutions](#i1932fa7793c44d66a2130ab3bdd1dc53_28)] [added: Solutions](#i2d6ac8ec04f944efb51a218eb671ef66_28)] | | | [removed: [7](#i1932fa7793c44d66a2130ab3bdd1dc53_28)] [added: [8](#i2d6ac8ec04f944efb51a218eb671ef66_28)] | | |

| [Investments, Restructuring, Business Combinations, and [removed: Divestitures](#i1932fa7793c44d66a2130ab3bdd1dc53_34)] [added: Divestitures](#i2d6ac8ec04f944efb51a218eb671ef66_34)] | | | [removed: [8](#i1932fa7793c44d66a2130ab3bdd1dc53_34)] [added: [8](#i2d6ac8ec04f944efb51a218eb671ef66_34)] | | |

| [Patents, Trademarks, Copyrights, and [removed: Licenses](#i1932fa7793c44d66a2130ab3bdd1dc53_40)] [added: Licenses](#i2d6ac8ec04f944efb51a218eb671ef66_40)] | | | [removed: [8](#i1932fa7793c44d66a2130ab3bdd1dc53_40)] [added: [9](#i2d6ac8ec04f944efb51a218eb671ef66_40)] | | |

| [Human [removed: Capital](#i1932fa7793c44d66a2130ab3bdd1dc53_43)] [added: Capital](#i2d6ac8ec04f944efb51a218eb671ef66_43)] | | | [removed: [9](#i1932fa7793c44d66a2130ab3bdd1dc53_43)] [added: [9](#i2d6ac8ec04f944efb51a218eb671ef66_43)] | | |

| [Government [removed: Regulation](#i1932fa7793c44d66a2130ab3bdd1dc53_46)] [added: Regulation](#i2d6ac8ec04f944efb51a218eb671ef66_46)] | | | [removed: [9](#i1932fa7793c44d66a2130ab3bdd1dc53_46)] [added: [10](#i2d6ac8ec04f944efb51a218eb671ef66_46)] | | |

| [Other Information about the [removed: Business](#i1932fa7793c44d66a2130ab3bdd1dc53_49)] [added: Business](#i2d6ac8ec04f944efb51a218eb671ef66_49)] | | | [removed: [12](#i1932fa7793c44d66a2130ab3bdd1dc53_49)] [added: [13](#i2d6ac8ec04f944efb51a218eb671ef66_49)] | | |

| [Forward-Looking [removed: Statements](#i1932fa7793c44d66a2130ab3bdd1dc53_52)] [added: Statements](#i2d6ac8ec04f944efb51a218eb671ef66_52)] | | | [removed: [12](#i1932fa7793c44d66a2130ab3bdd1dc53_52)] [added: [14](#i2d6ac8ec04f944efb51a218eb671ef66_52)] | | |

Unless otherwise noted, all references in this document to a particular year [removed: refers] [added: refer] to the Company’s fiscal year.

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

| [Table of [removed: Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7)] [added: Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7)] | | | [Item 1 [removed: Index](#i1932fa7793c44d66a2130ab3bdd1dc53_13)] [added: Index](#i2d6ac8ec04f944efb51a218eb671ef66_13)] | | |

Our [removed: U.S.] [added: North American] Pharmaceutical segment distributes branded, generic, specialty, biosimilar and over-the-counter (“OTC”) pharmaceutical drugs, and other healthcare-related products [added: to customers] in the United States [removed: (“U.S.”).][added: (“U.S.”) and Canada.]

Our [removed: RxTS] [added: Prescription Technology Solutions] 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 biopharma companies.

[removed: RxTS] [added: Prescription Technology Solutions] serves our biopharma and life sciences partners, delivering innovative solutions that help people get the medicine they need to live healthier lives.

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

Our Medical-Surgical Solutions segment [removed: provides] [added: is a leading provider of] medical-surgical [removed: supply] [added: supplies, laboratory equipment, and pharmaceutical] distribution, logistics, and other services to [added: non-acute settings in the U.S. These include] healthcare [removed: providers, including] [added: providers operating in ambulatory care environments, such as] physician offices, surgery centers, [removed: nursing homes,] [added: and] hospital reference labs, [added: as well as extended care settings, including nursing homes, hospice] and home health care [removed: agencies.][added: agencies, government markets, and online marketplaces and retailers.]

[removed: We] [added: Through a network of distribution centers in the U.S., we] offer more than [removed: 245,000] [added: 270,000 products from] national brand [removed: medical-surgical products as well as McKesson’s] [added: manufacturers and our] own [removed: line] [added: brand] of [added: more than 4,000] high-quality [removed: products through a network of distribution centers in the U.S.][added: products.]

During fiscal [removed: 2025,] [added: 2026,] we completed the sale of [removed: Rexall and Well.ca] [added: our] businesses in [removed: Canada.][added: Norway.]

Refer to [Financial Note 2, “Business Acquisitions and [removed: Divestitures,”](#i1932fa7793c44d66a2130ab3bdd1dc53_193),] [added: Divestitures](#i2d6ac8ec04f944efb51a218eb671ef66_190)[,”](#i2d6ac8ec04f944efb51a218eb671ef66_190)] to the consolidated financial statements included in this Annual Report for more information.

[removed: U.S.] [added: North American] Pharmaceutical Segment:

Our [removed: U.S.] [added: North American] Pharmaceutical segment provides distribution and logistics services for branded, generic, specialty, biosimilar, and OTC pharmaceutical drugs along with other healthcare-related products to [removed: customers.][added: customers in the U.S. and Canada.]

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

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

For example, we offer McKesson [removed: ConnectSM,] [added: Connect*SM*,] an internet-based ordering system that provides item look-up and real-time inventory availability as well as ordering, purchasing, third-party reconciliation, and account management functionality.

We provide solutions to our customers including supply management technology, world-class marketing programs, managed care, [removed: repackaging products,] and services to help them meet their business and quality goals.

[removed: We] [added: Within U.S. Pharmaceutical, we] have [removed: four] [added: three] primary [removed: customer] pharmaceutical distribution [added: customer] channels: (i) retail national accounts, which include national and regional retail chains, food and drug combinations, mail order pharmacies, and mass merchandisers, (ii) community [removed: pharmacies] [added: pharmacy] and [removed: health (formerly described as independent, small,] [added: health,] and [removed: medium chain retail pharmacies),] (iii) institutional healthcare providers such as hospitals, health systems, integrated delivery networks, and long-term care [removed: providers, and (iv) oncology, biopharma, and other specialty partners.][added: providers.]

- Central [removed: FillSM] [added: Fill*SM*] – Prescription refill service that enables pharmacies to more quickly refill prescriptions remotely, more accurately, and at a lower cost, while reducing inventory levels and improving customer service.

- ExpressRx [removed: Track™] [added: Track*™*] – Pharmacy automation solution featuring state-of-the-art robotics, upgraded imaging, and expanded vial capabilities, and industry-leading speed and accuracy in a small footprint.

- Health Mart® – A national network of approximately [removed: 4,400] [added: 3,900] independently-owned pharmacies and one of the industry’s most comprehensive pharmacy franchise programs.

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

- McKesson Reimbursement [removed: AdvantageSM] [added: Advantage*SM*] (“MRA”) – MRA is one of the industry’s most comprehensive reimbursement optimization packages, comprising financial services (automated claim resubmission), analytic services, and customer care.

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

*Institutional Healthcare Providers:* At McKesson, we [removed: are relentless in our pursuit of opportunities] [added: aim] to achieve operational efficiency, reduce waste, and improve the financial performance of our customers so they can achieve more of their goals today and into the future.

- Professional and Advisory Services – Comprehensive suite of advisory and consulting services designed to support [removed: health system business of] pharmacy [removed: initiatives,] [added: initiatives across health systems,] 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 [removed: support] [added: support,] and retail pharmacy payer solutions.

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

The [removed: U.S. Pharmaceutical] [added: Oncology & Multispecialty] segment provides a range of solutions to oncology and other specialty practices and offers community [added: physician] specialists (oncologists, rheumatologists, ophthalmologists, urologists, neurologists, and other specialists) an extensive set of customizable solutions and services designed to strengthen core practice operations, enhance value-based care delivery, and expand their service offering to patients.

Community-based physicians [removed: in] [added: supported by] this business have broad flexibility and discretion to select the products and commitment levels that best meet their practice needs.

| [General](#i2d6ac8ec04f944efb51a218eb671ef66_16) | | | [3](#i2d6ac8ec04f944efb51a218eb671ef66_16) | | |

| [North American Pharmaceutical](#i2d6ac8ec04f944efb51a218eb671ef66_22) | | | [4](#i2d6ac8ec04f944efb51a218eb671ef66_22) | | |

| [Oncology & Multispecialty](#i2d6ac8ec04f944efb51a218eb671ef66_2199023258129) | | | [7](#i2d6ac8ec04f944efb51a218eb671ef66_2199023258129) | | |

| [Competition](#i2d6ac8ec04f944efb51a218eb671ef66_37) | | | [8](#i2d6ac8ec04f944efb51a218eb671ef66_37) | | |

Commencing in the second quarter of fiscal 2026, we implemented a new segment reporting structure which resulted in four reportable segments: North American Pharmaceutical, Oncology & Multispecialty, Prescription Technology Solutions, and Medical-Surgical Solutions.

Our former Norwegian operations were included in Other.

All prior segment information has been recast to reflect the Company’s new segment structure and current period presentation.

The U.S. distribution operations were previously included in the former U.S. Pharmaceutical reportable segment, and the Canadian operations were previously included in the former International reportable segment.

Our Oncology & Multispecialty segment includes provider solutions that encompass specialty drug distribution, group purchasing organizations, infusion services, direct to patient pharmacy capabilities, InspiroGene™ cell and gene therapy services, technology solutions, practice consulting services, and vaccine distribution.

In addition, the segment supports the U.S. Oncology Network, one of the largest networks of physician-led, integrated, community-based oncology practices dedicated to advancing high-quality, evidence-based cancer care in the U.S. The segment also includes PRISM Vision Holdings, LLC (“PRISM Vision”); which drives patient outcomes in a retina and ophthalmology setting.

Combined with Sarah Cannon Research Institute (“SCRI”) and our technology business, Ontada, this segment provides research, insights, technologies, and services that address and improve cancer and specialty care.

This segment was previously reflected in the former U.S. Pharmaceutical reportable segment.

This segment offers more than 270,000 national brand medical-surgical products as well as its own line of more than 4,000 high-quality products through a network of distribution centers in the U.S. During fiscal 2026, we announced our intention to separate this segment into an independent company.

As a part of the separation strategy, on April 20, 2026, we announced a definitive agreement under which funds managed by affiliates of Apollo Global Management, Inc. (“Apollo Funds”) will acquire approximately 13% minority ownership interest in our Medical‑Surgical Solutions segment through an investment of approximately $1.25 billion in the segment’s convertible preferred equity.

This transaction is subject to regulatory approvals and customary closing conditions.

Our former Norwegian operations, which provided distribution and services to wholesale and retail customers in Norway where we owned, partnered, or franchised with retail pharmacies, were included in Other.

This business provides solutions and services to pharmacies, hospitals, pharmaceutical manufacturers, physicians, payors, and patients.

| [Table of Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7) | | | [Item 1 Index](#i2d6ac8ec04f944efb51a218eb671ef66_13) | | |

| [Table of Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7) | | | [Item 1 Index](#i2d6ac8ec04f944efb51a218eb671ef66_13) | | |

*McKesson Canada*

| [Table of Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7) | | | [Item 1 Index](#i2d6ac8ec04f944efb51a218eb671ef66_13) | | |

These services include INVIVA, which operates Canada’s first nationally accredited and one of the largest networks of private infusion clinics.

Through our Specialty Health platform, McKesson Canada provides data‑driven insights and real‑world evidence offerings, leveraging de‑identified, privacy‑compliant data to support manufacturers with commercialization, market access, and patient journey optimization.

Oncology & Multispecialty:

These include the U.S. Oncology Network, one of the nation’s largest networks of physician-led, integrated, community-based oncology practices dedicated to advancing high-quality, evidence-based cancer care.

The segment also includes an 80% controlling interest in PRISM Vision, a leading provider of general ophthalmology and retina management services.

| [Table of Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7) | | | [Item 1 Index](#i2d6ac8ec04f944efb51a218eb671ef66_13) | | |

As a part of the separation strategy, on April 20, 2026, we announced we had entered into a definitive agreement under which Apollo Funds will acquire approximately 13% minority ownership interest in our Medical‑Surgical Solutions segment through an investment of approximately $1.25 billion in the segment’s convertible preferred equity.

This transaction closing is subject to regulatory approvals and customary closing conditions.

We operate in highly competitive markets across North America, and the healthcare industry has experienced significant consolidation in recent years.

| [Table of Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7) | | | [Item 1 Index](#i2d6ac8ec04f944efb51a218eb671ef66_13) | | |

In our Oncology & Multispecialty segment, we compete with other specialty distributors; GPOs; specialty pharmacies; oncology networks and platforms; ophthalmology and retina management services providers; and healthcare information technology and data and analytics companies.

Certain competitors also offer combinations of distribution, GPO, and provider services capabilities, including Cencora, Inc. and Cardinal Health, Inc. In addition, our clinical research offerings compete with contract research organizations, site management organizations, academic medical centers, and health systems that support clinical trials.

Competition in this space ranges widely in size, geographic reach, and the scope and depth of products and services offered.

Additionally, we compete with other service providers and healthcare manufacturers, as well as potential customers who may choose to build internal supply management capabilities rather than rely on external partners like us.

| [Table of Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7) | | | [Item 1 Index](#i2d6ac8ec04f944efb51a218eb671ef66_13) | | |

| [Table of Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7) | | | [Item 1 Index](#i2d6ac8ec04f944efb51a218eb671ef66_13) | | |

government; and (4) require certain entities to report and return an overpayment by Medicare or Medicaid within 60 days of identifying the overpayment.

The healthcare industry continues to be impacted by reform efforts aimed at reducing costs and government spending, as well as by challenges to those efforts.

The ACA has faced scrutiny since its adoption, and we cannot predict the impact of any initiatives to change or repeal its provisions.

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

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

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

The Company operates its business in four reportable segments: U.S. Pharmaceutical, Prescription Technology Solutions (“RxTS”), Medical-Surgical Solutions, and International.

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

Our International segment provides distribution and services to wholesale, institutional, and retail customers in Canada and 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.

*Oncology, Biopharma, and Other Specialty Partners:*

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

International Segment:

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.

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

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

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

We continue to evaluate suitable exit alternatives for our retail and distribution businesses in Norway.

Refer to [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 for additional information on our European divestitures.

We operate in highly competitive environments in North America and Norway.

In recent years, the healthcare industry has been subject to increasing consolidation.

Competition in this business varies in size from large to small companies, in geographical coverage, and in scope and breadth of products and services offered.

In addition, we compete with other service providers and healthcare manufacturers, as well as other potential customers of our businesses, which may from time to time decide to develop, for their own internal needs, supply management capabilities that might otherwise be provided by our businesses.

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

Our I2CARE values (Integrity, Inclusion, Customer-First, Accountability, Respect, Excellence) and ILEAD leadership behaviors (Inspire, Leverage, Execute, Advance, Develop) 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.

We also offer 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.

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

Our ERGs focus on helping employees make authentic connections, celebrate and learn from each other, showcase leadership skills and find ways to nurture and support belonging and empowerment.

*Investment in Employees:* We are committed to investing in our employees, so that they, in turn, can focus on furthering our purpose of Advancing Health Outcomes for All®.

We offer employees health and wellness benefits focused on physical, mental, and social well-being, savings programs to help prepare them for retirement and flexible work arrangements, and other offerings.

We also offer employees regular training, coaching, and 360-degree assessments, and financial assistance programs for higher education opportunities.

We also seek feedback on our people leaders through our annual manager quality survey, which is an opportunity for employees to help their managers grow professionally and build valuable leadership skills that help to promote a positive and productive workplace.

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

McKesson continues to advocate for policies that would improve drug cost transparency under a patient's drug plan to better inform prescribing decisions, and also address access to care, affordability, and treatment regimen adherence, all designed to improve clinical outcomes and reduce the health spending burden.

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.

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

These matters are described further in [Financial](#i1932fa7793c44d66a2130ab3bdd1dc53_253) [Note 17](#i1932fa7793c44d66a2130ab3bdd1dc53_253)[, “](#i1932fa7793c44d66a2130ab3bdd1dc53_253)[Commitments and Contingent Liabilities](#i1932fa7793c44d66a2130ab3bdd1dc53_253)[,”](#i1932fa7793c44d66a2130ab3bdd1dc53_253) to the consolidated financial statements included in this Annual Report.

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

See “Risk Factors” in Item 1A of Part I below for information regarding risks associated with our foreign operations.

Certain legal proceedings in which we are involved are discussed in [removed: [Financial](#i1932fa7793c44d66a2130ab3bdd1dc53_253) [Note 17](#i1932fa7793c44d66a2130ab3bdd1dc53_253)[, “](#i1932fa7793c44d66a2130ab3bdd1dc53_253)[Commitments] [added: [Financial Note 17, “Commitments] and Contingent [removed: Liabilities](#i1932fa7793c44d66a2130ab3bdd1dc53_253)[,”](#i1932fa7793c44d66a2130ab3bdd1dc53_253)] [added: Liabilities,”](#i2d6ac8ec04f944efb51a218eb671ef66_250)] to the consolidated financial statements included in this Annual Report.

[Table of [removed: Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7)][added: Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7)]

For the fiscal year ended March 31, [removed: 2025][added: 2026]

[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: 2024,] [added: 2025,] was approximately [removed: $62.7] [added: $95.3] billion.

Number of shares of common stock outstanding on April 30, [removed: 2025: 125,112,236][added: 2026: 120,204,051]

Portions of the registrant’s Proxy Statement for its calendar year [removed: 2025] [added: 2026] Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K.

| 1A. | | | [Risk [removed: Factors](#i1932fa7793c44d66a2130ab3bdd1dc53_58)] [added: Factors](#i2d6ac8ec04f944efb51a218eb671ef66_58)] | | | [removed: [13](#i1932fa7793c44d66a2130ab3bdd1dc53_58)] [added: [14](#i2d6ac8ec04f944efb51a218eb671ef66_58)] | | |

| 1B. | | | [Unresolved Staff [removed: Comments](#i1932fa7793c44d66a2130ab3bdd1dc53_73)] [added: Comments](#i2d6ac8ec04f944efb51a218eb671ef66_73)] | | | [removed: [24](#i1932fa7793c44d66a2130ab3bdd1dc53_73)] [added: [26](#i2d6ac8ec04f944efb51a218eb671ef66_73)] | | |

| 1C. | | | [removed: [Cybersecurity](#i1932fa7793c44d66a2130ab3bdd1dc53_76)] [added: [Cybersecurity](#i2d6ac8ec04f944efb51a218eb671ef66_76)] | | | [removed: [24](#i1932fa7793c44d66a2130ab3bdd1dc53_76)] [added: [27](#i2d6ac8ec04f944efb51a218eb671ef66_76)] | | |

| 3. | | | [Legal [removed: Proceedings](#i1932fa7793c44d66a2130ab3bdd1dc53_82)] [added: Proceedings](#i2d6ac8ec04f944efb51a218eb671ef66_82)] | | | [removed: [26](#i1932fa7793c44d66a2130ab3bdd1dc53_82)] [added: [28](#i2d6ac8ec04f944efb51a218eb671ef66_82)] | | |

| 4. | | | [Mine Safety [removed: Disclosures](#i1932fa7793c44d66a2130ab3bdd1dc53_85)] [added: Disclosures](#i2d6ac8ec04f944efb51a218eb671ef66_85)] | | | [removed: [26](#i1932fa7793c44d66a2130ab3bdd1dc53_85)] [added: [28](#i2d6ac8ec04f944efb51a218eb671ef66_85)] | | |

| | | | [Information about our Executive [removed: Officers](#i1932fa7793c44d66a2130ab3bdd1dc53_88)] [added: Officers](#i2d6ac8ec04f944efb51a218eb671ef66_88)] | | | [removed: [27](#i1932fa7793c44d66a2130ab3bdd1dc53_88)] [added: [29](#i2d6ac8ec04f944efb51a218eb671ef66_88)] | | |

| 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#i1932fa7793c44d66a2130ab3bdd1dc53_94)] [added: Securities](#i2d6ac8ec04f944efb51a218eb671ef66_94)] | | | [removed: [28](#i1932fa7793c44d66a2130ab3bdd1dc53_94)] [added: [30](#i2d6ac8ec04f944efb51a218eb671ef66_94)] | | |

| 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i1932fa7793c44d66a2130ab3bdd1dc53_103)] [added: Operations](#i2d6ac8ec04f944efb51a218eb671ef66_100)] | | | [removed: [31](#i1932fa7793c44d66a2130ab3bdd1dc53_103)] [added: [33](#i2d6ac8ec04f944efb51a218eb671ef66_100)] | | |

| 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i1932fa7793c44d66a2130ab3bdd1dc53_160)] [added: Risk](#i2d6ac8ec04f944efb51a218eb671ef66_157)] | | | [removed: [54](#i1932fa7793c44d66a2130ab3bdd1dc53_160)] [added: [57](#i2d6ac8ec04f944efb51a218eb671ef66_157)] | | |

| 8. | | | [Financial Statements and Supplementary [removed: Data](#i1932fa7793c44d66a2130ab3bdd1dc53_163)] [added: Data](#i2d6ac8ec04f944efb51a218eb671ef66_160)] | | | [removed: [55](#i1932fa7793c44d66a2130ab3bdd1dc53_163)] [added: [58](#i2d6ac8ec04f944efb51a218eb671ef66_160)] | | |

| 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i1932fa7793c44d66a2130ab3bdd1dc53_274)] [added: Disclosure](#i2d6ac8ec04f944efb51a218eb671ef66_271)] | | | [removed: [124](#i1932fa7793c44d66a2130ab3bdd1dc53_274)] [added: [119](#i2d6ac8ec04f944efb51a218eb671ef66_271)] | | |

| 9A. | | | [Controls and [removed: Procedures](#i1932fa7793c44d66a2130ab3bdd1dc53_277)] [added: Procedures](#i2d6ac8ec04f944efb51a218eb671ef66_274)] | | | [removed: [124](#i1932fa7793c44d66a2130ab3bdd1dc53_277)] [added: [119](#i2d6ac8ec04f944efb51a218eb671ef66_274)] | | |

| 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i1932fa7793c44d66a2130ab3bdd1dc53_283)] [added: Inspections](#i2d6ac8ec04f944efb51a218eb671ef66_283)] | | | [removed: [125](#i1932fa7793c44d66a2130ab3bdd1dc53_283)] [added: [119](#i2d6ac8ec04f944efb51a218eb671ef66_283)] | | |

| | | | [PART [removed: III](#i1932fa7793c44d66a2130ab3bdd1dc53_286)] [added: III](#i2d6ac8ec04f944efb51a218eb671ef66_286)] | | | | | |

| 10. | | | [Directors, Executive Officers, and Corporate [removed: Governance](#i1932fa7793c44d66a2130ab3bdd1dc53_289)] [added: Governance](#i2d6ac8ec04f944efb51a218eb671ef66_289)] | | | [removed: [125](#i1932fa7793c44d66a2130ab3bdd1dc53_289)] [added: [119](#i2d6ac8ec04f944efb51a218eb671ef66_289)] | | |

| 11. | | | [Executive [removed: Compensation](#i1932fa7793c44d66a2130ab3bdd1dc53_292)] [added: Compensation](#i2d6ac8ec04f944efb51a218eb671ef66_292)] | | | [removed: [126](#i1932fa7793c44d66a2130ab3bdd1dc53_292)] [added: [120](#i2d6ac8ec04f944efb51a218eb671ef66_292)] | | |

| 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i1932fa7793c44d66a2130ab3bdd1dc53_295)] [added: Matters](#i2d6ac8ec04f944efb51a218eb671ef66_295)] | | | [removed: [126](#i1932fa7793c44d66a2130ab3bdd1dc53_295)] [added: [121](#i2d6ac8ec04f944efb51a218eb671ef66_295)] | | |

| 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i1932fa7793c44d66a2130ab3bdd1dc53_301)] [added: Independence](#i2d6ac8ec04f944efb51a218eb671ef66_301)] | | | [removed: [127](#i1932fa7793c44d66a2130ab3bdd1dc53_301)] [added: [121](#i2d6ac8ec04f944efb51a218eb671ef66_301)] | | |

| 14. | | | [Principal Accountant Fees and [removed: Services](#i1932fa7793c44d66a2130ab3bdd1dc53_304)] [added: Services](#i2d6ac8ec04f944efb51a218eb671ef66_304)] | | | [removed: [127](#i1932fa7793c44d66a2130ab3bdd1dc53_304)] [added: [121](#i2d6ac8ec04f944efb51a218eb671ef66_304)] | | |

| | | | [PART [removed: IV](#i1932fa7793c44d66a2130ab3bdd1dc53_307)] [added: IV](#i2d6ac8ec04f944efb51a218eb671ef66_307)] | | | | | |

| 15. | | | [Exhibits and Financial Statement [removed: Schedule](#i1932fa7793c44d66a2130ab3bdd1dc53_310)] [added: Schedule](#i2d6ac8ec04f944efb51a218eb671ef66_310)] | | | [removed: [128](#i1932fa7793c44d66a2130ab3bdd1dc53_310)] [added: [122](#i2d6ac8ec04f944efb51a218eb671ef66_310)] | | |

| 16. | | | [Form 10-K [removed: Summary](#i1932fa7793c44d66a2130ab3bdd1dc53_319)] [added: Summary](#i2d6ac8ec04f944efb51a218eb671ef66_319)] | | | [removed: [134](#i1932fa7793c44d66a2130ab3bdd1dc53_319)] [added: [128](#i2d6ac8ec04f944efb51a218eb671ef66_319)] | | |

| [Table of [removed: Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7)] [added: Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7)] | | | [Item 1 [removed: Index](#i1932fa7793c44d66a2130ab3bdd1dc53_13)] [added: Index](#i2d6ac8ec04f944efb51a218eb671ef66_13)] | | |

[Table of Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7)

| | | | [PART I](#i2d6ac8ec04f944efb51a218eb671ef66_10) | | | | | |

| 1. | | | [Business](#i2d6ac8ec04f944efb51a218eb671ef66_13) | | | [3](#i2d6ac8ec04f944efb51a218eb671ef66_13) | | |

| 2. | | | [Properties](#i2d6ac8ec04f944efb51a218eb671ef66_79) | | | [28](#i2d6ac8ec04f944efb51a218eb671ef66_79) | | |

| | | | [PART II](#i2d6ac8ec04f944efb51a218eb671ef66_91) | | | | | |

| 6. | | | [Reserved](#i2d6ac8ec04f944efb51a218eb671ef66_97) | | | [32](#i2d6ac8ec04f944efb51a218eb671ef66_97) | | |

| 9B. | | | [Other Information](#i2d6ac8ec04f944efb51a218eb671ef66_277) | | | [119](#i2d6ac8ec04f944efb51a218eb671ef66_277) | | |

| | | | [Signatures](#i2d6ac8ec04f944efb51a218eb671ef66_322) | | | [129](#i2d6ac8ec04f944efb51a218eb671ef66_322) | | |

| 1.500% Notes due 2025 | | | MCK25 | | | New York Stock Exchange | | |

| | | | [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) | | |

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

| | | |

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

| [Table of Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7) | | |

McKESSON CORPORATION

Our Cybersecurity [removed: Risk Management] Program [removed: (“RM Program”)] is aligned with the National Institute of Standards and Technology Cybersecurity Framework [added: (“NIST CSF”)] and other industry best practices.

The [removed: RM] [added: Cybersecurity] Program is designed to identify, assess and mitigate material cybersecurity risks.

| [Table of [removed: Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7)] [added: Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7)] | | |

We have implemented cybersecurity controls designed to protect our systems, [removed: data] [added: data,] and operations from cybersecurity risks.

Enterprise-wide cybersecurity and privacy training [removed: continue] [added: continues] to serve an important role in risk reduction and protection of the Company and our stakeholders.

Our Cybersecurity Incident Response Plan [removed: (“Response Plan”)] [added: (“CIRP”)] provides a framework for responding to cybersecurity incidents.

[removed: The Response Plan governs activities such as preparation, detection, coordination, eradication, recovery, and] [added: It also provides processes for] appropriate escalations to the Company’s senior management, disclosure committee, Board, and relevant Board committees.

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

We also engage internal and external assessors, consultants, auditors, and other [removed: third parties,] [added: third-parties,] to assess our [removed: RM Program .][added: Cybersecurity Program’s maturity.]

The CIO/CTO reports to our [removed: CFO,] [added: CEO,] is a member of the Executive Operating Team, and provides updates to [removed: that group] [added: the Board] about cybersecurity matters.

Our CIO/CTO has more than [removed: 29] [added: 30] years of experience managing technology and risks, and advising on cybersecurity issues and our CISO has more than [removed: 21] [added: 22] years of relevant experience, is a Certified Information System Security Professional (CISSP), and a Certified Information Systems Auditor (CISA).

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

In addition, as cybersecurity attacks become increasingly complex in part due to the emergence of new AI enabled technologies that allow threat actors to target particular entities and IT systems, we are taking measures to manage these risks by deploying new tools and capabilities, including AI.

The CIRP is based on the NIST CSF framework and governs activities such as preparation, detection, coordination, eradication and recovery.

This includes conducting due diligence on the third parties we use along with using third party cybersecurity monitoring and alerting tools.

As of March 31, 2026, we are not aware of any cybersecurity incidents that have materially affected, or are reasonably likely to materially affect, our business strategy, results of operations, or financial condition.

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

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

Information as to material lease commitments is included in [removed: [Financial](#i1932fa7793c44d66a2130ab3bdd1dc53_223) [Note 9](#i1932fa7793c44d66a2130ab3bdd1dc53_223)[, “](#i1932fa7793c44d66a2130ab3bdd1dc53_223)[Leases](#i1932fa7793c44d66a2130ab3bdd1dc53_223)[,](#i1932fa7793c44d66a2130ab3bdd1dc53_223)”] [added: [Financial Note 9, “Leases,](#i2d6ac8ec04f944efb51a218eb671ef66_220)”] to the consolidated financial statements included in this Annual Report.

| | | |

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

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

McKESSON CORPORATION

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

Refer to [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 for more details on our European divestitures.

| [Table of [removed: Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7)] [added: Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7)] | | |

| Brian S. Tyler | | | | | | [removed: 58] [added: 59] | | | | | | 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: 56] [added: 57] | | | | | | 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: 50] [added: 51] | | | | | | 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: 54] [added: 55] | | | | | | 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: 49] [added: 50] | | | | | | Executive Vice President and Chief Legal Officer since January 2024. [added: Previously,] Chief Legal Officer and Corporate [removed: Secretary,] [added: Secretary for] 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. | | |

The Board of Directors elects executive officers annually.

Our executive officers serve until their successors are duly elected and qualified, or until their earlier death, resignation, or removal.

| Francisco J. Fraga | | | | | | 52 | | | | | | Executive Vice President, Chief Information Officer and Chief Technology Officer since September 2023; Senior Vice President and Chief Information Officer, U.S. Pharmaceutical from 2021 to 2023. Previously, Chief Technology and Information Officer for Campbell Soup Company, Inc. (branded food manufacturer) from 2017 to 2021. | | |

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

| [Table of Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7) | | |

There are no family relationships between any of the executive officers or directors of the Company.

The term of office of each executive officer expires at the first meeting of the Board following the annual meeting of shareholders, or until their successors are elected and have qualified, or until death, resignation, or removal, whichever is sooner.

*Holders:* At March 31, [removed: 2025,] [added: 2026,] there were [removed: 3,895] [added: 3,667] holders of record of our common stock.

*Dividends:* In July [removed: 2024,] [added: 2025,] our quarterly dividend was raised from [removed: $0.62 to] $0.71 [added: to $0.82] per share of common [removed: stock for dividends declared on or after such date by the Board.][added: stock.]

We declared regular cash dividends of [added: $3.17,] $2.75, [removed: $2.40,] and [removed: $2.09] [added: $2.40] per share for the years ended March 31, [added: 2026,] 2025, [removed: 2024,] and [removed: 2023,] [added: 2024,] respectively.

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

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

[removed: As of March 31, 2025 and March 31, 2024 excise] [added: Excise] taxes of [removed: $26] [added: $40] million and [removed: $25] [added: $26] million were accrued within “Other accrued liabilities” in [removed: the Company’s] [added: our] Consolidated Balance [removed: Sheet,] [added: Sheets,] for shares repurchased during the years ended March 31, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] respectively.

On October 30, 2024, [removed: the Company] [added: we] made a payment of $25 million for fiscal 2024 excise taxes previously accrued.

Refer to [removed: [Financi](#i1932fa7793c44d66a2130ab3bdd1dc53_259)[al] [added: [Financial] Note 18, [removed: “Stockholders' Equity (Deficit),”](#i1932fa7793c44d66a2130ab3bdd1dc53_259)] [added: “Stockholders'](#i2d6ac8ec04f944efb51a218eb671ef66_256) [Deficit](#i2d6ac8ec04f944efb51a218eb671ef66_256)[,”](#i2d6ac8ec04f944efb51a218eb671ef66_256)] to the accompanying consolidated financial statements included in this Annual Report on Form 10-K for a full discussion of [removed: the Company’s] [added: our] share repurchases for the years ended March 31, [added: 2026,] 2025, [removed: 2024,] and [removed: 2023.][added: 2024.]

| [Table of [removed: Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7)] [added: Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7)] | | |

The following table provides information on our share repurchases during the fourth quarter of fiscal [removed: 2025:][added: 2026:]

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

(2)The average price paid per share excludes [removed: $3] [added: $23] million of excise taxes incurred on share repurchases for the three months ended March 31, [removed: 2025.][added: 2026.]

The remaining authorization outstanding for repurchases of common stock excludes [removed: $26] [added: $40] million of excise taxes incurred on share repurchases for the year ended March 31, [removed: 2025.][added: 2026.]

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

[removed: ][added: ]

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | |

* Assumes $100 invested in McKesson Common Stock and in each index on March 31, [removed: 2020] [added: 2021] and that all dividends are reinvested.

On July 30, 2025, we made a payment of $26 million for fiscal 2025 excise taxes previously accrued.

| January 1, 2026 - January 31, 2026 | | | 0.2 | | | | | | $ | 826.61 | | | | | 0.2 | | | | | | $ | 5,192 | |

| February 1, 2026 - February 28, 2026 | | | 0.1 | | | | | | 920.95 | | | | | | 0.1 | | | | | | 5,104 | | |

| March 1, 2026 - March 31, 2026 (4) | | | 2.2 | | | | | | 940.94 | | | | | | 2.2 | | | | | | 2,719 | | |

| Total | | | 2.5 | | | | | | | | | | | | 2.5 | | | | | | | | |

On April 29, 2026, the Board of Directors approved the Company to repurchase up to an additional $5.0 billion shares of common stock to a total authorization of $7.7 billion as of April 2026.

(4)In March 2026, the Company entered into an ASR program with a third-party financial institution to repurchase $2.3 billion of the Company’s common stock.

The average price paid per share and total number of shares purchased under this program are estimates based on the initial share purchase price and initial delivery of shares under an ASR agreement and may differ from the average price paid per share and total number of shares purchased under the ASR program upon its final settlement in the first quarter of Fiscal 2027.

| [Table of Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7) | | |

| McKesson Corporation | | | $ | 100.00 | | | | | $ | 158.27 | | | | | $ | 185.15 | | | | | $ | 280.69 | | | | | $ | 353.49 | | | | | $ | 456.33 | |

| S&P 500 Index | | | $ | 100.00 | | | | | $ | 115.65 | | | | | $ | 106.71 | | | | | $ | 138.59 | | | | | $ | 150.03 | | | | | $ | 176.74 | |

| S&P 500 Health Care Index | | | $ | 100.00 | | | | | $ | 119.10 | | | | | $ | 114.69 | | | | | $ | 133.15 | | | | | $ | 133.68 | | | | | $ | 136.77 | |

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

| 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 | | | | | | | | |

| 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 | |

| [Table of [removed: Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7)] [added: Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7)] | | | [MD&A [removed: Index](#i1932fa7793c44d66a2130ab3bdd1dc53_103)] [added: Index](#i2d6ac8ec04f944efb51a218eb671ef66_100)] | | |

| [Management's Annual Report on Internal Control Over Financial [removed: Reporting](#i1932fa7793c44d66a2130ab3bdd1dc53_166)] [added: Reporting](#i2d6ac8ec04f944efb51a218eb671ef66_163)] | | | [removed: [56](#i1932fa7793c44d66a2130ab3bdd1dc53_166)] [added: [59](#i2d6ac8ec04f944efb51a218eb671ef66_163)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i1932fa7793c44d66a2130ab3bdd1dc53_169)] [added: Firm](#i2d6ac8ec04f944efb51a218eb671ef66_166)] | | | [removed: [57](#i1932fa7793c44d66a2130ab3bdd1dc53_169)] [added: [60](#i2d6ac8ec04f944efb51a218eb671ef66_166)] | | |

| [Consolidated Statements of [removed: Operations] [added: Comprehensive Income] for the years [removed: ended] [added: ended](#i2d6ac8ec04f944efb51a218eb671ef66_172)] March 31, [added: 2026,] 2025, [removed: 2024, and 2023](#i1932fa7793c44d66a2130ab3bdd1dc53_172)] [added: [and](#i2d6ac8ec04f944efb51a218eb671ef66_172) 2024] | | | [removed: [60](#i1932fa7793c44d66a2130ab3bdd1dc53_172)] [added: [64](#i2d6ac8ec04f944efb51a218eb671ef66_172)] | | |

| [Consolidated Statements of [removed: Comprehensive Income for] [added: Stockholders’](#i2d6ac8ec04f944efb51a218eb671ef66_178) [Deficit](#i2d6ac8ec04f944efb51a218eb671ef66_178) [for] the years [removed: ended] [added: ended](#i2d6ac8ec04f944efb51a218eb671ef66_178)] March 31, [added: 2026,] 2025, [removed: 2024, and 2023](#i1932fa7793c44d66a2130ab3bdd1dc53_175)] [added: [and](#i2d6ac8ec04f944efb51a218eb671ef66_178) 2024] | | | [removed: [61](#i1932fa7793c44d66a2130ab3bdd1dc53_175)] [added: [66](#i2d6ac8ec04f944efb51a218eb671ef66_178)] | | |

| [Consolidated Balance Sheets as [removed: of] [added: of](#i2d6ac8ec04f944efb51a218eb671ef66_175)] March 31, [added: 2026 [and](#i2d6ac8ec04f944efb51a218eb671ef66_175)] 2025 [removed: and 2024](#i1932fa7793c44d66a2130ab3bdd1dc53_178)] | | | [removed: [62](#i1932fa7793c44d66a2130ab3bdd1dc53_178)] [added: [65](#i2d6ac8ec04f944efb51a218eb671ef66_175)] | | |

| [Consolidated Statements of [removed: Stockholders’ Equity (Deficit)] [added: Cash Flows] for the years [removed: ended] [added: ended](#i2d6ac8ec04f944efb51a218eb671ef66_181)] March 31, [added: 2026,] 2025, [removed: 2024, and 2023](#i1932fa7793c44d66a2130ab3bdd1dc53_181)] [added: [and](#i2d6ac8ec04f944efb51a218eb671ef66_181) 2024] | | | [removed: [63](#i1932fa7793c44d66a2130ab3bdd1dc53_181)] [added: [67](#i2d6ac8ec04f944efb51a218eb671ef66_181)] | | |

| [Consolidated Statements of [removed: Cash Flows for] [added: Operations f](#i2d6ac8ec04f944efb51a218eb671ef66_169)[or] the years [removed: ended March 31,] [added: ended](#i2d6ac8ec04f944efb51a218eb671ef66_169) [March 31](#i2d6ac8ec04f944efb51a218eb671ef66_169), 2026,] 2025, [removed: 2024, and 2023](#i1932fa7793c44d66a2130ab3bdd1dc53_184)] [added: [and](#i2d6ac8ec04f944efb51a218eb671ef66_169) 2024] | | | [removed: [64](#i1932fa7793c44d66a2130ab3bdd1dc53_184)] [added: [63](#i2d6ac8ec04f944efb51a218eb671ef66_169)] | | |

| [Note 1 - Significant Accounting [removed: Policies](#i1932fa7793c44d66a2130ab3bdd1dc53_190)] [added: Policies](#i2d6ac8ec04f944efb51a218eb671ef66_187)] | | | [removed: [65](#i1932fa7793c44d66a2130ab3bdd1dc53_190)] [added: [68](#i2d6ac8ec04f944efb51a218eb671ef66_187)] | | |

| [Note 2 - Business Acquisitions and [removed: Divestitures](#i1932fa7793c44d66a2130ab3bdd1dc53_193)] [added: Divestitures](#i2d6ac8ec04f944efb51a218eb671ef66_190)] | | | [removed: [73](#i1932fa7793c44d66a2130ab3bdd1dc53_193)] [added: [76](#i2d6ac8ec04f944efb51a218eb671ef66_190)] | | |

| [Note 3 - Restructuring, Impairment, and Related Charges, [removed: Net](#i1932fa7793c44d66a2130ab3bdd1dc53_205)] [added: Net](#i2d6ac8ec04f944efb51a218eb671ef66_202)] | | | [removed: [77](#i1932fa7793c44d66a2130ab3bdd1dc53_205)] [added: [79](#i2d6ac8ec04f944efb51a218eb671ef66_202)] | | |

| [Note 4 - Share-Based [removed: Compensation](#i1932fa7793c44d66a2130ab3bdd1dc53_208)] [added: Compensation](#i2d6ac8ec04f944efb51a218eb671ef66_205)] | | | [removed: [79](#i1932fa7793c44d66a2130ab3bdd1dc53_208)] [added: [81](#i2d6ac8ec04f944efb51a218eb671ef66_205)] | | |

| [Note 5 - Other Income, [removed: Net](#i1932fa7793c44d66a2130ab3bdd1dc53_211)] [added: Net](#i2d6ac8ec04f944efb51a218eb671ef66_208)] | | | [removed: [82](#i1932fa7793c44d66a2130ab3bdd1dc53_211)] [added: [84](#i2d6ac8ec04f944efb51a218eb671ef66_208)] | | |

| [Note 6 - Income [removed: Taxes](#i1932fa7793c44d66a2130ab3bdd1dc53_214)] [added: Taxes](#i2d6ac8ec04f944efb51a218eb671ef66_211)] | | | [removed: [82](#i1932fa7793c44d66a2130ab3bdd1dc53_214)] [added: [84](#i2d6ac8ec04f944efb51a218eb671ef66_211)] | | |

| [Note 7 - Noncontrolling [removed: Interests](#i1932fa7793c44d66a2130ab3bdd1dc53_217)[](#i1932fa7793c44d66a2130ab3bdd1dc53_217)] [added: Interests](#i2d6ac8ec04f944efb51a218eb671ef66_214)] | | | [removed: [87](#i1932fa7793c44d66a2130ab3bdd1dc53_217)] [added: [89](#i2d6ac8ec04f944efb51a218eb671ef66_214)] | | |

| [Note 8 - [removed: Earnings](#i1932fa7793c44d66a2130ab3bdd1dc53_220) [Per] [added: Earnings Per] Common [removed: Share](#i1932fa7793c44d66a2130ab3bdd1dc53_220)] [added: Share](#i2d6ac8ec04f944efb51a218eb671ef66_217)] | | | [removed: [87](#i1932fa7793c44d66a2130ab3bdd1dc53_220)] [added: [90](#i2d6ac8ec04f944efb51a218eb671ef66_217)] | | |

| [Note 10 - Goodwill and Intangible Assets, [removed: Net](#i1932fa7793c44d66a2130ab3bdd1dc53_226)] [added: Net](#i2d6ac8ec04f944efb51a218eb671ef66_223)] | | | [removed: [91](#i1932fa7793c44d66a2130ab3bdd1dc53_226)] [added: [93](#i2d6ac8ec04f944efb51a218eb671ef66_223)] | | |

| [Note 11 - Debt and Financing [removed: Activities](#i1932fa7793c44d66a2130ab3bdd1dc53_235)] [added: Activities](#i2d6ac8ec04f944efb51a218eb671ef66_232)] | | | [removed: [93](#i1932fa7793c44d66a2130ab3bdd1dc53_235)] [added: [95](#i2d6ac8ec04f944efb51a218eb671ef66_232)] | | |

| [Note 12 - Variable Interest [removed: Entities](#i1932fa7793c44d66a2130ab3bdd1dc53_238)] [added: Entities](#i2d6ac8ec04f944efb51a218eb671ef66_235)] | | | [removed: [96](#i1932fa7793c44d66a2130ab3bdd1dc53_238)] [added: [99](#i2d6ac8ec04f944efb51a218eb671ef66_235)] | | |

| [Note 13 - Pension [removed: Benefits](#i1932fa7793c44d66a2130ab3bdd1dc53_241)] [added: Benefits](#i2d6ac8ec04f944efb51a218eb671ef66_238)] | | | [removed: [97](#i1932fa7793c44d66a2130ab3bdd1dc53_241)] [added: [99](#i2d6ac8ec04f944efb51a218eb671ef66_238)] | | |

| [Note 15 - Fair Value [removed: Measurements](#i1932fa7793c44d66a2130ab3bdd1dc53_247)] [added: Measurements](#i2d6ac8ec04f944efb51a218eb671ef66_244)] | | | [removed: [107](#i1932fa7793c44d66a2130ab3bdd1dc53_247)] [added: [103](#i2d6ac8ec04f944efb51a218eb671ef66_244)] | | |

| [Note 16 - Financial Guarantees and [removed: Warranties](#i1932fa7793c44d66a2130ab3bdd1dc53_250)] [added: Warranties](#i2d6ac8ec04f944efb51a218eb671ef66_247)] | | | [removed: [109](#i1932fa7793c44d66a2130ab3bdd1dc53_250)] [added: [105](#i2d6ac8ec04f944efb51a218eb671ef66_247)] | | |

| [Note 17 - Commitments and Contingent [removed: Liabilities](#i1932fa7793c44d66a2130ab3bdd1dc53_253)] [added: Liabilities](#i2d6ac8ec04f944efb51a218eb671ef66_250)] | | | [removed: [110](#i1932fa7793c44d66a2130ab3bdd1dc53_253)] [added: [106](#i2d6ac8ec04f944efb51a218eb671ef66_250)] | | |

| [Note 19 - Related Party Balances and [removed: Transactions](#i1932fa7793c44d66a2130ab3bdd1dc53_268)] [added: Transactions](#i2d6ac8ec04f944efb51a218eb671ef66_265)] | | | [removed: [119](#i1932fa7793c44d66a2130ab3bdd1dc53_268)] [added: [114](#i2d6ac8ec04f944efb51a218eb671ef66_265)] | | |

| [Table of [removed: Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7)] [added: Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7)] | | | [Item 8 [removed: Index](#i1932fa7793c44d66a2130ab3bdd1dc53_163)] [added: Index](#i2d6ac8ec04f944efb51a218eb671ef66_160)] | | |

[removed: McKESSON CORPORATION][added: | | | | McKesson Corporation Stockholders’ Deficit | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

Based on this assessment, our management has concluded that our internal control over financial reporting was effective as of March 31, [removed: 2025.][added: 2026.]

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: 2025.][added: 2026.]

We have audited the accompanying consolidated balance sheets of McKesson Corporation and subsidiaries (the "Company") as of March 31, [removed: 2025,] [added: 2026] and [removed: 2024,] [added: March 31, 2025,] the related consolidated statements of operations, comprehensive income, stockholders’ [removed: equity (deficit),] [added: deficit,] and cash flows, for each of the three years in the period ended March 31, [removed: 2025,] [added: 2026,] and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").

We also have audited the Company’s internal control over financial reporting as of March 31, [removed: 2025,] [added: 2026,] 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: 2025,] [added: 2026] and [removed: 2024,] [added: March 31, 2025,] and the results of its operations and its cash flows for each of the three years in the period ended March 31, [removed: 2025,] [added: 2026,] 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: 2025,] [added: 2026,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by COSO.

- We evaluated any events after March 31, [removed: 2025,] [added: 2026,] that might affect management’s accounting treatment and related applicable disclosures.

| | | | [removed: Years Ended March 31,] | | | | | | [added: Years Ended March 31,] | | | | | | | | |

| | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |

| Revenues | | | $ | [removed: 359,051] [added: 403,430] | | | | | $ | [removed: 308,951] [added: 359,051] | | | | | $ | [removed: 276,711] [added: 308,951] | |

| Cost of sales | | | [removed: (345,728)] [added: (388,880)] | | | | | | [removed: (296,123)] [added: (345,728)] | | | | | | [removed: (264,353)] [added: (296,123)] | | |

| Gross profit | | | [removed: 13,323] [added: 14,550] | | | | | | [removed: 12,828] [added: 13,323] | | | | | | [removed: 12,358] [added: 12,828] | | |

| Selling, distribution, general, and administrative expenses | | | [removed: (8,507)] [added: (8,096)] | | | | | | [removed: (8,657)] [added: (8,507)] | | | | | | [removed: (7,776)] [added: (8,657)] | | |

| Claims and litigation charges, net | | | [removed: (108)] [added: 3] | | | | | | [removed: (147)] [added: (108)] | | | | | | [removed: 8] [added: (147)] | | |

| Restructuring, impairment, and related charges, net | | | [removed: (286)] [added: (245)] | | | | | | [removed: (115)] [added: (286)] | | | | | | [removed: (209)] [added: (115)] | | |

| [Note 9 - Leases](#i2d6ac8ec04f944efb51a218eb671ef66_220) | | | [91](#i2d6ac8ec04f944efb51a218eb671ef66_220) | | |

| [Note 14 - Hedging Activities](#i2d6ac8ec04f944efb51a218eb671ef66_241) | | | [100](#i2d6ac8ec04f944efb51a218eb671ef66_241) | | |

| [Note 18 - Stockholders'](#i2d6ac8ec04f944efb51a218eb671ef66_256) [Deficit](#i2d6ac8ec04f944efb51a218eb671ef66_256) | | | [110](#i2d6ac8ec04f944efb51a218eb671ef66_256) | | |

| [Note 20 - Segments of Business](#i2d6ac8ec04f944efb51a218eb671ef66_268) | | | [114](#i2d6ac8ec04f944efb51a218eb671ef66_268) | | |

May 7, 2026

| [Table of Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7) | | | [Item 8 Index](#i2d6ac8ec04f944efb51a218eb671ef66_160) | | |

| [Table of Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7) | | | [Item 8 Index](#i2d6ac8ec04f944efb51a218eb671ef66_160) | | |

| [Table of Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7) | | | [Item 8 Index](#i2d6ac8ec04f944efb51a218eb671ef66_160) | | |

| May 7, 2026 | | |

| [Table of Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7) | | | [Item 8 Index](#i2d6ac8ec04f944efb51a218eb671ef66_160) | | |

| Diluted | | | $ | 38.38 | | | | | $ | 25.72 | | | | | $ | 22.39 | |

| Basic | | | $ | 38.55 | | | | | $ | 25.86 | | | | | $ | 22.54 | |

| [Table of Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7) | | | [Item 8 Index](#i2d6ac8ec04f944efb51a218eb671ef66_160) | | |

| [Table of Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7) | | | [Item 8 Index](#i2d6ac8ec04f944efb51a218eb671ef66_160) | | |

| | | | 2026 | | | | | | 2025 | | |

| Redeemable noncontrolling interests | | | 943 | | | | | | — | | |

| [Table of Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7) | | | [Item 8 Index](#i2d6ac8ec04f944efb51a218eb671ef66_160) | | |

| Repurchase of common stock | | | — | | | | | | — | | | | | | (338) | | | | | | | | | | | | — | | | | | | — | | | | | | (6) | | | | | | (4,452) | | | | | | — | | | | | | (4,790) | | | | | | | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 4,762 | | | | | | — | | | | | | — | | | | | | — | | | | | | 197 | | | | | | 4,959 | | | | | | | | |

| Adjustment to fair value of redeemable noncontrolling interests | | | — | | | | | | — | | | | | | (87) | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (87) | | | | | | | | |

| Balance, March 31, 2026 | | | 280 | | | | | | $ | 3 | | | | | $ | 8,284 | | | | | | | | | | | $ | 22,291 | | | | | $ | (745) | | | | | (160) | | | | | | $ | (32,005) | | | | | $ | 395 | | | | | $ | (1,777) | | | | | | | |

| [Table of Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7) | | | [Item 8 Index](#i2d6ac8ec04f944efb51a218eb671ef66_160) | | |

| Net income | | | $ | 5,099 | | | | | $ | 3,481 | | | | | $ | 3,160 | |

| [Table of Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7) | | | [Item 8 Index](#i2d6ac8ec04f944efb51a218eb671ef66_160) | | |

The Company’s former Norwegian operations were included in Other.

All prior segment information has been recast to reflect the Company’s current segment structure and presentation.

| [Table of Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7) | | | [Item 8 Index](#i2d6ac8ec04f944efb51a218eb671ef66_160) | | |

| *(In millions)* | | | 2026 | | | | | | 2025 | | |

Sales to the Company’s next two largest customers accounted for 11% and 10% of total consolidated revenues in fiscal 2026.

| [Table of Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7) | | | [Item 8 Index](#i2d6ac8ec04f944efb51a218eb671ef66_160) | | |

Accordingly, LIFO inventories are carried at the lower of LIFO cost or Market.

At March 31, 2026 and 2025, inventories, net, totaled $24.2 billion and $23.0 billion, respectively, with approximately 59% and 63% valued using LIFO.

At March 31, 2026 and 2025, LIFO reserves were $99 million and $309 million.

The LIFO credit in fiscal 2026 compared to a LIFO charge in fiscal 2025 was primarily due to significant brand deflation in the current fiscal year, compared to the prior fiscal year brand inflation.

| *(In millions)* | | | 2026 | | | | | | 2025 | | |

| [Table of Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7) | | | [Item 8 Index](#i2d6ac8ec04f944efb51a218eb671ef66_160) | | |

| [Table of Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7) | | | [Item 8 Index](#i2d6ac8ec04f944efb51a218eb671ef66_160) | | |

| [Table of Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7) | | | [Item 8 Index](#i2d6ac8ec04f944efb51a218eb671ef66_160) | | |

| [Table of Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7) | | | [Item 8 Index](#i2d6ac8ec04f944efb51a218eb671ef66_160) | | |

Redeemable noncontrolling interests are presented outside of McKesson Corporation stockholders’ deficit on the Company’s Consolidated Balance Sheet.

| | | | | | |

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

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

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

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

| [Note 18 - Stockholders' Equity (Deficit)](#i1932fa7793c44d66a2130ab3bdd1dc53_259) | | | [116](#i1932fa7793c44d66a2130ab3bdd1dc53_259) | | |

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

May 8, 2025

| May 8, 2025 | | |

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

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

| Diluted | | | | | | | | | | | | | | | | | |

| Continuing operations | | | $ | 25.72 | | | | | $ | 22.39 | | | | | $ | 25.05 | |

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

| Total | | | $ | 25.72 | | | | | $ | 22.39 | | | | | $ | 25.03 | |

| Basic | | | | | | | | | | | | | | | | | |

| Continuing operations | | | $ | 25.86 | | | | | $ | 22.54 | | | | | $ | 25.25 | |

| Total | | | $ | 25.86 | | | | | $ | 22.54 | | | | | $ | 25.23 | |

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

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

| Balance, March 31, 2022 | | | 275 | | | | | | $ | 2 | | | | | $ | 7,275 | | | | | | | | | | | $ | 9,030 | | | | | $ | (1,534) | | | | | (130) | | | | | | $ | (17,045) | | | | | $ | 480 | | | | | $ | (1,792) | | | | | | | |

| Repurchase of common stock | | | — | | | | | | — | | | | | | 127 | | | | | | | | | | | | — | | | | | | — | | | | | | (11) | | | | | | (3,792) | | | | | | — | | | | | | (3,665) | | | | | | | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 3,560 | | | | | | — | | | | | | — | | | | | | — | | | | | | 162 | | | | | | 3,722 | | | | | | | | |

| Reclassification of recurring compensation to other accrued liabilities | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (5) | | | | | | (5) | | | | | | | | |

| Formation of SCRI Oncology, LLC | | | — | | | | | | — | | | | | | 22 | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 225 | | | | | | 247 | | | | | | | | |

| Derecognition of noncontrolling interests in McKesson Europe AG | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (382) | | | | | | (382) | | | | | | | | |

| Cash, cash equivalents, and restricted cash classified as Assets held for sale | | | — | | | | | | — | | | | | | 470 | | |

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

At March 31, 2025 and 2024, total inventories, net were $23.0 billion and $21.1 billion, respectively, in the Company’s Consolidated Balance Sheets.

The LIFO method was used to value approximately 63% and 62% of the Company’s inventories at March 31, 2025 and 2024, respectively.

If the Company had used the moving average method of inventory valuation, inventories would have been approximately $309 million and $227 million higher than the amounts reported at March 31, 2025 and 2024, respectively.

These amounts are equivalent to the Company’s LIFO reserves.

The LIFO credit in fiscal 2024 compared to a LIFO charge in fiscal 2023 was primarily due to lower brand inflation, offset by higher brand inventory levels, lower deflation from off patent launch activity, and lower generics deflation.

As such, its LIFO inventory is valued at the lower of LIFO cost or market.

As of March 31, 2025 and 2024, inventories at LIFO did not exceed market.

During the year ended March 31, 2024, the Company removed from the balance sheet $1.4 billion of fully amortized gross intangible assets and the corresponding accumulated amortization.

The Company performs a periodic review of its capitalized software held for internal use and removes from the balance sheet fully amortized capitalized software costs that are determined to no longer be in use.

During the year ended year ended March 31, 2024, the Company removed from the balance sheet $1.0 billion of fully amortized gross capitalized software held for internal use and the corresponding accumulated amortization.

Net income attributable to noncontrolling interests also included recurring compensation that the Company was obligated to pay to the noncontrolling shareholders of McKesson Europe AG (“McKesson Europe”), formerly known as Celesio AG, under the domination and profit and loss transfer agreement.

The Company’s noncontrolling interest in McKesson Europe was included in the divestiture of certain of the Company’s businesses in the European Union (“E.U.”) in October 2022.

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: 2025] [added: 2026] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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

Rutledge Jr, our Senior Vice President and Controller, adopted a Rule 10b5-1 trading arrangement for the sale of up to [removed: 2,984] [added: 912] shares of the Company’s common stock.

The duration of the trading arrangement is until [removed: February 12, 2026] [added: March 4, 2027] or earlier if all transactions under the trading arrangement are completed or if the trading arrangement is otherwise terminated according to its terms.

On March 2, 2026, Napoleon B.

(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.

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: 2025] [added: 2026] Annual Meeting of Shareholders, which will be filed with the SEC within 120 days of the Company’s fiscal year end covered by this Annual Report (the “Proxy Statement”).

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

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

[Table of [removed: Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7)][added: Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7)]

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.

[Table of Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7)

McKESSON CORPORATION

The following table sets forth information as of March 31, [removed: 2025] [added: 2026] with respect to the plans under which the Company’s common stock is authorized for issuance:

| Equity compensation plans approved by security holders | | | [removed: 1.7] [added: 0.8] (2) | | | | | | $ | — | | | | | [removed: 7.4] [added: 7.1] (3) | | |

(3)Represents [removed: 3.3] [added: 3.1] million shares available for purchase under the 2000 Employee Stock Purchase Plan and [removed: 4.2] [added: 4.0] million shares available for grant under the 2022 Stock Plan.

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

[Table of Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7)

McKESSON CORPORATION

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](#i1932fa7793c44d66a2130ab3bdd1dc53_268) [Note 19](#i1932fa7793c44d66a2130ab3bdd1dc53_268)[, “](#i1932fa7793c44d66a2130ab3bdd1dc53_268)[Related] [added: [Financial Note 19, “Related] Party Balances and [removed: Transactions](#i1932fa7793c44d66a2130ab3bdd1dc53_268)[”](#i1932fa7793c44d66a2130ab3bdd1dc53_268)] [added: Transactions”](#i2d6ac8ec04f944efb51a218eb671ef66_265)] 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: 2026”] [added: 2027”] in the Proxy Statement is incorporated herein by reference.

[Table of [removed: Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7)][added: Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7)]

| [Report of Deloitte & Touche LLP, Independent Registered Public Accounting [removed: Firm](#i1932fa7793c44d66a2130ab3bdd1dc53_169)] [added: Firm](#i2d6ac8ec04f944efb51a218eb671ef66_166)] (PCAOB ID: 34) | | | [removed: [57](#i1932fa7793c44d66a2130ab3bdd1dc53_169)] [added: [60](#i2d6ac8ec04f944efb51a218eb671ef66_166)] | | |

| [Consolidated Statements of Operations for the years ended March 31, [added: 2026,] 2025, [removed: 2024,] and [removed: 2023](#i1932fa7793c44d66a2130ab3bdd1dc53_172)] [added: 2024](#i2d6ac8ec04f944efb51a218eb671ef66_169)] | | | [removed: [60](#i1932fa7793c44d66a2130ab3bdd1dc53_172)] [added: [63](#i2d6ac8ec04f944efb51a218eb671ef66_169)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended March 31, [added: 2026,] 2025, [removed: 2024,] and [removed: 2023](#i1932fa7793c44d66a2130ab3bdd1dc53_175)] [added: 2024](#i2d6ac8ec04f944efb51a218eb671ef66_172)] | | | [removed: [61](#i1932fa7793c44d66a2130ab3bdd1dc53_175)] [added: [64](#i2d6ac8ec04f944efb51a218eb671ef66_172)] | | |

| [Consolidated Balance Sheets as of March 31, [removed: 2025] [added: 2026] and [removed: 2024](#i1932fa7793c44d66a2130ab3bdd1dc53_178)] [added: 2025](#i2d6ac8ec04f944efb51a218eb671ef66_175)] | | | [removed: [62](#i1932fa7793c44d66a2130ab3bdd1dc53_178)] [added: [65](#i2d6ac8ec04f944efb51a218eb671ef66_175)] | | |

| [Consolidated Statements of [removed: Stockholders’ Equity (Deficit) for] [added: Stockholders’](#i2d6ac8ec04f944efb51a218eb671ef66_178) [Deficit](#i2d6ac8ec04f944efb51a218eb671ef66_178) [for] the years ended March 31, [added: 2026,] 2025, [removed: 2024,] and [removed: 2023](#i1932fa7793c44d66a2130ab3bdd1dc53_181)] [added: 2024](#i2d6ac8ec04f944efb51a218eb671ef66_178)] | | | [removed: [63](#i1932fa7793c44d66a2130ab3bdd1dc53_181)] [added: [66](#i2d6ac8ec04f944efb51a218eb671ef66_178)] | | |

| [Consolidated Statements of Cash Flows for the years ended March 31, [added: 2026,] 2025, [removed: 2024,] and [removed: 2023](#i1932fa7793c44d66a2130ab3bdd1dc53_184)] [added: 2024](#i2d6ac8ec04f944efb51a218eb671ef66_181)] | | | [removed: [64](#i1932fa7793c44d66a2130ab3bdd1dc53_184)] [added: [67](#i2d6ac8ec04f944efb51a218eb671ef66_181)] | | |

| [Schedule II-Valuation and Qualifying [removed: Accounts](#i1932fa7793c44d66a2130ab3bdd1dc53_313)] [added: Accounts](#i2d6ac8ec04f944efb51a218eb671ef66_313)] | | | [removed: [129](#i1932fa7793c44d66a2130ab3bdd1dc53_313)] [added: [123](#i2d6ac8ec04f944efb51a218eb671ef66_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](#i1932fa7793c44d66a2130ab3bdd1dc53_316)] [added: Index](#i2d6ac8ec04f944efb51a218eb671ef66_316)] | | | [removed: [130](#i1932fa7793c44d66a2130ab3bdd1dc53_316)] [added: [124](#i2d6ac8ec04f944efb51a218eb671ef66_316)] | | |

[Table of [removed: Contents](#i1932fa7793c44d66a2130ab3bdd1dc53_7)][added: Contents](#i2d6ac8ec04f944efb51a218eb671ef66_7)]

| Allowances for credit losses | | | $ | 877 | | | | | $ | (130) | | | | | $ | (2) | | | | | $ | (273) | | [added: (5)] | | | $ | 472 | |

| Year Ended March 31, [removed: 2023] [added: 2026] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Allowances for credit losses | | | $ | [removed: 99] [added: 472] | | | | | $ | [removed: 45] [added: 100] | | | | | $ | [removed: 5] [added: (38)] | | | | | $ | [removed: (35)] [added: (330)] | | [added: (5)] | | | $ | [removed: 114] [added: 204] | |

| Other allowances | | | [removed: 52] [added: 48] | | | | | | — | | | | | | [removed: 4] [added: 16] | | | | | | [removed: (10)] [added: 1] | | | | | | [removed: 46] [added: 65] | | |

| | | | | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |

| | | | Written-off | | | | | | $ | [removed: (275)] [added: (329)] | | | | | $ | [removed: (62)] [added: (275)] | | | | | $ | [removed: (37)] [added: (62)] | |

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

| | | | Total | | | | | | $ | [removed: (275)] [added: (329)] | | | | | $ | [removed: (62)] [added: (275)] | | | | | $ | [removed: (45)] [added: (62)] | |

| (2) | | | Amounts shown as deductions from current and non-current receivables (current allowances were [removed: $500] [added: $259] million, [removed: $921] [added: $500] million, and [removed: $158] [added: $921] million at March 31, [added: 2026,] 2025, [removed: 2024,] and [removed: 2023,] [added: 2024,] respectively) | | | | | | $ | [removed: 520] [added: 269] | | | | | $ | [removed: 931] [added: 520] | | | | | $ | [removed: 160] [added: 931] | |

| [removed: 4.16†] [added: 4.17†] | | | [Description of the Company’s [removed: Securities.](https://www.sec.gov/Archives/edgar/data/927653/000092765325000036/mck_exhibit416x3312025.htm)] [added: Securities.](https://www.sec.gov/Archives/edgar/data/927653/000092765326000069/mck_exhibit417x3312026.htm)] | | | — | | | — | | | — | | | — | | |

| [removed: 10.8*] [added: 10.17*] | | | [McKesson Corporation Management Incentive Plan, as amended and restated [removed: April 26, 2022](https://www.sec.gov/Archives/edgar/data/927653/000092765322000051/mck_exx108xmanagementincen.htm)] [added: May 20, 2025.](https://www.sec.gov/Archives/edgar/data/927653/000092765325000107/mckexhibit101_6302025mip.htm)] | | | [removed: 10-K] [added: 10-Q] | | | 1-13252 | | | [removed: 10.8] [added: 10.1] | | | [removed: May 9, 2022] [added: August 6, 2025] | | |

| [removed: 10.9*] [added: 10.18*] | | | [Form of Statement of Terms and Conditions Applicable to Awards Pursuant to the McKesson Corporation Management Incentive Plan, effective [removed: April 26, 2022](https://www.sec.gov/Archives/edgar/data/927653/000092765322000051/mck_ex109xmanagementincent.htm)] [added: May 20, 2025.](https://www.sec.gov/Archives/edgar/data/927653/000092765325000107/mckex102_6302025miptermsan.htm)] | | | [removed: 10-K] [added: 10-Q] | | | 1-13252 | | | [removed: 10.9] [added: 10.2] | | | [removed: May 9, 2022] [added: August 6, 2025] | | |

| [removed: 10.10*] [added: 10.8*] | | | [McKesson Corporation 2005 Stock Plan, as amended and restated on July 28, 2010.](https://www.sec.gov/Archives/edgar/data/927653/000095012310070537/f56102exv10w4.htm) | | | 10-Q | | | 1-13252 | | | 10.4 | | | July 30, 2010 | | |

| [removed: 10.11*] [added: 10.9*] | | | [Forms of (i) Statement of Terms and Conditions, (ii) Stock Option Grant Notice and (iii), Restricted Stock Unit Agreement, each as applicable to Awards under the McKesson Corporation 2005 Stock Plan.](https://www.sec.gov/Archives/edgar/data/927653/000119312512316890/d371102dex102.htm) | | | 10-Q | | | 1-13252 | | | 10.2 | | | July 26, 2012 | | |

| [removed: 10.12*] [added: 10.10*] | | | [McKesson Corporation 2013 Stock Plan, effective July 31, 2013.](https://www.sec.gov/Archives/edgar/data/927653/000156178713000015/mck_8kxannualxmeetingxex10-1.htm) | | | 8-K | | | 1-13252 | | | 10.1 | | | August 2, 2013 | | |

| [removed: 10.13*] [added: 10.11*] | | | [Forms of Statement of Terms and Conditions and Grant Notices Applicable to Awards Pursuant to the McKesson Corporation 2013 Stock Plan.](https://www.sec.gov/Archives/edgar/data/927653/000092765322000051/mck_ex1013x3312022xstockpl.htm) | | | 10-K | | | 1-13252 | | | 10.13 | | | May 9, 2022 | | |

| [removed: 10.14*] [added: 10.12*] | | | [McKesson Corporation 2022 Stock Plan, effective July 22, 2022.](https://www.sec.gov/Archives/edgar/data/927653/000119312522203635/d321230dex101.htm) | | | S-8 | | | 333-266356 | | | 10.1 | | | July 27, 2022 | | |

| [removed: 10.15*] [added: 10.13*] | | | [Forms of Statement of Terms and Conditions and Grant Notices Applicable to Awards Pursuant to the McKesson Corporation 2022 Stock Plan.](https://www.sec.gov/Archives/edgar/data/927653/000092765322000077/mck_ex102xstockplantermsan.htm) | | | 10-Q | | | 1-13252 | | | 10.2 | | | August 3, 2022 | | |

| [removed: 10.16*] [added: 10.14*] | | | [Form of Director and Officer Indemnification Agreement.](https://www.sec.gov/Archives/edgar/data/927653/000095012310043581/f54765exv10w27.htm) | | | 10-K | | | 1-13252 | | | 10.27 | | | May 4, 2010 | | |

| [removed: 10.17] [added: 10.19] | | | [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, 2020.](https://www.sec.gov/Archives/edgar/data/927653/000119312520072880/d846210dex101.htm) | | | 8-K | | | 1-13252 | | | 10.1 | | | March 13, 2020 | | |

| [removed: 10.18] [added: 10.20] | | | [Distributor Settlement Agreement related to opioids claims, entered into on February 25, 2022, among the Settling States, the Settling Distributors, and the Participating Subdivisions (as defined therein).](https://www.sec.gov/Archives/edgar/data/1140859/000110465922055245/tm2212023d1_ex10-1.htm) | | | 8-K/A | | | 1-6671 | | | 10.1 | | | May 3, 2022 | | |

| [removed: 10.19] [added: 10.23] | | | [Credit Agreement, dated as of [removed: November 7, 2022,] [added: April 24, 2026,] among the Company, as borrower, the lenders party thereto, [removed: 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)] [added: thereto](https://www.sec.gov/Archives/edgar/data/927653/000092765326000053/mck_ex101-mckessonxrevolvi.htm)] | | | 8-K | | | 1-13252 | | | 10.1 | | | [removed: November 7, 2022] [added: April 28, 2026] | | |