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Cover and table of contents

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2024

OR

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

For the transition period from to

Commission File Number: 1-13252

mckessonlogoa01.jpg

McKESSON CORPORATION

(Exact name of registrant as specified in its charter)

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

6555 State Hwy 161,

Irving, TX 75039

(Address of principal executive offices, including zip code)

(972) 446-4800

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 129,676,762 shares of the issuer’s common stock were outstanding as of June 30, 2024.

Table of Contents

McKESSON CORPORATION

TABLE OF CONTENTS

ItemPage
PART I—FINANCIAL INFORMATION
1Condensed Consolidated Financial Statements
Condensed Consolidated Statements of Operations for the three months ended June 30, 2024 and 20233
Condensed Consolidated Statements of Comprehensive Income for the three months ended June 30, 2024 and 20234
Condensed Consolidated Balance Sheets as of June 30, 2024 and March 31, 20245
Condensed Consolidated Statements of Stockholders’ Deficit for the three months ended June 30, 2024 and 20236
Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2024 and 20237
Financial Notes8
Note 1 - Significant Accounting Policies8
Note 2 - Restructuring, Impairment, and Related Charges, Net9
Note 3 - Income Taxes11
Note 4 - Earnings Per Common Share12
Note 5 - Goodwill and Intangible Assets, Net13
Note 6 - Debt and Financing Activities14
Note 7 - Hedging Activities16
Note 8 - Fair Value Measurements19
Note 9 - Commitments and Contingent Liabilities21
Note 10 - Stockholders’ Deficit24
Note 11 - Segments of Business26
2Management’s Discussion and Analysis of Financial Condition and Results of Operations29
3Quantitative and Qualitative Disclosures About Market Risk41
4Controls and Procedures41
PART II—OTHER INFORMATION
1Legal Proceedings42
1ARisk Factors42
2Unregistered Sales of Equity Securities and Use of Proceeds42
3Defaults Upon Senior Securities43
4Mine Safety Disclosures43
5Other Information43
6Exhibits44
Signatures45

Table of Contents

McKESSON CORPORATION

PART I—FINANCIAL INFORMATION

Next: Item 1. Condensed Consolidated Financial Statements.