MCK 10-K Annual Report March 31, 2022 | Alphaminr
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MCK 10-K Fiscal year ended March 31, 2022

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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. ReservedItem 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 InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart 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 ScheduleItem 16. Form 10-k Summary

Exhibits

2.1 Agreement of Contribution and Sale, dated as of June 28, 2016, by and among McKesson Corporation, PF2 NewCo LLC, PF2 NewCo Intermediate Holdings, LLC, PF2 NewCo Holdings, LLC, HCIT Holdings, Inc., Change Healthcare, Inc., Change Aggregator L.P. and H&F Echo Holdings, L.P. 8-K 1-13252 2.1 July 5, 2016 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 2.3 Separation and Distribution Agreement by and between McKesson Corporation, PF2 SpinCo, Inc., Change Healthcare Inc., Change Healthcare LLC, Change Healthcare Intermediate Holdings, LLC and Change Healthcare Holdings, LLC (including form of Tax Matters Agreement) 8-K 1-13252 2.1 February 10, 2020 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 March 11, 2020 8-K 1-13252 3.1 March 13, 2020 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 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 2021 Note and Form of 2041 Note. 8-K 1-13252 4.2 February 28, 2011 4.5 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 4.6 Officers Certificate, dated as of December 4, 2012, and related Form of 2022 Note. 8-K 1-13252 4.2 December 4, 2012 4.7 Officers Certificate, dated as of March 8, 2013, and related Form of 2023 Note. 8-K 1-13252 4.2 March 8, 2013 4.8 Officers Certificate, dated as of March 10, 2014, and related Form of 2024 Note, and Form of 2044 Note. 8-K 1-13252 4.2 March 10, 2014 4.9 Officers Certificate, dated as of February 17, 2017, 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 4.10 Officers Certificate, dated as of February 12, 2018, and related Form of 2026 Euro Note. 8-K 1-13252 4.1 February 13, 2018 4.11 Officers Certificate, dated as of February 16, 2018, and related Form of 2028 Note. 8-K 1-13252 4.1 February 21, 2018 4.12 Officers Certificate, dated as of November30, 2018, and Form of 2029 Note. 8-K 1-13252 4.1 November 30, 2018 4.13 Officers Certificate, dated as of December3, 2020, and related Form of 2025 Note. 8-K 1-13252 4.1 December 3, 2020 4.14 Officers Certificate, dated as of August 12, 2021, and related Form of 2026 Note. 8-K 1-13252 4.1 August 12, 2021 4.15 Description of the Companys Securities. 10.2* McKesson Corporation Supplemental Retirement Savings Plan, as amended and restated effective July 30, 2019. 10-Q 1-13252 10.2 October 30, 2019 10.3* 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 10.4* McKesson Corporation Deferred Compensation Administration Plan III, as amended and restated effective July 30, 2019. 10-Q 1-13252 10.1 October 30, 2019 10.5* McKesson Corporation Executive Survivor Benefits Plan, as amended and restated as of January 20, 2010. 8-K 1-13252 10.1 January 25, 2010 10.6* McKesson Corporation Severance Policy for Executive Employees, as amended and restated April 26, 2022. 10.7* McKesson Corporation Change in Control Policy for Selected Executive Employees, as amended and restated effective January 28, 2020. 10-K 1-13252 10.8 May 22, 2020 10.8* McKesson Corporation Management Incentive Plan, as amended and restated April 26, 2022. 10.9* Form of Statement of Terms and Conditions Applicable to Awards Pursuant to the McKesson Corporation Management Incentive Plan, effective April 26, 2022. 10.10* McKesson Corporation 2005 Stock Plan, as amended and restated on July 28, 2010. 10-Q 1-13252 10.4 July 30, 2010 10.11* 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 10.12* McKesson Corporation 2013 Stock Plan, effective July 31, 2013. 8-K 1-13252 10.1 August 2, 2013 10.13* Forms of Statement of Terms and Conditions and Grant Notices Applicable to Awards Pursuant to the McKesson Corporation 2013 Stock Plan. 10.14 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 10.15 Form of Commercial Paper Dealer Agreement between McKesson Corporation, as Issuer, and the Dealer. 10-K 1-13252 10.19 May 5, 2016 10.16 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 Tokyo-Mitsubishi UFJ, Ltd. and Wells Fargo Securities, LLC as Joint Lead Arrangers and Joint Book Runners. 8-K 1-13252 10.1 October 23, 2015 10.17 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 10.18 Credit Agreement dated as of September 25, 2019, among the Company and certain subsidiaries, as borrowers, Bank of America, N.A., as administrative agent, Barclays Bank PLC, Citibank, N.A., Wells Fargo Bank, National Association, Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A., and HSBC Securities (USA) Inc., as co-syndication agents, the lenders party thereto, the letter of credit issuers party thereto ("2020 Credit Facility"). 8-K 1-13252 10.1 September 27, 2019 Amendment No. 1, dated February 1, 2021, to the2020 Credit Facility. 8-K 1-13252 10.1 April 2, 2021 Amendment No. 2, dated March 31, 2021, to the2020 Credit Facility. 8-K 1-13252 10.2 April 2, 2021 10.19* Form of Director and Officer Indemnification Agreement. 10-K 1-13252 10.27 May 4, 2010 10.20 Tax Matters Agreement, by and between McKesson Corporation, PF2 SpinCo, Inc., Change Healthcare Inc., Change Healthcare LLC and Change Healthcare Holdings, LLC dated as of March 9, 2020 8-K 1-13252 10.1 March 13, 2020 10.21 Distributor Settlement Agreementrelated to opioids claims,entered into on February25, 2022,among the Settling States, the SettlingDistributors, and the Participating Subdivisions (as defined therein). 8-K/A 1-6671 10.1 May 3, 2022 21 List of Significant Subsidiaries of the Registrant. 23 Consent of Independent Registered Public Accounting Firm, Deloitte & Touche LLP. 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.