Item 1. Condensed Consolidated Financial Statements.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share amounts)

(Unaudited)

			Three Months Ended September 30,												Six Months Ended September 30,
			2023						2022						2023						2022
Revenues			$	77,215					$	70,157					$	151,698					$	137,311
Cost of sales			(74,146)						(67,062)						(145,607)						(131,193)
Gross profit			3,069						3,095						6,091						6,118
Selling, distribution, general, and administrative expenses			(2,092)						(1,950)						(3,962)						(3,909)
Claims and litigation charges, net			2						9						2						4
Restructuring, impairment, and related charges, net			(28)						(30)						(80)						(53)
Total operating expenses			(2,118)						(1,971)						(4,040)						(3,958)
Operating income			951						1,124						2,051						2,160
Other income, net			26						175						64						190
Interest expense			(61)						(55)						(108)						(100)
Income from continuing operations before income taxes			916						1,244						2,007						2,250
Income tax expense			(213)						(271)						(307)						(470)
Income from continuing operations			703						973						1,700						1,780
Loss from discontinued operations, net of tax			—						(6)						—						(4)
Net income			703						967						1,700						1,776
Net income attributable to noncontrolling interests			(39)						(41)						(78)						(82)
Net income attributable to McKesson Corporation			$	664					$	926					$	1,622					$	1,694
Earnings (loss) per common share attributable to McKesson Corporation
Diluted
Continuing operations			$	4.92					$	6.46					$	11.95					$	11.71
Discontinued operations			—						(0.04)						—						(0.03)
Total			$	4.92					$	6.42					$	11.95					$	11.68
Basic
Continuing operations			$	4.95					$	6.51					$	12.03					$	11.81
Discontinued operations			—						(0.04)						—						(0.02)
Total			$	4.95					$	6.47					$	12.03					$	11.79
Weighted-average common shares outstanding
Diluted			134.8						144.1						135.7						145.0
Basic			134.1						143.1						134.8						143.7

See Financial Notes

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McKESSON CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

(Unaudited)

			Three Months Ended September 30,												Six Months Ended September 30,
			2023						2022						2023						2022
Net income			$	703					$	967					$	1,700					$	1,776
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments			(64)						(192)						(12)						390
Unrealized gains on cash flow and other hedges			25						18						32						36
Changes in retirement-related benefit plans			—						2						(2)						38
Other comprehensive income (loss), net of tax			(39)						(172)						18						464
Comprehensive income			664						795						1,718						2,240
Comprehensive income attributable to noncontrolling interests			(39)						(35)						(78)						(126)
Comprehensive income attributable to McKesson Corporation			$	625					$	760					$	1,640					$	2,114

See Financial Notes

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McKESSON CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except per share amounts)

(Unaudited)

			September 30, 2023						March 31, 2023
ASSETS
Current assets
Cash and cash equivalents			$	2,524					$	4,678
Receivables, net			22,494						19,410
Inventories, net			21,945						19,691
Prepaid expenses and other			568						513
Total current assets			47,531						44,292
Property, plant, and equipment, net			2,171						2,177
Operating lease right-of-use assets			1,680						1,635
Goodwill			9,934						9,947
Intangible assets, net			2,142						2,277
Other non-current assets			2,633						1,992
Total assets			$	66,091					$	62,320
LIABILITIES AND DEFICIT
Current liabilities
Drafts and accounts payable			$	46,795					$	42,490
Current portion of long-term debt			49						968
Current portion of operating lease liabilities			296						299
Other accrued liabilities			4,007						4,200
Total current liabilities			51,147						47,957
Long-term debt			5,535						4,626
Long-term deferred tax liabilities			1,112						1,387
Long-term operating lease liabilities			1,436						1,402
Long-term litigation liabilities			6,128						6,625
Other non-current liabilities			2,197						1,813
McKesson Corporation stockholders’ deficit
Preferred stock, $0.01 par value, 100 shares authorized, no shares issued or outstanding			—						—
Common stock, $0.01 par value, 800 shares authorized, 278 and 277 shares issued at September 30, 2023 and March 31, 2023, respectively			3						3
Additional paid-in capital			7,899						7,747
Retained earnings			13,761						12,295
Accumulated other comprehensive loss			(887)						(905)
Treasury shares, at cost, 145 and 141 shares at September 30, 2023 and March 31, 2023, respectively			(22,604)						(20,997)
Total McKesson Corporation stockholders’ deficit			(1,828)						(1,857)
Noncontrolling interests			364						367
Total deficit			(1,464)						(1,490)
Total liabilities and deficit			$	66,091					$	62,320

See Financial Notes

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McKESSON CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(In millions, except per share amounts)

(Unaudited)

			Three Months Ended September 30, 2023
			Common Stock												Additional Paid-in Capital												Retained Earnings						Accumulated Other Comprehensive Loss						Treasury												Noncontrolling Interests						Total Deficit
			Shares						Amount						Common Shares						Amount
Balance, June 30, 2023			278						$	3					$	7,824											$	13,182					$	(848)					(143)						$	(21,763)					$	362					$	(1,240)
Issuance of shares under employee plans, net of forfeitures			—						—						27												—						—						—						(1)						—						26
Share-based compensation			—						—						48												—						—						—						—						—						48
Repurchase of common stock			—						—						—												—						—						(2)						(840)						—						(840)
Net income			—						—						—												664						—						—						—						39						703
Other comprehensive loss			—						—						—												—						(39)						—						—						—						(39)
Cash dividends declared, $0.62 per common share			—						—						—												(84)						—						—						—						—						(84)
Payments to noncontrolling interests			—						—						—												—						—						—						—						(38)						(38)
Other			—						—						—												(1)						—						—						—						1						—
Balance, September 30, 2023			278						$	3					$	7,899											$	13,761					$	(887)					(145)						$	(22,604)					$	364					$	(1,464)

			Three Months Ended September 30, 2022
			Common Stock												Additional Paid-in Capital												Retained Earnings						Accumulated Other Comprehensive Loss						Treasury												Noncontrolling Interests						Total Deficit
			Shares						Amount						Common Shares						Amount
Balance, June 30, 2022			277						$	3					$	7,350											$	9,732					$	(948)					(133)						$	(18,141)					$	532					$	(1,472)
Issuance of shares under employee plans, net of forfeitures			—						—						36												—						—						—						(2)						—						34
Share-based compensation			—						—						46												—						—						—						—						—						46
Repurchase of common stock			—						—						177												—						—						(2)						(701)						—						(524)
Net income			—						—						—												926						—						—						—						41						967
Other comprehensive loss			—						—						—												—						(166)						—						—						(6)						(172)
Cash dividends declared, $0.54 per common share			—						—						—												(78)						—						—						—						—						(78)
Payments to noncontrolling interests			—						—						—												—						—						—						—						(41)						(41)
Reclassification of recurring compensation to other accrued liabilities			—						—						—												—						—						—						—						(2)						(2)
Other			—						—						—												(1)						—						—						—						(6)						(7)
Balance, September 30, 2022			277						$	3					$	7,609											$	10,579					$	(1,114)					(135)						$	(18,844)					$	518					$	(1,249)

See Financial Notes

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McKESSON CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(In millions, except per share amounts)

(Unaudited)

			Six Months Ended September 30, 2023
			Common Stock												Additional Paid-in Capital												Retained Earnings						Accumulated Other Comprehensive Loss						Treasury												Noncontrolling Interests						Total Deficit
			Shares						Amount																		Common Shares						Amount
Balance, March 31, 2023			277						$	3					$	7,747											$	12,295					$	(905)					(141)						$	(20,997)					$	367					$	(1,490)
Issuance of shares under employee plans, net of forfeitures			1						—						54												—						—						—						(94)						—						(40)
Share-based compensation			—						—						91												—						—						—						—						—						91
Repurchase of common stock			—						—						—												—						—						(4)						(1,513)						—						(1,513)
Net income			—						—						—												1,622						—						—						—						78						1,700
Other comprehensive income			—						—						—												—						18						—						—						—						18
Cash dividends declared, $1.16 per common share			—						—						—												(157)						—						—						—						—						(157)
Payments to noncontrolling interests			—						—						—												—						—						—						—						(77)						(77)
Other			—						—						7												1						—						—						—						(4)						4
Balance, September 30, 2023			278						$	3					$	7,899											$	13,761					$	(887)					(145)						$	(22,604)					$	364					$	(1,464)

			Six Months Ended September 30, 2022
			Common Stock												Additional Paid-in Capital												Retained Earnings						Accumulated Other Comprehensive Loss						Treasury												Noncontrolling Interests						Total Deficit
			Shares						Amount						Common Shares						Amount
Balance, March 31, 2022			275						$	2					$	7,275											$	9,030					$	(1,534)					(130)						$	(17,045)					$	480					$	(1,792)
Issuance of shares under employee plans, net of forfeitures			2						1						127												—						—						—						(154)						—						(26)
Share-based compensation			—						—						86												—						—						—						—						—						86
Repurchase of common stock			—						—						121												—						—						(5)						(1,645)						—						(1,524)
Net income			—						—						—												1,694						—						—						—						82						1,776
Other comprehensive income			—						—						—												—						420						—						—						44						464
Cash dividends declared, $1.01 per common share			—						—						—												(145)						—						—						—						—						(145)
Payments to noncontrolling interests			—						—						—												—						—						—						—						(77)						(77)
Reclassification of recurring compensation to other accrued liabilities			—						—						—												—						—						—						—						(4)						(4)
Other			—						—						—												—						—						—						—						(7)						(7)
Balance, September 30, 2022			277						$	3					$	7,609											$	10,579					$	(1,114)					(135)						$	(18,844)					$	518					$	(1,249)

See Financial Notes

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McKESSON CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

			Six Months Ended September 30,
			2023						2022
OPERATING ACTIVITIES
Net income			$	1,700					$	1,776
Adjustments to reconcile to net cash provided by (used in) operating activities:
Depreciation			129						124
Amortization			187						175
Long-lived asset impairment charges			28						11
Deferred taxes			(271)						170
Charges (credits) associated with last-in, first-out inventory method			87						(36)
Non-cash operating lease expense			122						126
Gain from sales of businesses and investments			(16)						(148)
European businesses held for sale			—						(35)
Other non-cash items			314						157
Changes in assets and liabilities, net of acquisitions:
Receivables			(3,207)						(1,883)
Inventories			(2,349)						(1,453)
Drafts and accounts payable			4,307						2,292
Operating lease liabilities			(166)						(174)
Taxes			(76)						82
Litigation liabilities			(529)						(915)
Other			(347)						(103)
Net cash provided by (used in) operating activities			(87)						166
INVESTING ACTIVITIES
Payments for property, plant, and equipment			(153)						(157)
Capitalized software expenditures			(111)						(65)
Acquisitions, net of cash, cash equivalents, and restricted cash acquired			—						(23)
Proceeds from sales of businesses and investments, net			50						496
Other			(101)						(135)
Net cash provided by (used in) investing activities			(315)						116
FINANCING ACTIVITIES
Proceeds from short-term borrowings			2,000						100
Repayments of short-term borrowings			(2,000)						(100)
Proceeds from issuances of long-term debt			991						—
Repayments of long-term debt			(271)						(4)
Purchase of U.S. government obligations for the satisfaction and discharge of long-term debt			(647)						—
Common stock transactions:
Issuances			54						127
Share repurchases			(1,505)						(1,484)
Dividends paid			(149)						(139)
Other			(225)						(253)
Net cash used in financing activities			(1,752)						(1,753)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash			(1)						24
Change in cash, cash equivalents, and restricted cash classified as Assets held for sale			—						470
Net decrease in cash, cash equivalents, and restricted cash			(2,155)						(977)
Cash, cash equivalents, and restricted cash at beginning of period			4,679						3,935
Cash, cash equivalents, and restricted cash at end of period			2,524						2,958
Less: Restricted cash at end of period included in Prepaid expenses and other			—						(42)
Cash and cash equivalents at end of period			$	2,524					$	2,916

See Financial Notes

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McKESSON CORPORATION

FINANCIAL NOTES

(UNAUDITED)

1. Significant Accounting Policies

Nature of Operations: McKesson Corporation (“McKesson,” or the “Company,”) is a diversified healthcare services leader dedicated to advancing health outcomes for patients everywhere. McKesson partners with biopharma companies, care providers, pharmacies, manufacturers, governments, and others to deliver insights, products, and services to help make quality care more accessible and affordable. The Company reports its financial results in four reportable segments: U.S. Pharmaceutical, Prescription Technology Solutions (“RxTS”), Medical-Surgical Solutions, and International. Refer to Financial Note 12, “Segments of Business,” for additional information.

Basis of Presentation: The condensed consolidated financial statements and accompanying notes are prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) for interim financial reporting and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and therefore do not include all information and disclosures normally included in the annual consolidated financial statements.

The condensed consolidated financial statements of McKesson include the financial statements of all wholly-owned subsidiaries and majority-owned or controlled companies. For those consolidated subsidiaries where the Company’s ownership is less than 100%, the portion of the net income or loss allocable to the noncontrolling interests is reported as “Net income attributable to noncontrolling interests” in the Condensed Consolidated Statements of Operations. All significant intercompany balances and transactions have been eliminated in consolidation, including the intercompany portion of transactions with equity method investees.

Net income attributable to noncontrolling interests includes third-party equity interests in the Company’s consolidated entities, including ClarusONE Sourcing Services LLP, Vantage Oncology Holdings, LLC, and SCRI Oncology, LLC. 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”). 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, which is discussed further in Financial Note 2, “Business Acquisitions and Divestitures.”

The Company considers itself to control an entity if it is the majority owner of or has voting control over such entity. The Company also assesses control through means other than voting rights and determines which business entity is the primary beneficiary of the variable interest entity (“VIE”). The Company consolidates VIEs when it is determined that it is the primary beneficiary of the VIE. Investments in business entities in which the Company does not have control, but instead has the ability to exercise significant influence over operating and financial policies, are accounted for using the equity method.

Fiscal Period: The Company’s fiscal year begins on April 1 and ends on March 31. Unless otherwise noted, all references to a particular year shall mean the Company’s fiscal year.

Reclassifications: Certain prior period amounts have been reclassified to conform to the current year presentation.

Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of these financial statements and income and expenses during the reporting period. Actual amounts could differ from those estimated amounts. In the opinion of management, the unaudited condensed consolidated financial statements include all normal recurring adjustments necessary for a fair presentation of the results of operations, financial position, and cash flows of McKesson for the interim periods presented.

The results of operations for the three and six months ended September 30, 2023 are not necessarily indicative of the results that may be anticipated for the entire year. These interim financial statements should be read in conjunction with the annual audited financial statements, accounting policies, and financial notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023, previously filed with the SEC on May 9, 2023 (the “2023 Annual Report”).

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McKESSON CORPORATION

FINANCIAL NOTES (CONTINUED)

(UNAUDITED)

On August 16, 2022, the U.S. government enacted the Inflation Reduction Act of 2022 (the “IRA”). Among other provisions, the IRA includes a 15% corporate minimum tax, a 1% excise tax on certain repurchases of an entity’s own common stock after December 31, 2022, and various drug pricing reforms. The Company does not anticipate that this legislation will have a material impact on its consolidated financial statements or related disclosures; however the Company continues to evaluate the impact of these legislative changes. Refer to Financial Note 11, “Stockholders' Deficit,” for further details regarding excise taxes incurred on the Company’s share repurchases during the three and six months ended September 30, 2023.

Recently Adopted Accounting Pronouncements

There were no accounting standards adopted by the Company during the six months ended September 30, 2023.

Recently Issued Accounting Pronouncements Not Yet Adopted

In June 2022, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which clarifies the guidance when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of such equity security, and requires additional disclosure requirements. ASU 2022-03 is effective for the Company on a prospective basis for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company does not anticipate that this guidance will have a material impact on its consolidated financial statements or related disclosures.

2**.** Business Acquisitions and Divestitures

Acquisitions

Rx Savings Solutions, LLC

On November 1, 2022, the Company completed its acquisition of 100% of the shares of Rx Savings Solutions, LLC (“RxSS”), a privately-owned company headquartered in Overland Park, Kansas, to further connect biopharma and payer services to patients. RxSS is a prescription price transparency and benefit insight company that offers affordability and adherence solutions to health plans and employers. The purchase consideration included a payment of $600 million in cash made upon closing and a maximum of $275 million of contingent consideration based on RxSS’ operational and financial performance through calendar year 2025. The payment made upon closing was funded from cash on hand. The financial results of RxSS are included in the Company’s RxTS segment as of the acquisition date. The transaction was accounted for as a business combination.

The Company recorded a liability for the contingent consideration at its fair value of $92 million as of the acquisition date. The fair value of the contingent consideration liability was estimated using a Monte Carlo simulation model, utilizing internal cash flow projections which are Level 3 inputs under Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures. The contingent consideration liability will be remeasured to fair value at each reporting date until the liability is settled with changes in fair value being recognized within “Selling, distribution, general, and administrative expenses” in the Company’s Condensed Consolidated Statements of Operations. During the three and six months ended September 30, 2023, the Company recognized fair value adjustment gains of $48 million and $76 million, respectively, which reduced its contingent consideration liability, based on the estimated amount and timing of projected operational and financial information and the probability of achievement of performance milestones. As of September 30, 2023 and March 31, 2023, the current portion of the contingent consideration liability of $15 million and $83 million, respectively, is included within “Other accrued liabilities” and the long-term portion of $1 million and $9 million, respectively, is included within “Other non-current liabilities” in the Company’s Condensed Consolidated Balance Sheets. Recognition of the initial fair value of this contingent consideration was a non-cash investing activity.

The purchase price allocation included acquired identifiable intangible assets of $229 million, primarily representing customer relationships and technology with a weighted average amortization period of 12 years, and goodwill of $463 million. Goodwill has been allocated to the Company’s RxTS segment, which reflects the expected future benefits from certain synergies and intangible assets that do not qualify for separate recognition. Goodwill attributable to the acquisition is deductible for tax purposes.

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McKESSON CORPORATION

FINANCIAL NOTES (CONTINUED)

(UNAUDITED)

The following table summarizes the preliminary purchase price allocation for this acquisition:

(In millions)			Amounts Recognized as of Acquisition Date (As Adjusted)
Purchase consideration:
Cash			$	600
Contingent consideration			92
Total purchase consideration			$	692
Identifiable assets acquired and liabilities assumed:
Current assets			$	5
Intangible assets			229
Other non-current assets			3
Current liabilities			(8)
Total identifiable net assets			229
Goodwill			463
Net assets acquired			$	692

SCRI Oncology, LLC

On October 31, 2022, the Company completed a transaction with HCA Healthcare, Inc. (“HCA”) to form SCRI Oncology, LLC (“SCRI Oncology”), an oncology research business combining McKesson’s U.S. Oncology Research (“USOR”) and HCA’s Sarah Cannon Research Institute (“SCRI”) based in Nashville, Tennessee, to advance cancer care and increase access to oncology clinical research. Upon consummation of the transaction, McKesson owns a 51% controlling interest in the combined business, and the financial results are consolidated by the Company and reported within its U.S. Pharmaceutical segment as of the acquisition date. Transaction consideration included the transfer of full ownership interest in USOR to the combined business and $166 million of net cash paid to HCA, which was funded from cash on hand. The transaction was accounted for as a business combination.

The purchase price allocation included acquired identifiable intangible assets of $177 million, primarily representing customer relationships as well as trademarks and trade names with a weighted average amortization period of 17 years, and goodwill of $113 million. Goodwill has been allocated to the Company’s U.S. Pharmaceutical segment, which reflects the expected future benefits from certain synergies and intangible assets that do not qualify for separate recognition. Goodwill attributable to the acquisition of $46 million is deductible for tax purposes. The Company recorded noncontrolling interest of $222 million as a component of equity, which includes HCA’s proportionate interest in the identifiable net assets of SCRI at fair value of $202 million and its proportionate interest in the contributed net assets of USOR at carrying value of $20 million. The difference between the fair value of the Company’s acquired interest in SCRI net assets and the $166 million of net cash paid to HCA was recognized as additional paid in capital, as well as the Company’s reduction in ownership interest in USOR net assets.

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McKESSON CORPORATION

FINANCIAL NOTES (CONTINUED)

(UNAUDITED)

The following table summarizes the preliminary purchase price allocation for this acquisition:

(In millions)			Amounts Recognized as of Acquisition Date (As Adjusted)
Purchase consideration:
Cash			$	166
Contribution of USOR			40
Total purchase consideration			$	206
Identifiable assets acquired and liabilities assumed:
Receivables			$	224
Property, plant, and equipment			22
Operating lease right-of-use assets			31
Intangible assets			177
Current liabilities			(42)
Long-term operating lease liabilities			(29)
Other non-current liabilities			(43)
Total identifiable net assets			340
Noncontrolling interest			(222)
Additional paid-in capital			(25)
Goodwill			113
Net assets acquired			$	206

The fair value of the acquired identifiable intangible assets from the acquisitions discussed above were determined by applying the income approach, using a discounted cash flow model in which cash flows anticipated over several periods are discounted to their present value using an appropriate rate that is commensurate with the risk inherent with the transaction. These inputs are considered Level 3 inputs under the fair value measurements and disclosure guidance. The amounts presented above are subject to change as the Company’s fair value assessments are finalized. There have been no material changes to the purchase price allocation of these acquisitions since the acquisition date. Pro forma financial information has not been provided as these acquisitions did not have a material impact, individually, or in the aggregate, to the Company’s consolidated results of operations.

Divestitures

European Divestiture Activities

In July 2021, the Company announced its intention to exit its businesses in Europe. On October 31, 2022, the Company completed its previously announced transaction to sell certain of its businesses in the E.U. located in France, Italy, Ireland, Portugal, Belgium, and Slovenia, along with its German headquarters and wound-care business, part of a shared services center in Lithuania, and its ownership stake in a joint venture in the Netherlands (“E.U. disposal group”) to the PHOENIX Group. During the three and six months ended September 30, 2022, the Company recorded gains of $23 million and $35 million, respectively, to remeasure the E.U. disposal group to fair value less costs to sell which was recorded within “Selling, distribution, general, and administrative expenses” in the Condensed Consolidated Statements of Operations. The Company’s measurement of the fair value of the E.U. disposal group was based on the total consideration expected to be received by the Company as outlined in the transaction agreement. Certain components of the total consideration included fair value measurements that fall within Level 3 of the fair value hierarchy.

On April 6, 2022, the Company completed the previously announced sale of its retail and distribution businesses in the United Kingdom (“U.K. disposal group”) to Aurelius Elephant Limited for a purchase price of £110 million (or, approximately $144 million), including certain adjustments. As part of the transaction, the Company divested net assets of $615 million and released $731 million of accumulated other comprehensive loss, within the International segment, and the buyer assumed and repaid a note payable to the Company of $118 million.

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McKESSON CORPORATION

FINANCIAL NOTES (CONTINUED)

(UNAUDITED)

At September 30, 2023 and March 31, 2023, the Company had no assets or liabilities related to these European divestiture activities that met the criteria for classification as held for sale. Subsequent to the divestiture activities discussed above, the Company’s European operations primarily consist of its retail and distribution businesses in Norway.

Other

For the periods presented, the Company also completed de minimis acquisitions and divestitures within its operating segments. Financial results for the Company’s business acquisitions have been included in its consolidated financial statements as of their respective acquisition dates. Purchase prices for business acquisitions have been allocated based on estimated fair values at the respective acquisition dates.

3. Restructuring, Impairment, and Related Charges, Net

The Company recorded restructuring, impairment, and related charges, net of $28 million and $30 million for the three months ended September 30, 2023 and 2022, respectively, and $80 million and $53 million for the six months ended September 30, 2023 and 2022, respectively. These charges were included in “Restructuring, impairment, and related charges, net” in the Condensed Consolidated Statements of Operations.

Restructuring Initiatives

During the fourth quarter of fiscal 2023, the Company approved a broad set of initiatives to drive operational efficiencies and increase cost optimization efforts, with the intent of simplifying its infrastructure and realizing long-term sustainable growth. These initiatives include headcount reductions and the exit or downsizing of certain facilities. The Company anticipates total charges of approximately $125 million across its RxTS and U.S. Pharmaceutical segments as well as Corporate, consisting primarily of employee severance and other employee-related costs, facility and other exit-related costs, as well as long-lived asset impairments. Of this amount, $99 million of cumulative charges were recorded through September 30, 2023. For the three and six months ended September 30, 2023, the Company recorded charges of $3 million and $39 million related to this program, respectively, which primarily includes real estate and other related asset impairments and facility costs within Corporate. This restructuring program is anticipated to be substantially complete by the end of fiscal 2024.

Restructuring, impairment, and related charges, net for the three months ended September 30, 2023 and 2022 consisted of the following:

			Three Months Ended September 30, 2023
(In millions)			U.S. Pharmaceutical						Prescription Technology Solutions (1)						Medical-Surgical Solutions						International						Corporate						Total
Severance and employee-related costs, net			$	8					$	—					$	—					$	2					$	—					$	10
Exit and other-related costs (2)			1						3						4						4						6						18
Asset impairments and accelerated depreciation			—						—						—						—						—						—
Total			$	9					$	3					$	4					$	6					$	6					$	28

(1)Includes costs related to operational efficiencies and cost optimization efforts described above to support the Company’s technology solutions.

(2)Exit and other-related costs consist of accruals for costs to be incurred without future economic benefits, project consulting fees, and other exit costs expensed as incurred.

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McKESSON CORPORATION

FINANCIAL NOTES (CONTINUED)

(UNAUDITED)

			Three Months Ended September 30, 2022
(In millions)			U.S. Pharmaceutical						Prescription Technology Solutions						Medical-Surgical Solutions						International						Corporate						Total
Severance and employee-related costs, net			$	—					$	—					$	—					$	2					$	(5)					$	(3)
Exit and other-related costs (1)			—						1						1						6						14						22
Asset impairments and accelerated depreciation			3						6						—						1						1						11
Total			$	3					$	7					$	1					$	9					$	10					$	30

(1)Exit and other-related costs consist of accruals for costs to be incurred without future economic benefits, project consulting fees, and other exit costs expensed as incurred.

Restructuring, impairment, and related charges, net, for the six months ended September 30, 2023 and 2022 consisted of the following:

			Six Months Ended September 30, 2023
(In millions)			U.S. Pharmaceutical						Prescription Technology Solutions (1)						Medical-Surgical Solutions						International						Corporate (1)						Total
Severance and employee-related costs, net			$	9					$	—					$	—					$	2					$	1					$	12
Exit and other-related costs (2)			2						5						6						9						18						40
Asset impairments and accelerated depreciation			—						—						—						1						27						28
Total			$	11					$	5					$	6					$	12					$	46					$	80

(1)Includes costs related to operational efficiencies and cost optimization efforts described above to support the Company’s technology solutions.

(2)Exit and other-related costs consist of accruals for costs to be incurred without future economic benefits, project consulting fees, and other exit costs expensed as incurred.

			Six Months Ended September 30, 2022
(In millions)			U.S. Pharmaceutical						Prescription Technology Solutions						Medical-Surgical Solutions						International						Corporate						Total
Severance and employee-related costs, net			$	3					$	—					$	—					$	2					$	(6)					$	(1)
Exit and other-related costs (1)			1						3						2						8						29						43
Asset impairments and accelerated depreciation			3						11						—						1						(4)						11
Total			$	7					$	14					$	2					$	11					$	19					$	53

(1)Exit and other-related costs consist of accruals for costs to be incurred without future economic benefits, project consulting fees, and other exit costs expensed as incurred.

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McKESSON CORPORATION

FINANCIAL NOTES (CONTINUED)

(UNAUDITED)

The following table summarizes the activity related to the liabilities associated with the Company’s restructuring initiatives for the six months ended September 30, 2023:

(In millions)			U.S. Pharmaceutical						Prescription Technology Solutions						Medical-Surgical Solutions						International						Corporate						Total
Balance, March 31, 2023 (1)			$	15					$	26					$	3					$	13					$	35					$	92
Restructuring, impairment, and related charges, net			11						5						6						12						46						80
Non-cash charges			—						—						—						(1)						(27)						(28)
Cash payments			(10)						(26)						(6)						(3)						(23)						(68)
Other (2)			—						—						—						(10)						—						(10)
Balance, September 30, 2023 (3)			$	16					$	5					$	3					$	11					$	31					$	66

(1)As of March 31, 2023, the total reserve balance was $92 million, of which $66 million was recorded in “Other accrued liabilities” and $26 million was recorded in “Other non-current liabilities” in the Company’s Condensed Consolidated Balance Sheet.

(2)Other primarily includes cumulative translation adjustments and transfers to certain other liabilities.

(3)As of September 30, 2023, the total reserve balance was $66 million, of which $32 million was recorded in “Other accrued liabilities” and $34 million was recorded in “Other non-current liabilities” in the Company’s Condensed Consolidated Balance Sheet.

4. Income Taxes

Income tax expense related to continuing operations was as follows:

			Three Months Ended September 30,												Six Months Ended September 30,
(Dollars in millions)			2023						2022						2023						2022
Income tax expense			$	213					$	271					$	307					$	470
Reported income tax rate			23.3		%				21.8		%				15.3		%				20.9		%

Fluctuations in the Company’s reported income tax rates were primarily due to changes in the mix of earnings between various taxing jurisdictions and discrete items recognized in the quarters.

During the three months ended September 30, 2023, the Company recognized a net discrete tax expense of $12 million primarily related to interest expense accrued on unrecognized tax benefits, and recognized a net discrete tax benefit of $16 million primarily related to increased tax credits during the three months ended September 30, 2022. During the six months ended September 30, 2023, the Company repatriated certain intellectual property between McKesson wholly-owned legal entities that are based in different tax jurisdictions. The transferor entity of the intellectual property was not subject to income tax on this transaction. The recipient entity of the intellectual property is entitled to amortize the fair value of the assets for tax purposes. As a result of this repatriation, and in accordance with ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory, a net discrete tax benefit of $147 million was recognized during the six months ended September 30, 2023. During the six months ended September 30, 2022, the Company recognized a net discrete tax benefit primarily related to the tax impact of share-based compensation of $53 million.

As of September 30, 2023, the Company had $1.4 billion of unrecognized tax benefits, of which $1.3 billion would reduce income tax expense and the effective tax rate if recognized. During the next twelve months, the Company does not anticipate any material reduction in its unrecognized tax benefits based on the information currently available. However, this may change as the Company continues to have ongoing discussions with various taxing authorities throughout the year.

The Company files income tax returns in the U.S. federal jurisdiction, various U.S. state jurisdictions, and various foreign jurisdictions. The Company is generally subject to audit by taxing authorities in various U.S. states and in foreign jurisdictions for fiscal years 2016 through the current fiscal year.

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McKESSON CORPORATION

FINANCIAL NOTES (CONTINUED)

(UNAUDITED)

During the fourth quarter of fiscal 2023, the Internal Revenue Service (“IRS”) communicated proposed adjustments to taxable income reported in the Company’s fiscal 2018 and fiscal 2019 U.S. Federal Corporate Income Tax returns. The adjustments would increase the Company’s federal income tax liability in the range of $600 million to $700 million. The Company disagrees with the proposed adjustments and intends to pursue resolution through the administrative process with the IRS Independent Office of Appeals and, if necessary, through judicial remedies. During the first quarter of fiscal 2024, the Company filed a formal protest with the IRS. The Company does not anticipate a final resolution of these matters until fiscal 2026 or after. Although the final resolution of these matters is uncertain, the Company believes in the merits of its tax positions and believes that it has adequately reserved for any adjustments to the provision of income taxes that may ultimately result. However, if the IRS prevails in these matters, the assessed tax and interest could have a material adverse effect on the Company’s financial position, results of operations, and cash flows in future periods.

5. Earnings (Loss) Per Common Share

Basic earnings (loss) per common share is computed by dividing net income by the weighted-average number of common shares outstanding during the reporting period. The computation of diluted earnings per common share is similar to that of basic earnings (loss) per common share, except that the former reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock. Potentially dilutive securities include outstanding stock options, restricted stock units, and performance-based restricted stock units. Less than one million of potentially dilutive securities for the three and six months ended September 30, 2023 and 2022 were excluded from the computation of diluted earnings per common share as they were anti-dilutive.

The computations for basic and diluted earnings per common share were as follows:

			Three Months Ended September 30,												Six Months Ended September 30,
(In millions, except per share amounts)			2023						2022						2023						2022
Income from continuing operations			$	703					$	973					$	1,700					$	1,780
Net income attributable to noncontrolling interests			(39)						(41)						(78)						(82)
Income from continuing operations attributable to McKesson Corporation			664						932						1,622						1,698
Loss from discontinued operations, net of tax			—						(6)						—						(4)
Net income attributable to McKesson Corporation			$	664					$	926					$	1,622					$	1,694
Weighted-average common shares outstanding:
Basic			134.1						143.1						134.8						143.7
Effect of dilutive securities:
Stock options			0.2						0.2						0.2						0.3
Restricted stock units (1)			0.5						0.8						0.7						1.0
Diluted			134.8						144.1						135.7						145.0
Earnings (loss) per common share attributable to McKesson Corporation: (2)
Diluted
Continuing operations			$	4.92					$	6.46					$	11.95					$	11.71
Discontinued operations			—						(0.04)						—						(0.03)
Total			$	4.92					$	6.42					$	11.95					$	11.68
Basic
Continuing operations			$	4.95					$	6.51					$	12.03					$	11.81
Discontinued operations			—						(0.04)						—						(0.02)
Total			$	4.95					$	6.47					$	12.03					$	11.79

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McKESSON CORPORATION

FINANCIAL NOTES (CONTINUED)

(UNAUDITED)

(1)Includes dilutive effect from restricted stock units and performance-based stock units.

(2)Certain computations may reflect rounding adjustments.

6. Goodwill and Intangible Assets, Net

Goodwill

The Company evaluates goodwill for impairment on an annual basis in the first fiscal quarter, and more frequently if indicators for potential impairment exist. Goodwill impairment testing is conducted at the reporting unit level, which is generally defined as an operating segment or one level below an operating segment (also known as a component), for which discrete financial information is available and segment management regularly reviews the operating results of that reporting unit. The annual impairment testing performed in fiscal 2024 and fiscal 2023 did not indicate any impairment of goodwill.

Changes in the carrying amount of goodwill were as follows:

(In millions)			U.S. Pharmaceutical (1)						Prescription Technology Solutions						Medical-Surgical Solutions						International						Total
Balance, March 31, 2023			$	4,050					$	2,005					$	2,453					$	1,439					$	9,947
Foreign currency translation adjustments, net			—						—						—						(6)						(6)
Other adjustments (2)			(7)						—						—						—						(7)
Balance, September 30, 2023			$	4,043					$	2,005					$	2,453					$	1,433					$	9,934

(1)The goodwill balance allocated to the U.S. Pharmaceutical segment related to McKesson Europe’s Celesio AG acquisition no longer reflects foreign currency translation adjustments as its functional currency was changed from Euros to U.S. dollars with the completion of the sale of the E.U. disposal group.

(2)Includes purchase price allocation adjustments related to the formation of SCRI Oncology, which is discussed in Financial Note 2, “Business Acquisitions and Divestitures.”

Intangible Assets

Information regarding intangible assets was as follows:

			September 30, 2023																								March 31, 2023
(Dollars in millions)			Weighted- Average Remaining Amortization Period (Years)						Gross Carrying Amount						Accumulated Amortization						Net Carrying Amount						Gross Carrying Amount						Accumulated Amortization						Net Carrying Amount
Customer relationships			11						$	2,970					$	(1,823)					$	1,147					$	2,971					$	(1,765)					$	1,206
Service agreements			10						1,135						(654)						481						1,137						(623)						514
Trademarks and trade names			12						831						(453)						378						833						(430)						403
Technology			10						264						(137)						127						264						(129)						135
Other			6						184						(175)						9						193						(174)						19
Total									$	5,384					$	(3,242)					$	2,142					$	5,398					$	(3,121)					$	2,277

All intangible assets were subject to amortization as of September 30, 2023 and March 31, 2023. Amortization expense of intangible assets was $62 million and $57 million for the three months ended September 30, 2023 and 2022, respectively, and $124 million and $113 million for the six months ended September 30, 2023 and 2022, respectively. Estimated amortization expense of the assets listed in the table above is as follows: $122 million, $239 million, $207 million, $201 million, and $196 million for the remainder of fiscal 2024 and each of the succeeding years through fiscal 2028, respectively, and $1.2 billion thereafter.

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McKESSON CORPORATION

FINANCIAL NOTES (CONTINUED)

(UNAUDITED)

7. Debt and Financing Activities

Long-term debt consisted of the following:

(In millions)			September 30, 2023						March 31, 2023
U.S. Dollar notes (1) (2)
3.80% Notes due March 15, 2024			$	—					$	918
0.90% Notes due December 3, 2025			500						500
5.25% Notes due February 15, 2026			499						499
1.30% Notes due August 15, 2026			499						498
7.65% Debentures due March 1, 2027			150						150
3.95% Notes due February 16, 2028			343						343
4.90% Notes due July 15, 2028			399						—
4.75% Notes due May 30, 2029			196						196
5.10% Notes due July 15, 2033			596						—
6.00% Notes due March 1, 2041			218						218
4.88% Notes due March 15, 2044			255						255
Foreign currency notes (1) (3)
1.50% Euro Notes due November 17, 2025			633						649
1.63% Euro Notes due October 30, 2026			529						542
3.13% Sterling Notes due February 17, 2029			549						555
Lease and other obligations			218						271
Total debt			5,584						5,594
Less: Current portion			49						968
Total long-term debt			$	5,535					$	4,626

(1)These notes are unsecured and unsubordinated obligations of the Company.

(2)Interest on these U.S. dollar notes is payable semi-annually.

(3)Interest on these foreign currency notes is payable annually.

Long-Term Debt

The Company’s long-term debt includes both U.S. dollar and foreign currency-denominated borrowings. At September 30, 2023 and March 31, 2023, $5.6 billion of total debt was outstanding, of which $49 million and $968 million, respectively, was included under the caption “Current portion of long-term debt” in the Company’s Condensed Consolidated Balance Sheets.

Notes Offerings

On June 15, 2023, the Company completed a public offering of 4.90% Notes due July 15, 2028 in a principal amount of $400 million (the “2028 Notes”) and a public offering of 5.10% Notes due July 15, 2033 in a principal amount of $600 million (the “2033 Notes” and, together with the 2028 Notes, the “Notes”). Interest on the Notes is payable semi-annually on January 15th and July 15th of each year, commencing on January 15, 2024. Proceeds received from the issuance of the Notes, net of discounts and offering expenses, were $397 million for the 2028 Notes and $592 million for the 2033 Notes. The Company utilized a portion of the net proceeds from the offerings of the Notes to fund the purchase price payable with respect to the portion of the Company’s then outstanding 3.80% Notes due March 15, 2024 (the “2024 Notes”) that was validly tendered and accepted for purchase pursuant to the Concurrent Tender Offer (as defined below) and to effect the satisfaction and discharge of the remaining portion of the 2024 Notes, all of which is described further below. The remaining net proceeds from the offerings of the Notes was available for general corporate purposes.

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McKESSON CORPORATION

FINANCIAL NOTES (CONTINUED)

(UNAUDITED)

Each series of the Notes is an unsecured and unsubordinated obligation of the Company and ranks equally with all of the Company’s existing, and future unsecured and unsubordinated indebtedness that may be outstanding from time-to-time. The Notes are governed by an indenture and officers’ certificate that are materially similar to those of other series of notes issued by the Company. Upon at least 10 days’ and not more than 60 days’ notice to holders of the applicable series of the Notes, the Company may redeem either series of the Notes for cash in whole, at any time, or in part, from time to time, at redemption prices that include accrued and unpaid interest and a make-whole premium before a specified date, and at par plus accrued and unpaid interest thereafter until maturity, each as specified in the indenture and the officers’ certificate. If there were to occur both (1) a change of control of the Company and (2) a downgrade of the applicable series of the Notes below an investment grade rating by each of the Ratings Agencies (as defined in the officers’ certificate) within a specified period, then the Company would be required to make an offer to purchase those Notes at a price equal to 101% of the then outstanding principal amount of such Notes, plus accrued and unpaid interest to, but not including, the date of repurchase. The indenture and the related officers’ certificate for the Notes, subject to the exceptions and in compliance with the conditions as applicable, specify that the Company may not consolidate, merge or sell all or substantially all of its assets, incur liens, or enter into sale-leaseback transactions exceeding specific terms, without the lenders’ consent. The indenture also contains customary events of default provisions.

Concurrent Tender Offer

On June 16, 2023, the Company completed a cash tender offer for any and all of its then outstanding 2024 Notes, which was made concurrently with the offerings of the Notes (the “Concurrent Tender Offer”). The Company paid an aggregate consideration of $268 million in the Concurrent Tender Offer to repurchase $271 million principal amount of the 2024 Notes at a repurchase price equal to 98.75% of the principal amount plus accrued and unpaid interest. The repurchase of the 2024 Notes accepted for purchase in the Concurrent Tender Offer was accounted for as a debt extinguishment.

Satisfaction and Discharge of the 2024 Notes

On June 16, 2023, after completing the Concurrent Tender Offer, the Company irrevocably deposited with the trustee under the indenture governing the 2024 Notes (the “2024 Notes Indenture”) U.S. government obligations in an amount sufficient to fund the payment of accrued and unpaid interest of the remaining $647 million principal amount of the 2024 Notes as it becomes due, and of the principal amount of those 2024 Notes on their March 15, 2024 maturity date. The U.S. government obligations were purchased using a portion of the net proceeds from the offerings of the Notes. After the deposit of such funds with the trustee, the Company’s obligations under the 2024 Notes Indenture with respect to the 2024 Notes were satisfied and discharged and the transaction was accounted for as a debt extinguishment.

The total gain recognized on the debt extinguishments described above for the six months ended September 30, 2023 was $9 million and included within “Interest expense” in the Company’s Condensed Consolidated Statement of Operations.

Revolving Credit Facilities

On November 7, 2022, the Company entered into a Credit Agreement (the “2022 Credit Facility”), that provides a syndicated $4.0 billion five-year senior unsecured credit facility with a $3.6 billion aggregate sublimit of availability in Canadian dollars, British pound sterling, and Euro. The 2022 Credit Facility is scheduled to mature in November 2027. The 2022 Credit Facility replaced the Company’s previous syndicated $4.0 billion five-year senior unsecured credit facility, dated as of September 25, 2019, as amended (the “2020 Credit Facility”), which was scheduled to mature in September 2024. The 2020 Credit Facility was terminated in connection with the execution of the 2022 Credit Facility. There were no borrowings under the 2020 Credit Facility during the six months ended September 30, 2022, and no amounts outstanding at the time of its termination. There were no borrowings under the 2022 Credit Facility during the six months ended September 30, 2023 and no amounts outstanding at September 30, 2023. At September 30, 2023, the Company was in compliance with all covenants under the 2022 Credit Facility.

Commercial Paper

The Company maintains a commercial paper program to support its working capital requirements and for other general corporate purposes. Under the program, the Company can issue up to $4.0 billion in outstanding commercial paper notes. During the six months ended September 30, 2023, the Company borrowed and repaid $2.0 billion under the program. During the six months ended September 30, 2022, the Company borrowed and repaid $100 million under the program. At September 30, 2023 and March 31, 2023, there were no commercial paper notes outstanding.

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McKESSON CORPORATION

FINANCIAL NOTES (CONTINUED)

(UNAUDITED)

8. Hedging Activities

In the normal course of business, the Company is exposed to interest rate and foreign currency exchange rate fluctuations. At times, the Company limits these risks through the use of derivatives as described below. In accordance with the Company’s policy, derivatives are only used for hedging purposes. The Company does not use derivatives for trading or speculative purposes. The Company uses different counterparties for its derivative contracts to minimize the exposure to credit risk but does not anticipate non-performance by these parties.

Foreign Currency Exchange Risk

The Company conducts its business worldwide in U.S. dollars and the functional currencies of its foreign subsidiaries, including Canadian dollars, Euro, and British pounds sterling. Changes in foreign currency exchange rates could have a material adverse impact on the Company’s financial results that are reported in U.S. dollars. The Company is also exposed to foreign currency exchange rate risk related to its foreign subsidiaries, including intercompany loans denominated in non-functional currencies. The Company has certain foreign currency exchange rate risk programs that use cross-currency swaps. These forward contracts and cross-currency swaps are generally used to offset the potential income statement effects from intercompany loans and other obligations denominated in non-functional currencies. These programs reduce but do not entirely eliminate foreign currency exchange rate risk.

Non-Derivative Instruments Designated as Hedges

Prior to the divestiture of the E.U. disposal group, the Company had €1.1 billion of Euro-denominated notes designated as non-derivative net investment hedges. These hedges were utilized to hedge portions of the Company’s net investments in non-U.S. subsidiaries against the effect of exchange rate fluctuations on the translation of foreign currency balances to the U.S. dollar. For all notes that were designated as net investment hedges and met effectiveness requirements, the changes in carrying value of the notes attributable to the change in spot rates were recorded as foreign currency translation adjustments in “Accumulated other comprehensive loss” where they offset foreign currency translation gains and losses recorded on the Company’s net investments. To the extent foreign currency denominated notes designated as net investment hedges were ineffective, changes in carrying value attributable to the change in spot rates were recorded in earnings.

In connection with the divestiture of the E.U. disposal group in October 2022, the Euro-denominated notes described above were de-designated as net investment hedges.

In connection with the sale of the U.K. disposal group in April 2022, the Company reclassified $26 million of gains from accumulated other comprehensive loss to “Selling, distribution, general, and administrative expenses” in the Condensed Consolidated Statement of Operations for the six months ended September 30, 2022. This amount related to the Company’s £450 million of British pound sterling-denominated notes, which were previously accounted for as net investment hedges until de-designated in fiscal 2020, and was included in the fiscal 2022 calculation of charges to remeasure the assets and liabilities of the disposal group to fair value less costs to sell.

Foreign currency gains (losses) from non-derivative instruments included in other comprehensive income in the Condensed Consolidated Statements of Comprehensive Income were as follows:

			Three Months Ended September 30,												Six Months Ended September 30,
(In millions)			2023						2022						2023						2022
Non-derivatives designated as net investment hedges: (1)
Euro-denominated notes			$	—					$	75					$	—					$	139

(1)There was no ineffectiveness in these hedges for the three and six months ended September 30, 2022.

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McKESSON CORPORATION

FINANCIAL NOTES (CONTINUED)

(UNAUDITED)

Derivative Instruments

At September 30, 2023 and March 31, 2023, the notional amounts of the Company’s outstanding derivatives were as follows:

															September 30, 2023						March 31, 2023
(In millions)			Currency						Maturity Date (1)						Notional
Derivatives designated as net investment hedges: (2)
Cross-currency swaps (3)			CAD						Nov-24 to Mar-25						C$	1,500					C$	1,500
Derivatives designated as fair value hedges: (2)
Cross-currency swaps (4)			GBP						Nov-28						£	450					£	450
Cross-currency swaps (4)			EUR						Aug-25 to Jul-26						€	1,100					€	1,100
Floating interest rate swaps (5)			USD						Feb-26 to Sep-29						$	1,250					$	1,250
Derivatives designated as cash flow hedges: (2)
Cross-currency swaps (3)			CAD						Jan-24						C$	400					C$	400
Fixed interest rate swaps (6)			USD						Jun-23						$	—					$	450

(1)The maturity date reflected is for outstanding derivatives as of September 30, 2023.

(2)There was no ineffectiveness in these hedges for the three and six months ended September 30, 2023 and 2022.

(3)The Company agreed with third parties to exchange fixed interest payments in one currency for fixed interest payments in another currency at specified intervals and to exchange principal in one currency for principal in another currency, calculated by reference to agreed-upon notional amounts.

(4)Represents cross-currency fixed-to-fixed interest rate swaps to mitigate the foreign currency exchange fluctuations on its foreign currency-denominated notes.

(5)Represents fixed-to-floating interest rate swaps to hedge the changes in fair value caused by fluctuations in the benchmark interest rates.

(6)The Company entered into agreements with financial institutions to lock into the fixed benchmark interest rates for future bond issuance, which were terminated during the first quarter of fiscal 2024 as discussed further below.

Net Investment Hedges

The Company uses cross-currency swaps to hedge portions of the Company’s net investments denominated in Canadian dollars against the effect of exchange rate fluctuations on the translation of foreign currency balances to the U.S. dollar. The changes in the fair value of these derivatives attributable to the changes in spot currency exchange rates and differences between spot and forward interest rates are recorded in accumulated other comprehensive loss and offset foreign currency translation gains and losses recorded on the Company’s net investments denominated in Canadian dollars. To the extent cross-currency swaps designated as hedges are ineffective, changes in carrying value attributable to the change in spot rates are recorded in earnings.

Fair Value Hedges

The Company uses cross-currency swaps to hedge the changes in the fair value of its foreign currency notes resulting from changes in benchmark interest rates and foreign currency exchange rates. The changes in the fair value of these derivatives and the offsetting changes in the fair value of the hedged notes are recorded in earnings. Gains from the changes in the Company’s fair value hedges recorded in earnings were largely offset by the losses recorded in earnings on the hedged item. For components excluded from the assessment of hedge effectiveness, the initial value of the excluded component is recognized in accumulated other comprehensive loss and then released into earnings over the life of the hedging instrument. The difference between the change in the fair value of the excluded component and the amount amortized into earnings during the period is recorded in other comprehensive income (loss).

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McKESSON CORPORATION

FINANCIAL NOTES (CONTINUED)

(UNAUDITED)

Cash Flow Hedges

From time to time, the Company enters into cross-currency swaps to hedge intercompany loans denominated in non-functional currencies to reduce the income statement effects arising from fluctuations in foreign currency rates and also enters into forward contracts to hedge the variability of future benchmark interest rates on any planned bond issuances. The effective portion of changes in the fair value of these hedges is recorded in accumulated other comprehensive loss and reclassified into earnings in the same period in which the hedged transaction affects earnings. Changes in fair values representing hedge ineffectiveness are recognized in current earnings. Gains or losses reclassified from accumulated other comprehensive loss and recorded in “Selling, distribution, general, and administrative expenses” in the Condensed Consolidated Statements of Operations were not material for the three and six months ended September 30, 2023 and 2022.

The Company entered into forward-starting fixed interest rate swaps designated as cash flow hedges in fiscal 2023 with a notional amount of $450 million, and in the first quarter of fiscal 2024 with a notional amount of $50 million, to hedge the variability of future benchmark interest rates on a planned bond issuance. On June 15, 2023, the Company completed a public offering of the 2033 Notes, at which point the $500 million cash flow hedges were terminated and the proceeds will be amortized to interest expense over the life of the 2033 Notes, or 10 years. Refer to Financial Note 7, “Debt and Financing Activities,” for additional information on the public offering of the 2033 Notes.

Derivatives Not Designated as Hedges

Derivative instruments not designated as hedges are marked-to-market at the end of each accounting period with the change in fair value included in earnings. Changes in the fair values for contracts not designated as hedges are recorded directly into earnings in “Selling, distribution, general, and administrative expenses” in the Condensed Consolidated Statements of Operations. The Company did not have any outstanding derivative instruments not designated as hedges during the periods presented.

Other Information on Derivative Instruments

Gains (losses) from derivatives included in other comprehensive income in the Condensed Consolidated Statements of Comprehensive Income were as follows:

			Three Months Ended September 30,												Six Months Ended September 30,
(In millions)			2023						2022						2023						2022
Derivatives designated as net investment hedges:
Cross-currency swaps			$	27					$	21					$	7					$	33
Derivatives designated as cash flow and other hedges:
Cross-currency swaps (1)			$	33					$	(3)					$	27					$	(5)
Fixed interest rate swaps			—						28						16						55

(1)Includes other comprehensive income (loss) related to the excluded component of certain fair value hedges.

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McKESSON CORPORATION

FINANCIAL NOTES (CONTINUED)

(UNAUDITED)

Information regarding the fair value of derivatives on a gross basis were as follows:

			Balance Sheet Caption			September 30, 2023																		March 31, 2023
			Fair Value of Derivative												U.S. Dollar Notional						Fair Value of Derivative												U.S. Dollar Notional
(In millions)			Asset						Liability									Asset						Liability
Derivatives designated for hedge accounting:
Cross-currency swaps (current)			Prepaid expenses and other			$	6					$	—					$	301					$	5					$	—					$	301
Cross-currency swaps (non-current)			Other non-current assets/liabilities			73						1						2,760						74						2						2,760
Interest rate swaps (non-current)			Other non-current assets/liabilities			—						51						1,250						1						15						1,700
Total						$	79					$	52											$	80					$	17

Refer to Financial Note 9, "Fair Value Measurements," for more information on these recurring fair value measurements.

9. Fair Value Measurements

The Company measures certain assets and liabilities at fair value in accordance with ASC Topic 820, Fair Value Measurements and Disclosures. The fair value hierarchy consists of three levels of inputs that may be used to measure fair value as follows:

Level 1 - quoted prices in active markets for identical assets or liabilities.

Level 2 - significant other observable market-based inputs.

Level 3 - significant unobservable inputs for which little or no market data exists and requires considerable assumptions that are significant to the fair value measurement.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Cash and cash equivalents at September 30, 2023 and March 31, 2023 included investments in money market funds of $645 million and $1.4 billion, respectively, which are reported at fair value. The fair value of money market funds was determined using quoted prices for identical investments in active markets, which are considered to be Level 1 inputs under the fair value measurements and disclosure guidance. The carrying value of all other cash equivalents approximates their fair value due to their relatively short-term nature.

Fair values of the Company’s interest rate swaps and cross-currency swaps were determined using observable inputs from available market information, including quoted interest rates, foreign currency exchange rates, and other observable inputs from available market information. These inputs are considered Level 2 under the fair value measurements and disclosure guidance, and may not be representative of actual values that could have been realized or that will be realized in the future. Refer to Financial Note 8, “Hedging Activities,” for fair values and other information on the Company’s derivatives.

The Company holds investments in equity securities of U.S. growth stage companies that address both current and emerging business challenges in the healthcare industry and which had a carrying value of $222 million and $237 million at September 30, 2023 and March 31, 2023, respectively. These investments primarily consist of equity securities without readily determinable fair values and are included in “Other non-current assets” in the Condensed Consolidated Balance Sheets. The carrying value of publicly-traded investments, which was not material for the periods presented, was determined using quoted prices for identical investments in active markets and are considered to be Level 1 inputs. The net realized and unrealized gains and losses as well as impairment charges related to these investments are included within “Other income, net” in the Condensed Consolidated Statements of Operations and were not material for the three and six months ended September 30, 2023 and 2022.

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McKESSON CORPORATION

FINANCIAL NOTES (CONTINUED)

(UNAUDITED)

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

In addition to assets and liabilities that are measured at fair value on a recurring basis, the Company’s assets and liabilities are also subject to nonrecurring fair value measurements. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges or as a result of charges to remeasure assets classified as held for sale to fair value less costs to sell.

At September 30, 2023 and March 31, 2023, the contingent consideration liability related to the Company’s acquisition of RxSS in November 2022 was measured at fair value on a nonrecurring basis. Refer to Financial Note 2, “Business Acquisitions and Divestitures," for more information on this transaction.

The aforementioned investments in equity securities of U.S. growth stage companies include the carrying value of investments without readily determinable fair values, which were determined using a measurement alternative and are recorded at cost less impairment, plus or minus any changes in observable price from orderly transactions of the same or similar security of the same issuer. These inputs related to changes in observable price are considered Level 2 under the fair value measurements and disclosure guidance and may not be representative of actual values that could have been realized or that will be realized in the future. Inputs related to impairments of investments are generally considered Level 3 fair value measurements due to their inherently unobservable nature based on significant assumptions by management and use of company-specific information.

There were no other material assets or liabilities measured at fair value on a nonrecurring basis at September 30, 2023 and March 31, 2023.

Other Fair Value Disclosures

At September 30, 2023 and March 31, 2023, the carrying amounts of cash, certain cash equivalents, restricted cash, receivables, drafts and accounts payable, short-term borrowings, and other current assets and liabilities approximated their estimated fair values because of the short-term maturity of these financial instruments.

The Company determines the fair value of commercial paper using quoted prices in active markets for identical instruments, which are considered Level 1 inputs under the fair value measurements and disclosure guidance.

The Company’s long-term debt is recorded at amortized cost. The carrying value and fair value of the Company’s long-term debt was as follows:

			September 30, 2023												March 31, 2023
(In millions)			Carrying Value						Fair Value						Carrying Value						Fair Value
Long-term debt, including current maturities			$	5,584					$	5,268					$	5,594					$	5,386

The estimated fair value of the Company’s long-term debt was determined using quoted market prices in a less active market and other observable inputs from available market information, which are considered to be Level 2 inputs, and may not be representative of actual values that could have been realized or that will be realized in the future.

Goodwill

Fair value assessments of the reporting unit and the reporting unit's net assets, which are performed for goodwill impairment tests, are considered a Level 3 measurement due to the significance of unobservable inputs developed using company-specific information. The Company considered a market approach as well as an income approach using a discounted cash flow (“DCF”) model to determine the fair value of each reporting unit.

Long-lived Assets

The Company utilizes multiple approaches, including the DCF model and market approaches, for estimating the fair value of intangible assets. The future cash flows used in the analysis are based on internal cash flow projections from its long-range plans and include significant assumptions by management. Accordingly, the fair value assessment of long-lived assets is considered a Level 3 fair value measurement.

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McKESSON CORPORATION

FINANCIAL NOTES (CONTINUED)

(UNAUDITED)

The Company measures certain long-lived and intangible assets at fair value on a nonrecurring basis when events occur that indicate an asset group may not be recoverable. If the carrying amount of an asset group is not recoverable, an impairment charge is recorded to reduce the carrying amount by the excess over its fair value.

10. Commitments and Contingent Liabilities

In addition to commitments and obligations incurred in the ordinary course of business, the Company is subject to a variety of claims and legal proceedings, including claims from customers and vendors, pending and potential legal actions for damages, governmental investigations, and other matters. The Company and its affiliates are parties to the legal claims and proceedings described below and in Financial Note 17 to the Company’s 2023 Annual Report, which disclosure is incorporated in this footnote by this reference. The Company is vigorously defending itself against those claims and in those proceedings. Significant developments in those matters are described below. If the Company is unsuccessful in defending, or if it determines to settle, any of these matters, it may be required to pay substantial sums, be subject to injunction and/or be forced to change how it operates its business, which could have a material adverse impact on its financial position or results of operations.

Unless otherwise stated, the Company is unable to reasonably estimate the loss or a range of possible loss for the matters described below. Often, the Company is unable to determine that a loss is probable, or to reasonably estimate the amount of loss or a range of loss, for a claim because of the limited information available and the potential effects of future events and decisions by third parties, such as courts and regulators, that will determine the ultimate resolution of the claim. Many of the matters described are at preliminary stages, raise novel theories of liability, or seek an indeterminate amount of damages. It is not uncommon for claims to remain unresolved over many years. The Company reviews loss contingencies at least quarterly to determine whether the likelihood of loss has changed and whether it can make a reasonable estimate of the loss or range of loss. When the Company determines that a loss from a claim is probable and reasonably estimable, it records a liability for an estimated amount. The Company also provides disclosure when it is reasonably possible that a loss may be incurred or when it is reasonably possible that the amount of a loss will exceed its recorded liability. Amounts included within “Claims and litigation charges, net” in the Condensed Consolidated Statements of Operations consist of estimated loss contingencies related to opioid-related litigation matters.

I. Litigation and Claims Involving Distribution of Controlled Substances

The Company and its affiliates have been sued as defendants in many cases asserting claims related to distribution of controlled substances. They have been named as defendants along with other pharmaceutical wholesale distributors, pharmaceutical manufacturers, and retail pharmacies. The plaintiffs in these actions have included state attorneys general, county and municipal governments, school districts, tribal nations, hospitals, health and welfare funds, third-party payors, and individuals. These actions have been filed in state and federal courts throughout the U.S., and in Puerto Rico and Canada. They have sought monetary damages and other forms of relief based on a variety of causes of action, including negligence, public nuisance, unjust enrichment, and civil conspiracy, as well as alleging violations of the Racketeer Influenced and Corrupt Organizations Act (“RICO”), state and federal controlled substances laws, and other statutes. Because of the many uncertainties associated with opioid-related litigation matters, the Company is not able to conclude that a liability is probable or provide a reasonable estimate for the range of ultimate possible loss for opioid-related litigation matters other than those for which an accrual is described below.

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McKESSON CORPORATION

FINANCIAL NOTES (CONTINUED)

(UNAUDITED)

State and Local Government Claims

The Company and two other national pharmaceutical distributors (collectively “Distributors”) entered into a settlement agreement (the “Settlement”) and consent judgment with 48 states and their participating subdivisions, as well as the District of Columbia and all eligible territories (the “Settling Governmental Entities”). Approximately 2,300 cases have been dismissed. The Distributors did not admit liability or wrongdoing and do not waive any defenses pursuant to the Settlement. Under the Settlement, the Company has paid the Settling Governmental Entities approximately $1.5 billion as of September 30, 2023, and additionally will pay the Settling Governmental Entities up to approximately $6.3 billion through 2038. A minimum of 85% of the Settlement payments must be used by state and local governmental entities to remediate the opioid epidemic, while the remainder relates to plaintiffs’ attorneys’ fees and costs and will be paid out through 2030. Under the Settlement, the Distributors will establish a clearinghouse to consolidate their controlled-substance distribution data, which will be available to the settling U.S. states to use as part of their anti-diversion efforts. Alabama and West Virginia did not participate in the Settlement. Under a separate settlement agreement with Alabama and its subdivisions, the Company has paid approximately $61 million as of September 30, 2023, and additionally will pay approximately $113 million through 2031. The Company previously settled with the state of West Virginia in 2018, so West Virginia and its subdivisions were not eligible to participate in the Settlement. Under a separate settlement agreement, the Company has paid certain West Virginia subdivisions approximately $38 million as of September 30, 2023, and additionally will pay approximately $114 million through 2033. That agreement does not include school districts or the claims of Cabell County and the City of Huntington. After a trial, the claims of Cabell County and the City of Huntington, were decided in the Company’s favor on July 4, 2022. Those subdivisions appealed that decision.

Some other state and local governmental subdivisions did not participate in the Settlement, including certain municipal governments, government hospitals, school districts, and government-affiliated third-party payors. The Company contends that those subdivisions’ claims are foreclosed by the Settlement or other dispositive defenses, but the subdivisions contend that their claims are not foreclosed. The City of Baltimore, Maryland, is one such subdivision, and a trial of its claims is scheduled to begin September 26, 2024. An accrual for the remaining governmental subdivision claims is reflected in the total estimated liability for opioid-related claims in a manner consistent with how Settlement amounts were allocated to Settling Governmental Entities.

Native American Tribe Claims

The Company also entered into settlement agreements for opioid-related claims of federally recognized Native American tribes. Under those agreements, the Company has paid the settling Native American tribes approximately $84 million as of September 30, 2023, and additionally will pay approximately $112 million through 2027. A minimum of 85% of the total settlement payments must be used by the settling Native American tribes to remediate the opioid epidemic.

The Company’s estimated accrued liability for the opioid-related claims of U.S. governmental entities, including Native American tribes, was as follows:

(In millions)			September 30, 2023						March 31, 2023
Current litigation liabilities (1)			$	516					$	548
Long-term litigation liabilities			6,128						6,625
Total litigation liabilities			$	6,644					$	7,173

(1)These amounts, recorded in “Other accrued liabilities” in the Condensed Consolidated Balance Sheets, are the amounts estimated to be paid within the next twelve months following each respective period end date.

During the six months ended September 30, 2023, the Company made payments totaling $529 million associated with the Settlement and the separate settlement agreements for opioid-related claims discussed above.

Non-Governmental Plaintiff Claims

The Company is also a defendant in approximately 400 opioid-related cases brought in the U.S. by private plaintiffs, such as hospitals, health and welfare funds, third-party payors, and individuals. These claims, and those of private entities generally, are not included in the settlement agreements described above or in the charges recorded by the Company.

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McKESSON CORPORATION

FINANCIAL NOTES (CONTINUED)

(UNAUDITED)

One such case was brought by a group of individual plaintiffs in Glynn County, Georgia Superior Court seeking to recover for damages allegedly arising from their family members’ abuse of prescription opioids. Poppell v. Cardinal Health, Inc., CE19-00472. On March 1, 2023, the jury in that case returned a verdict in favor of the defendants, including the Company. Plaintiffs have appealed.

Canadian Plaintiff Claims

The Company and its Canadian affiliate are also defendants in four opioid-related cases pending in Canada. These cases involve the claims of the provincial governments, a group representing indigenous people, as well as one case brought by an individual.

Defense of Opioids Claims

The Company believes it has valid legal defenses in all opioid-related matters, including claims not covered by settlement agreements, and it intends to mount a vigorous defense in such matters. Other than the settlement agreements and the U.S. governmental subdivision claims described above, the Company has 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 the Company’s financial position, cash flows or liquidity, or results of operations.

II. Other Litigation and Claims

On May 17, 2013, the Company was served with a complaint filed in the United States District Court for the Northern District of California by True Health Chiropractic Inc., alleging that McKesson sent unsolicited marketing faxes in violation of the Telephone Consumer Protection Act of 1991 (“TCPA”), as amended by the Junk Fax Protection Act of 2005 or JFPA, True Health Chiropractic Inc., et al. v. McKesson Corporation, et al., No. CV-13-02219 (HG). Plaintiffs seek statutory damages from $500 to $1,500 per violation plus injunctive relief. True Health Chiropractic later amended its complaint, adding McLaughlin Chiropractic Associates as an additional named plaintiff and McKesson Technologies Inc. as a defendant. Both plaintiffs alleged that defendants violated the TCPA by sending faxes that did not contain notices regarding how to opt out of receiving the faxes. On August 13, 2019, the court granted plaintiffs’ renewed motion for class certification. After class notice and the opt-out period, 9,490 fax numbers remain in the class, representing 48,769 faxes received. On October 8, 2021, the court de-certified the class citing the plaintiffs lacked class-wide proof identifying the manner of receipt, thus leaving two named Plaintiffs remaining in the case. On April 27, 2022, the Court found that the named Plaintiffs had failed to meet their burden to show Defendants willfully or knowingly violated the TCPA and therefore were not entitled to treble damages. The Court found McKesson liable for statutory damages in the amount of $6,500. The Company appealed the finding of liability and the plaintiffs cross-appealed the denial of class certification and the ruling denying treble damages. On October 25, 2023, the U.S. Court of Appeals for the Ninth Circuit affirmed the decision of the district court.

On December 9, 2019, the United States District Court for the Eastern District of New York ordered the unsealing of a complaint filed by a relator, purportedly on behalf of the United States, 30 states, the District of Columbia, and two cities, alleging that from 2001 through 2010 US Oncology, Inc., an affiliate of the Company, repackaged and sold single-dose syringes of oncology medications in a manner that violated the federal False Claims Act and various state and local false claims statutes, and seeking damages, treble damages, civil penalties, attorneys’ fees and costs of suit, all in unspecified amounts, United States ex rel. Omni Healthcare, Inc. v. US Oncology, Inc., 19-cv-05125. The United States and the named states declined to intervene in the case. Relator filed an amended complaint on August 19, 2022. On September 8, 2023, US Oncology, Inc. ’s motion to dismiss the amended complaint was granted. Relator has filed a notice of appeal. The separate related case against the Company itself, United States ex rel. Omni Healthcare, Inc. v. McKesson Corp., 1:12-cv-06440, remains pending in the district court.

III. Government Subpoenas and Investigations

From time to time, the Company receives subpoenas or requests for information from various government agencies. The Company generally responds to such subpoenas and requests in a cooperative, thorough, and timely manner. These responses sometimes require time and effort and can result in considerable costs being incurred by the Company. Such subpoenas and requests can lead to the assertion of claims or the commencement of civil or criminal legal proceedings against the Company and other members of the health care industry, as well as to settlements of claims against the Company. The Company responds to these requests in the ordinary course of business.

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McKESSON CORPORATION

FINANCIAL NOTES (CONTINUED)

(UNAUDITED)

11. Stockholders' Deficit

Each share of the Company’s outstanding common stock is permitted one vote on proposals presented to stockholders and is entitled to participate equally in any dividends declared by the Company’s Board of Directors (the “Board”).

In July 2023, the quarterly dividend was raised from $0.54 to $0.62 per share of common stock for dividends declared on or after such date by the Board. The Company anticipates that it will continue to pay quarterly cash dividends in the future. However, the payment and amount of future dividends remain within the discretion of the Board and will depend upon the Company's future earnings, financial condition, capital requirements, legal requirements, and other factors.

Share Repurchase Plans

The Board has authorized the repurchase of common stock. The Company may effect stock repurchases from time-to-time through open market transactions, privately negotiated transactions, accelerated share repurchase (“ASR”) programs, or by combinations of such methods, any of which may use pre-arranged trading plans that are designed to meet the requirements of Rule 10b5-1(c) of the Securities Exchange Act of 1934. The timing of any repurchases and the actual number of shares repurchased will depend on a variety of factors, including the Company’s stock price, corporate and regulatory requirements, tax implications, restrictions under the Company’s debt obligations, other uses for capital, impacts on the value of remaining shares, and market and economic conditions. The ASR programs discussed below were designed to comply with Rule 10b5-1(c).

Effective January 1, 2023, the Company’s repurchase of common stock, adjusted for allowable items, are subject to a 1% excise tax as a result of the IRA. Excise taxes incurred on share repurchases of an entity’s own common stock are direct and incremental costs to purchase treasury stock, and accordingly are included in the total cost basis of the common stock acquired and reflected as a reduction of stockholders’ equity within “Treasury shares” in the Company’s Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Stockholders’ Deficit. Excise taxes do not reduce the Company’s remaining authorization for the repurchase of common stock.

During the three months ended September 30, 2023, the Company repurchased 2.0 million shares of common stock for $840 million through open market transactions at an average price per share of $422.39, of which $23 million was accrued within “Other accrued liabilities” in the Company’s Condensed Consolidated Balance Sheet for share repurchases that were executed in late September 2023 and settled in early October 2023. During the three months ended June 30, 2023, the Company repurchased 1.8 million shares of common stock for $673 million through open market transactions at an average price per share of $379.14. Excise taxes incurred of $8 million and $12 million for the three and six months ended September 30, 2023, respectively, were accrued within “Other accrued liabilities” in the Company’s Condensed Consolidated Balance Sheets for shares repurchased during the first half of fiscal 2024. As of March 31, 2023, the Company had $27 million accrued within “Other accrued liabilities” for share repurchases that were executed in late March 2023, which settled in early April 2023.

During the three months ended September 30, 2022, the Company repurchased 1.5 million shares of common stock for $524 million through open market transactions at an average price per share of $355.75. There were no open market share repurchases during the three months ended June 30, 2022.

In May 2022, the Company entered into an ASR program with a third-party financial institution to repurchase $1.0 billion shares of common stock. The total number of shares repurchased under this ASR program was 3.1 million shares at an average price per share of $321.05. The Company received 2.6 million shares as the initial share settlement, and in August 2022, the Company received an additional 0.5 million shares upon the completion of this ASR program.

In February 2022, the Company entered into an ASR program with a third-party financial institution to repurchase $1.5 billion shares of common stock. The total number of shares repurchased under this ASR program was 5.1 million shares at an average price per share of $295.16. The Company received 4.8 million shares as the initial share settlement in the fourth quarter of fiscal 2022, and in May 2022, the Company received an additional 0.3 million shares upon the completion of this ASR program.

In July 2023, the Board approved an increase of $6.0 billion in the authorization for repurchase of common stock. The total remaining authorization outstanding for repurchases of common stock at September 30, 2023 was $8.1 billion.

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McKESSON CORPORATION

FINANCIAL NOTES (CONTINUED)

(UNAUDITED)

Accumulated Other Comprehensive Loss

Information regarding changes in accumulated other comprehensive loss, including noncontrolling interests, by components for the three months ended September 30, 2023 and 2022 was as follows:

			Foreign Currency Translation Adjustments
(In millions)			Foreign Currency Translation Adjustments, Net of Tax (1)						Unrealized Gains (Losses) on Net Investment Hedges, Net of Tax						Unrealized Gains (Losses) on Cash Flow and Other Hedges, Net of Tax						Unrealized Gains (Losses) and Other Components of Benefit Plans, Net of Tax						Total Accumulated Other Comprehensive Loss
Balance, June 30, 2023			$	(780)					$	(29)					$	(29)					$	(10)					$	(848)
Other comprehensive income (loss) before reclassifications			(84)						20			⁽²⁾			25						1						(38)
Amounts reclassified to earnings and other			—						—						—						(1)						(1)
Other comprehensive income (loss)			(84)						20						25						—						(39)
Less: amounts attributable to noncontrolling interests			—						—						—						—						—
Other comprehensive income (loss) attributable to McKesson			(84)						20						25						—						(39)
Balance, September 30, 2023			$	(864)					$	(9)					$	(4)					$	(10)					$	(887)

(1)Primarily results from the conversion of non-U.S. dollar financial statements of the Company’s operations in Canada and Europe into the Company’s reporting currency, U.S. dollars.

(2)Amounts recorded for the three months ended September 30, 2023 include gains of $27 million related to net investment hedges from cross-currency swaps, which are net of income tax expense of $7 million.

			Foreign Currency Translation Adjustments
(In millions)			Foreign Currency Translation Adjustments, Net of Tax (1)						Unrealized Gains on Net Investment Hedges, Net of Tax						Unrealized Gains on Cash Flow and Other Hedges, Net of Tax						Unrealized Gains (Losses) and Other Components of Benefit Plans, Net of Tax						Total Accumulated Other Comprehensive Loss
Balance, June 30, 2022			$	(997)					$	38					$	45					$	(34)					$	(948)
Other comprehensive income (loss) before reclassifications			(280)						71			⁽²⁾			18						2						(189)
Amounts reclassified to earnings and other			17						—						—						—						17
Other comprehensive income (loss)			(263)						71						18						2						(172)
Less: amounts attributable to noncontrolling interests			(6)						—						—						—						(6)
Other comprehensive income (loss) attributable to McKesson			(257)						71						18						2						(166)
Balance, September 30, 2022			$	(1,254)					$	109					$	63					$	(32)					$	(1,114)

(1)Primarily results from the conversion of non-U.S. dollar financial statements of the Company’s operations in Canada and Europe into the Company’s reporting currency, U.S. dollars.

(2)Amounts recorded for the three months ended September 30, 2022 include gains of $75 million related to net investment hedges from Euro-denominated notes and gains of $21 million related to net investment hedges from cross-currency swaps. These amounts are net of income tax expense of $25 million.

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McKESSON CORPORATION

FINANCIAL NOTES (CONTINUED)

(UNAUDITED)

Information regarding changes in accumulated other comprehensive loss, including noncontrolling interests, by components for the six months ended September 30, 2023 and 2022 was as follows:

			Foreign Currency Translation Adjustments
(In millions)			Foreign Currency Translation Adjustments, Net of Tax (1)						Unrealized Gains (Losses) on Net Investment Hedges, Net of Tax						Unrealized Gains (Losses) on Cash Flow and Other Hedges, Net of Tax						Unrealized Losses and Other Components of Benefit Plans, Net of Tax						Total Accumulated Other Comprehensive Loss
Balance, March 31, 2023			$	(847)					$	(14)					$	(36)					$	(8)					$	(905)
Other comprehensive income (loss) before reclassifications			(17)						5			⁽²⁾			32						(1)						19
Amounts reclassified to earnings and other			—						—						—						(1)						(1)
Other comprehensive income (loss)			(17)						5						32						(2)						18
Less: amounts attributable to noncontrolling interests			—						—						—						—						—
Other comprehensive income (loss) attributable to McKesson			(17)						5						32						(2)						18
Balance, September 30, 2023			$	(864)					$	(9)					$	(4)					$	(10)					$	(887)

(1)Primarily results from the conversion of non-U.S. dollar financial statements of the Company’s operations in Canada and Europe into the Company’s reporting currency, U.S. dollars.

(2)Amounts recorded for the six months ended September 30, 2023 include gains of $7 million related to net investment hedges from cross-currency swaps, which are net of income tax expense of $2 million.

			Foreign Currency Translation Adjustments
(In millions)			Foreign Currency Translation Adjustments, Net of Tax (1)						Unrealized Gains (Losses) on Net Investment Hedges, Net of Tax						Unrealized Gains on Cash Flow and Other Hedges, Net of Tax						Unrealized Gains (Losses) and Other Components of Benefit Plans, Net of Tax						Total Accumulated Other Comprehensive Loss
Balance, March 31, 2022			$	(1,504)					$	10					$	27					$	(67)					$	(1,534)
Other comprehensive income (loss) before reclassifications			(456)						116			⁽²⁾			36						14						(290)
Amounts reclassified to earnings and other (3)			747						(17)						—						24						754
Other comprehensive income			291						99						36						38						464
Less: amounts attributable to noncontrolling interests			41						—						—						3						44
Other comprehensive income attributable to McKesson			250						99						36						35						420
Balance, September 30, 2022			$	(1,254)					$	109					$	63					$	(32)					$	(1,114)

(1)Primarily results from the conversion of non-U.S. dollar financial statements of the Company’s operations in Canada and Europe into the Company’s reporting currency, U.S. dollars.

(2)Amounts recorded for the six months ended September 30, 2022 include gains of $139 million related to net investment hedges from Euro-denominated notes and gains of $33 million related to net investment hedges from cross-currency swaps. These amounts are net of income tax expense of $56 million.

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McKESSON CORPORATION

FINANCIAL NOTES (CONTINUED)

(UNAUDITED)

(3)Primarily included adjustments for amounts related to the sale of the U.K. disposal group, as discussed in more detail in Financial Note 2, “Business Acquisitions and Divestitures.” These amounts were included in the fiscal 2022 calculation of charges to remeasure the assets and liabilities held for sale to fair value less costs to sell recorded within “Selling, distribution, general, and administrative expenses” in the Consolidated Statements of Operations.

12. Segments of Business

The Company reports its financial results in four reportable segments: U.S. Pharmaceutical, RxTS, Medical-Surgical Solutions, and International. The organizational structure also includes Corporate, which consists of income and expenses associated with administrative functions and projects, and the results of certain investments. The factors for determining the reportable segments include the manner in which management evaluates the performance of the Company combined with the nature of the individual business activities. The Company evaluates the performance of its operating segments on a number of measures, including revenues and operating profit (loss) before interest expense and income taxes. Assets by operating segment are not reviewed by management for the purpose of assessing performance or allocating resources.

The U.S. Pharmaceutical segment distributes branded, generic, specialty, biosimilar and over-the-counter pharmaceutical drugs, and other healthcare-related products in the U.S. This segment provides practice management, technology, clinical support, and business solutions to community-based oncology and other specialty practices. In addition, the segment sells financial, operational, and clinical solutions to pharmacies (retail, hospital, alternate sites) and provides consulting, outsourcing, technological, and other services.

The RxTS segment helps solve medication access, affordability, and adherence challenges for patients by working across healthcare to connect patients, pharmacies, providers, pharmacy benefit managers, health plans, and biopharma companies. RxTS serves our biopharma and life sciences partners, delivering innovative solutions that help people get the medicine they need to live healthier lives. RxTS also offers prescription price transparency, benefit insight, dispensing support services, third-party logistics, and wholesale distribution support across various therapeutic categories and temperature ranges to biopharma customers throughout the product lifecycle.

The Medical-Surgical Solutions segment provides medical-surgical supply distribution, logistics, and other services to healthcare providers, including physician offices, surgery centers, nursing homes, hospital reference labs, and home health care agencies. This segment offers national brand medical-surgical products as well as McKesson’s own line of high-quality products through a network of distribution centers in the U.S.

The International segment includes the Company’s operations in Canada and Europe, bringing together non-U.S.-based drug distribution services, specialty pharmacy, retail, and infusion care services. The Company’s Canadian operations deliver medicines, supplies, and information technology solutions throughout Canada and includes Rexall Health retail pharmacies. The Company completed the divestitures of the U.K. disposal group in April 2022 and the E.U. disposal group in October 2022, as discussed in Financial Note 2, “Business Acquisitions and Divestitures.” The Company’s remaining operations in Europe provide distribution and services to wholesale, institutional, and retail customers in Norway where it owns, partners, or franchises with retail pharmacies.

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McKESSON CORPORATION

FINANCIAL NOTES (CONTINUED)

(UNAUDITED)

Financial information relating to the Company’s reportable operating segments and reconciliations to the condensed consolidated totals was as follows:

			Three Months Ended September 30,												Six Months Ended September 30,
(In millions)			2023						2022						2023						2022
Segment revenues (1)
U.S. Pharmaceutical			$	69,766					$	60,059					$	136,926					$	117,006
Prescription Technology Solutions			1,140						1,018						2,384						2,084
Medical-Surgical Solutions			2,834						2,843						5,445						5,435
International			3,475						6,237						6,943						12,786
Total revenues			$	77,215					$	70,157					$	151,698					$	137,311
Segment operating profit (loss) (2)
U.S. Pharmaceutical (3)			$	593					$	896					$	1,420					$	1,592
Prescription Technology Solutions (4)			238						120						469						264
Medical-Surgical Solutions			244						299						471						555
International (5)			66						(37)						123						(43)
Subtotal			1,141						1,278						2,483						2,368
Corporate expenses, net (6)			(164)						21						(368)						(18)
Interest expense			(61)						(55)						(108)						(100)
Income from continuing operations before income taxes			$	916					$	1,244					$	2,007					$	2,250

(1)Revenues from services on a disaggregated basis represent approximately 1% of the U.S. Pharmaceutical segment’s total revenues, less than 40% of the RxTS segment’s total revenues, less than 2% of the Medical-Surgical Solutions segment’s total revenues, and less than 1% of the International segment’s total revenues. The International segment reflects foreign revenues. Revenues for the remaining three reportable segments are derived in the U.S.

(2)Segment operating profit (loss) includes gross profit, net of total operating expenses, as well as other income, net, for the Company’s reportable segments.

(3)The Company’s U.S. Pharmaceutical segment’s operating profit includes the following:

• a provision for bad debts of $210 million for the three and six months ended September 30, 2023 related to the bankruptcy of Rite Aid (as defined below) in October 2023, as discussed in more detail in Financial Note 13, “Subsequent Events;”

• cash receipts for the Company’s share of antitrust legal settlements of $79 million and $197 million for the three and six months ended September 30, 2023, respectively;

• a charge of $55 million and a credit of $23 million related to the last-in, first-out (“LIFO”) method of accounting for inventories for the three months ended September 30, 2023 and 2022, respectively, and a charge of $87 million and a credit of $36 million for the six months ended September 30, 2023 and 2022, respectively; and

• a gain of $142 million for the three and six months ended September 30, 2022 related to the exit of one of the Company’s investments in equity securities in July 2022 for proceeds of $179 million, which is reflected within “Other income, net” in the Company’s Condensed Consolidated Statements of Operations.

(4)The Company’s RxTS segment’s operating profit for the three and six months ended September 30, 2023 includes fair value adjustment gains of $48 million and $76 million, respectively, which reduced the Company’s contingent consideration liability related to the RxSS acquisition, as discussed in more detail in Financial Note 2, “Business Acquisitions and Divestitures.”

(5)The Company’s International segment’s operating loss for the three and six months ended September 30, 2022 includes charges of $143 million and $237 million, respectively, to remeasure the assets and liabilities of the E.U. disposal group to fair value less costs to sell, as discussed in more detail in Financial Note 2, “Business Acquisitions and Divestitures.”

(6)Corporate expenses, net includes the following:

• restructuring charges of $46 million for the six months ended September 30, 2023 for restructuring initiatives as discussed in more detail in Financial Note 3, “Restructuring, Impairment, and Related Charges, Net;” and

• gains of $166 million and $272 million for the three and six months ended September 30, 2022, respectively, primarily related to the effect of accumulated other comprehensive loss components from the E.U. disposal group, as discussed in more detail in Financial Note 2, “Business Acquisitions and Divestitures.”

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McKESSON CORPORATION

FINANCIAL NOTES (CONCLUDED)

(UNAUDITED)

13. Subsequent Events

In October 2023, the Company’s 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, the Company recognized a provision for bad debts of $210 million during the three and six months ended September 30, 2023. This charge represents the remaining uncollected trade accounts receivable balance as of September 30, 2023 due from Rite Aid. This charge was recognized within “Selling, distribution, general, and administrative expenses” in the Company’s Condensed Consolidated Statements of Operations and included within the U.S. Pharmaceutical segment.

The Company also anticipates recognizing a provision for bad debts of $511 million in the third quarter of fiscal 2024 for trade accounts receivable that the Company recognized from sales to Rite Aid in October 2023 before its bankruptcy petition.

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McKESSON CORPORATION

FINANCIAL REVIEW

(UNAUDITED)