MCK 10-K Annual Report March 31, 2018 | Alphaminr
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MCK 10-K Fiscal year ended March 31, 2018

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MCKESSON CORP
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For The Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement Schedule

Exhibits

2.2 Amendment No.1 to Agreement Contribution and Sale, dated as of March1, 2017, by and among by and among Change Healthcare LLC, Change Healthcare Intermediate Holdings, LLC, Change Healthcare Holdings, LLC, HCIT Holdings, Inc., Change Healthcare, Inc., a Delaware corporation, for itself and in its capacity as Echo Representative, certain affiliates of The Blackstone Group, L.P., certain affiliates of Hellman& Friedman LLC, and McKesson Corporation, a Delaware corporation. 8-K 1-13252 2.1 March 7, 2017 3.1 Amended and Restated Certificate of Incorporation of the Company, as filed with the Delaware Secretary of State on July 27, 2011. 8-K 1-13252 3.1 August 2, 2011 3.2 Amended and Restated By-Laws of the Company, as amended July 29, 2015. 8-K 1-13252 3.1 July 31, 2015 4.2 Officers Certificate, dated as of March 11, 1997, and related Form of 2027 Note. S-4 333-30899 4.2 July 8, 1997 4.3 Indenture, dated as of March 5, 2007, by and between the Company, as issuer, and The Bank of New York Trust Company, N.A., as trustee. 8-K 1-13252 4.1 March 5, 2007 4.4 Officers Certificate, dated as of March 5, 2007, and related Form of 2017 Note. 8-K 1-13252 4.2 March 5, 2007 4.5 Officers Certificate, dated as of February 12, 2009, and related Form of 2014 Note and Form of 2019 Note. 8-K 1-13252 4.2 February 12, 2009 4.6 First Supplemental Indenture, dated as of February28, 2011, to the Indenture, dated as of March 5, 2007, among the Company, as issuer, the Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), and Wells Fargo Bank, National Association, as trustee, and related Form of 2016 Note, Form of 2021 Note and Form of 2041 Note. 8-K 1-13252 4.2 February 28, 2011 4.7 Indenture, dated as of December 4, 2012, by and between the Company, as issuer, and Wells Fargo Bank, National Association, as trustee. 8-K 1-13252 4.1 December 4, 2012 4.8 Officers Certificate, dated as of December 4, 2012, and related Form of 2015 Note and Form of 2022 Note. 8-K 1-13252 4.2 December 4, 2012 4.9 Officers Certificate, dated as of March 8, 2013, and related Form of 2018 Note and Form of 2023 Note. 8-K 1-13252 4.2 March 8, 2013 4.10 Officers Certificate, dated as of March 10, 2014, and related Form of Floating Rate Note, Form of 2017 Note, Form of 2019 Note, Form of 2024 Note, and Form of 2044 Note. 8-K 1-13252 4.2 March 10, 2014 4.11 Officers Certificate, dated as of February 17, 2017, with respect to the Notes, and related Form of 2021 Euro Note, Form of 2025 Euro Note, and Form of 2029 Sterling Note. 8-K 1-13252 4.1 February 17, 2017 4.12 Officers Certificate, dated as of February 12, 2018, with respect to the Euro Notes, and related Form of Floating Rate Note and Form of Fixed Rate Note. 8-K 1-13252 4.1 February 13, 2018 4.13 Officers Certificate, dated as of February 16, 2018, with respect to the Notes, and related Form of Note. 8-K 1-13252 4.1 February 21, 2018 10.1* McKesson Corporation 1997 Non-Employee DirectorsEquity Compensation and Deferral Plan, as amended through January 29, 2003. 10-K 1-13252 10.4 June 10, 2004 10.3* McKesson Corporation Supplemental Profit Sharing Investment Plan II, as amended and restated on July 29, 2014. 10-Q 1-13252 10.1 October 28, 2014 10.4* McKesson Corporation Deferred Compensation Administration Plan, as amended and restated as of October 28, 2004. 10-K 1-13252 10.6 May 13, 2005 10.5* McKesson Corporation Deferred Compensation Administration Plan II, as amended and restated as of October 28, 2004, and Amendment No. 1 thereto effective July 25, 2007. 10-K 1-13252 10.7 May 7, 2008 10.6* McKesson Corporation Deferred Compensation Administration Plan III, as amended and restated July 29, 2014. 10-Q 1-13252 10.2 October 28, 2014 10.7* McKesson Corporation Executive Benefit Retirement Plan, as amended and restated on October 24, 2008. 10-Q 1-13252 10.3 October 29, 2008 10.8* McKesson Corporation Executive Survivor Benefits Plan,as amended and restated as of January 20, 2010. 8-K 1-13252 10.1 January 25, 2010 10.9* McKesson Corporation Severance Policy for Executive Employees, as amended and restated as of April 23, 2013. 10-K 1-13252 10.11 May 7, 2013 10.10* McKesson Corporation Change in Control Policy for Selected Executive Employees, as amended and restated on October 26, 2010. 10-Q 1-13252 10.2 February 1, 2011 10.11* McKesson Corporation Management Incentive Plan, effective July 29, 2015. 8-K 1-13252 10.1 July 31, 2015 10.12* Form of Statement of Terms and Conditions Applicable to Awards Pursuant to the McKesson Corporation Management Incentive Plan, effective May 26, 2015. 10-Q 1-13252 10.1 July 29, 2015 10.13* McKesson Corporation Long-Term Incentive Plan, as amended and restated, effective May 26, 2015. 10-Q 1-13252 10.2 July 29, 2015 10.14* Forms of Statement of Terms and Conditions Applicable to Awards Pursuant to the McKesson Corporation Long-Term Incentive Plan, effective May 24, 2016. 10-K 1-13252 10.14 May 5, 2016 10.15* McKesson Corporation 2005 Stock Plan, as amended and restated on July 28, 2010. 10-Q 1-13252 10.4 July 30, 2010 10.16* Forms of (i) Statement of Terms and Conditions, (ii) Stock Option Grant Notice and (iii), Restricted Stock Unit Agreement, each as applicable to Awards under the McKesson Corporation 2005 Stock Plan. 10-Q 1-13252 10.2 July 26, 2012 10.17* McKesson Corporation 2013 Stock Plan, as adopted on May 22, 2013. 8-K 1-13252 10.1 August 2, 2013 10.18* Forms of Statement of Terms and Conditions Applicable to Awards Pursuant to the McKesson Corporation 2013 Stock Plan. 10-K 1-13252 10.18 May 5, 2016 10.19 Third Amended and Restated Limited Liability Company Agreement of Change Healthcare LLC, dated as of March1, 2017. 8-K 1-13252 10.1 March 7, 2017 10.20 Form of Commercial Paper Dealer Agreement between McKesson Corporation, as Issuer, and the Dealer. 10-K 1-13252 10.19 May 5, 2016 10.21 Credit Agreement, dated as of October 22, 2015, among the Company and Certain Subsidiaries, as Borrowers, Bank of America, N.A. as Administrative Agent, Bank of America, N.A. (acting through its Canada Branch), Citibank, N.A. and Barclays Bank PLC, as Swing Line Lenders, Wells Fargo Bank, National Association as L/C Issuer, Barclays Bank PLC, Citibank N.A., Wells Fargo Bank, National Association as Co-Syndication Agents, Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd. as Co-Documentation Agents, and The Other Lenders Party Thereto, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Bank PLC, Citigroup Global Markets Inc., Goldman Sachs Bank USA, J.P. Morgan Securities, LLC, The Bank of TokyoMitsubishi UFJ, Ltd. and Wells Fargo Securities, LLC as Joint Lead Arrangers and Joint Book Runners. 8-K 1-13252 10.1 October 23, 2015 10.22 Amendment No. 2, dated January 30, 2014, and Amendment No. 1, dated November 15, 2013, to the Credit Agreement and the Credit Agreement dated as of September 23, 2011, among the Company and McKesson Canada Corporation, collectively, the Borrowers, Bank of America, N.A. as Administrative Agent, Bank of America, N.A. (acting through its Canada branch), as Canadian Administrative Agent, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as Co-Syndication Agents, Wells Fargo Bank, National Association as L/C Issuer, The Bank of Tokyo-Mitsubishi UFJ, LTD., The Bank of Nova Scotia and U.S. Bank National Association as Co-Documentation Agents, and The Other Lenders Party Thereto, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Sole Lead Arranger and Sole Book Manager. 8-K 1-3252 10.1 February 5, 2014 10.23* Amended and Restated Employment Agreement, effective as of November 1, 2008, by and between the Company and its Chairman, President and Chief Executive Officer. 10-Q 1-13252 10.10 October 29, 2008 10.24* Letter dated March 27, 2012 relinquishing certain rights provided in the Amended and Restated Employment Agreement by and between the Company and its Chairman, President and Chief Executive Officer. 8-K 1-13252 10.1 April 2, 2012 10.25* Letter dated February 27, 2014 relinquishing certain rights provided in the McKesson Corporation Executive Benefit Retirement Plan by and between the Company and its Chairman, President and Chief Executive Officer. 8-K 1-13252 10.1 February 28, 2014 10.26* Amended and Restated Employment Agreement, effective as of November 1, 2008, by and between the Company and its Executive Vice President and Group President. 10-Q 1-13252 10.12 October 29, 2008 10.27* Form of Director and Officer Indemnification Agreement. 10-K 1-13252 10.27 May 4, 2010 12 Computation of Ratio of Earnings to Fixed Charges. 21 List of Subsidiaries of the Registrant. 23 Consent of Independent Registered Public Accounting Firm, Deloitte & Touche LLP. 24 Power of Attorney. 31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, and adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934 as amended, and adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32 Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.