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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 September 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. 126,940,097 shares of the issuer’s common stock were outstanding as of September 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 and six months ended September 30, 2024 and 20233
Condensed Consolidated Statements of Comprehensive Income for the three and six months ended September 30, 2024 and 20234
Condensed Consolidated Balance Sheets as of September 30, 2024 and March 31, 20245
Condensed Consolidated Statements of Stockholders’ Deficit for the three and six months ended September 30, 2024 and 20236
Condensed Consolidated Statements of Cash Flows for the six months ended September 30, 2024 and 20238
Financial Notes9
Note 1 - Significant Accounting Policies9
Note 2 - Held for Sale11
Note 3 - Restructuring, Impairment, and Related Charges, Net13
Note 4 - Income Taxes15
Note 5 - Earnings Per Common Share17
Note 6 - Goodwill and Intangible Assets, Net18
Note 7 - Debt and Financing Activities19
Note 8 - Hedging Activities21
Note 9 - Fair Value Measurements22
Note 10 - Commitments and Contingent Liabilities24
Note 11 - Stockholders’ Deficit28
Note 12 - Segments of Business32
2Management’s Discussion and Analysis of Financial Condition and Results of Operations35
3Quantitative and Qualitative Disclosures About Market Risk52
4Controls and Procedures53
PART II—OTHER INFORMATION
1Legal Proceedings53
1ARisk Factors53
2Unregistered Sales of Equity Securities and Use of Proceeds53
3Defaults Upon Senior Securities54
4Mine Safety Disclosures54
5Other Information54
6Exhibits56
Signatures57

Table of Contents

McKESSON CORPORATION

PART I—FINANCIAL INFORMATION

Next: Item 1. Condensed Consolidated Financial Statements.