MCK 10-K Annual Report March 31, 2024 | Alphaminr
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MCK 10-K Fiscal year ended March 31, 2024

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MCKESSON CORP
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For 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 Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement ScheduleItem 16. Form 10-k Summary

Exhibits

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 April 26, 2023. 8-K 1-13252 3.1 April 28, 2023 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 March 10, 2014, and related Form of 2024 Note, and Form of 2044 Note. 8-K 1-13252 4.2 March 10, 2014 4.7 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 4.8 Officers Certificate, dated as of February 12, 2018, and related Form of 2026 Euro Note. 8-K 1-13252 4.1 February 13, 2018 4.9 Officers Certificate, dated as of February 16, 2018, and related Form of 2028 Note. 8-K 1-13252 4.1 February 21, 2018 4.10 Officers Certificate, dated as of November30, 2018, and Form of 2029 Note. 8-K 1-13252 4.1 November 30, 2018 4.11 Officers Certificate, dated as of December3, 2020, and related Form of 2025 Note. 8-K 1-13252 4.1 December 3, 2020 4.12 Officers Certificate, dated as of August 12, 2021, and related Form of 2026 Note. 8-K 1-13252 4.1 August 12, 2021 4.13 Indenture, dated as of February 15, 2023, by and between the Company, as issuer, and U.S. Bank Trust Company, National Association, as trustee. 8-K 1-13252 4.1 February 15, 2023 4.14 Officers Certificate, dated as of February 15, 2023, and related Form of 2026 Note. 8-K 1-13252 4.2 February 15, 2023 4.15 Officers Certificate, dated as of June 15, 2023, and related Form of 2028 Note and Form of 2033 Note. 8-K 1-13252 4.1 June 16, 2023 4.16 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-K 1-13252 10.6 May 9, 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-K 1-13252 10.8 May 9, 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-K 1-13252 10.9 May 9, 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-K 1-13252 10.13 May 9, 2022 10.14* McKesson Corporation 2022 Stock Plan, effective July 22, 2022. S-8 333-266356 10.1 July 27, 2022 10.15* Forms of Statement of Terms and Conditions and Grant Notices Applicable to Awards Pursuant to the McKesson Corporation 2022 Stock Plan. 10-Q 1-13252 10.2 August 3, 2022 10.16* Form of Director and Officer Indemnification Agreement. 10-K 1-13252 10.27 May 4, 2010 10.17 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 10.18 Distributor Settlement Agreement related to opioids claims, entered into on February 25, 2022, among the Settling States, the Settling Distributors, and the Participating Subdivisions (as defined therein). 8-K/A 1-6671 10.1 May 3, 2022 10.19 Credit Agreement, dated as of November 7, 2022, among the Company, as borrower, the lenders party thereto, the letter of credit issuers party thereto, Bank of America, N.A., as administrative agent, and the other parties thereto. 8-K 1-13252 10.1 November 7, 2022 10.20* Form of Statement of Terms and Conditions Applicable to Awards Pursuant to the McKesson Corporation Management Incentive Plan, effective October 23, 2023. 10-Q 1-13252 10.2 November 2, 2023 10.21 Extension Notice Acknowledgement to Credit Agreement, dated as of November 7, 2022, among the Company, as borrower, the lenders party thereto, the letter of credit issuers party thereto, Bank of America, N.A., as administrative agent, and the other parties thereto. 8-K 1-13252 10.1 November 7, 2023 10.22* Forms of Statement of Terms and Conditions and Grant Notices Applicable to Awards Pursuant to the McKesson Corporation 2022 Stock Plan, effective April 23, 2024. 19.1 Insider Trading Policy and Procedure applicable to all directors, officers, and employees. 19.2 Designated Insider Trading Policy and Procedure applicable to all directors and officers, and certain specified employees. 19.3 Section 16 Insider Policy and Procedure applicable to all directors and officers. 19.4 Pre-Arranged Trading Plan Policy and Procedure applicable to all directors, officers, and employees. 19.5 Share Repurchase and Sale Policy applicable to the Company. 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 1934and 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 1934and 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. 97 McKesson CorporationFinancial Restatement Compensation Recoupment Policy, effective October 2, 2023.