Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended December 31, 2023


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

For the transition period from to

Commission File Number: 1-13252

McKESSON CORPORATION

(Exact name of registrant as specified in its charter)


Delaware						94-3207296
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

6555 State Hwy 161,

Irving, TX 75039

(Address of principal executive offices, including zip code)

(972) 446-4800

(Registrant’s telephone number, including area code)

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


(Title of each class)	(Trading Symbol)	(Name of each exchange on which registered)
Common stock, $0.01 par value	MCK	New York Stock Exchange
1.500% Notes due 2025	MCK25	New York Stock Exchange
1.625% Notes due 2026	MCK26	New York Stock Exchange
3.125% Notes due 2029	MCK29	New York Stock Exchange

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

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

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


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

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 131,408,286 shares of the issuer’s common stock were outstanding as of December 31, 2023.

Table of Contents

McKESSON CORPORATION

TABLE OF CONTENTS


Item		Page

	PART I—FINANCIAL INFORMATION

1	Condensed Consolidated Financial Statements

	Condensed Consolidated Statements of Operations for the t hree and nine mo nths ended December 31, 2023 and 2022	3

	Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended December 31, 2023 and 2022	4

	Condensed Consolidated Balance Sheets as of December 31, 2023 and March 31, 2023	5

	Condensed Consolidated Statements of Stockholders’ Deficit for the three and nine months ended December 31, 2023 and 2022	6

	Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2023 and 2022	8

	Financial Notes	9

	Note 1 - Significant Accounting Policies	9

	Note 2 - Business Acquisitions and Divestitures	11

	Note 3 - Restructuring, Impairment, and Related Charges, Net	14

	Note 4 - Income Taxes	16

	Note 5 - Earnings (Loss) Per Common Share	17

	Note 6 - Goodwill and Intangible Assets, Net	18

	Note 7 - Debt and Financing Activities	19

	Note 8 - Hedging Activities	21

	Note 9 - Fair Value Measurements	25

	Note 10 - Commitments and Contingent Liabilities	27

	Note 11 - Stockholders’ Deficit	30

	Note 12 - Segments of Business	33

2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36

3	Quantitative and Qualitative Disclosures About Market Risk	53

4	Controls and Procedures	53

	PART II—OTHER INFORMATION

1	Legal Proceedings	54

1A	Risk Factors	54

2	Unregistered Sales of Equity Securities and Use of Proceeds	54

3	Defaults Upon Senior Securities	55

4	Mine Safety Disclosures	55

5	Other Information	55

6	Exhibits	56

	Signatures	57

Table of Contents

McKESSON CORPORATION

PART I—FINANCIAL INFORMATION

Next: Item 1. Condensed Consolidated Financial Statements.