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Cover and table of contents

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2022

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-13252

mck-20221231_g1.jpg

McKESSON CORPORATION

(Exact name of registrant as specified in its charter)

Delaware94-3207296
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

6555 State Hwy 161,

Irving, TX 75039

(Address of principal executive offices, including zip code)

(972) 446-4800

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

(Title of each class)(Trading Symbol)(Name of each exchange on which registered)
Common stock, $0.01 par valueMCKNew York Stock Exchange
1.500% Notes due 2025MCK25New York Stock Exchange
1.625% Notes due 2026MCK26New York Stock Exchange
3.125% Notes due 2029MCK29New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 136,939,227 shares of the issuer’s common stock were outstanding as of December 31, 2022.

Table of Contents

McKESSON CORPORATION

TABLE OF CONTENTS

ItemPage
PART I—FINANCIAL INFORMATION
1Condensed Consolidated Financial Statements
Condensed Consolidated Statements of Operations for the three and nine months ended December 31, 2022 and 20213
Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended December 31, 2022 and 20214
Condensed Consolidated Balance Sheets as of December 31, 2022 and March 31, 20225
Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the three and nine months ended December 31, 2022 and 20216
Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2022 and 20218
Financial Notes9
Note 1 - Significant Accounting Policies9
Note 2 - Business Acquisitions and Divestitures10
Note 3 - Restructuring, Impairment, and Related Charges, Net16
Note 4 - Income Taxes18
Note 5 - Redeemable Noncontrolling Interests and Noncontrolling Interests19
Note 6 - Earnings (Loss) per Common Share21
Note 7 - Goodwill and Intangible Assets, Net22
Note 8 - Debt and Financing Activities24
Note 9 - Pension Benefits26
Note 10 - Hedging Activities26
Note 11 - Fair Value Measurements30
Note 12 - Commitments and Contingent Liabilities32
Note 13 - Stockholders’ Equity (Deficit)35
Note 14 - Segments of Business39
2Management’s Discussion and Analysis of Financial Condition and Results of Operations42
3Quantitative and Qualitative Disclosures About Market Risk63
4Controls and Procedures63
PART II—OTHER INFORMATION
1Legal Proceedings64
1ARisk Factors64
2Unregistered Sales of Equity Securities and Use of Proceeds64
3Defaults Upon Senior Securities64
4Mine Safety Disclosures65
5Other Information65
6Exhibits66
Signatures67

Table of Contents

McKESSON CORPORATION

PART I—FINANCIAL INFORMATION

Next: Item 1. Condensed Consolidated Financial Statements.