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MCKESSON CORP

For the period ended Sep 30, 2026. Filed Nov 4, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 4, 2026

MCK$1,060.84-1.0%Stored close · as of Nov 6, 2026

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Financial Notes

  1. Significant Accounting Policies

Nature of Operations: McKesson Corporation together with its subsidiaries (collectively, the “Company” or “McKesson”) is a diversified healthcare services leader dedicated to advancing health outcomes for patients everywhere. McKesson partners with biopharma companies, care providers, pharmacies, manufacturers, governments, and others to deliver insights, products, and services to help make quality care more accessible and affordable. The Company reports its financial results infour reportable segments: North American Pharmaceutical, Oncology & Multispecialty, Prescription Technology Solutions, and Medical-Surgical Solutions. The Company’s former Norwegian operations were included in Other until its divestiture on January 30, 2026. The organizational structure also includes Corporate, which consists of income and expenses associated with administrative functions and projects, and the results of certain investments. Refer to Financial Note 13, “Segments of Business,” for additional information.

Basis of Presentation: The condensed consolidated financial statements and accompanying notes are prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) for interim financial reporting and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and therefore do not include all information and disclosures normally included in the annual consolidated financial statements.

The condensed consolidated financial statements of McKesson include the financial statements of all majority-owned or controlled companies. For those consolidated subsidiaries where the Company’s ownership is less than 100%, the portion of the net income or loss allocable to the noncontrolling interests is reported as “Net income attributable to noncontrolling interests” in the Condensed Consolidated Statements of Operations. All significant intercompany balances and transactions have been eliminated in consolidation, including the intercompany portion of transactions with equity method investees.

The Company considers itself to control an entity if it is the majority owner of or has voting control over such entity. The Company also assesses control through means other than voting rights and determines which business entity is the primary beneficiary of the variable interest entity (“VIE”). The Company consolidates VIEs when it is determined that it is the primary beneficiary of the VIE. Investments in business entities in which the Company does not have control, but instead has the ability to exercise significant influence over operating and financial policies, are accounted for using the equity method.

Fiscal Period: The Company’s fiscal year begins on April 1 and ends on March 31. Unless otherwise noted, all references to a particular year means the Company’s fiscal year.

Reclassifications: Certain prior period amounts have been reclassified to conform to the current year presentation.

Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of these financial statements and income and expenses during the reporting period. Actual amounts could differ from those estimated amounts. In the opinion of management, the unaudited condensed consolidated financial statements include all normal recurring adjustments necessary for a fair presentation of the results of operations, financial position, and cash flows of McKesson for the interim periods presented.

The results of operations for the six months ended September 30, 2026 and 2025 are not necessarily indicative of the results that may be anticipated for the entire year. These interim financial statements should be read in conjunction with the annual audited financial statements, accounting policies, and financial notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026, previously filed with the SEC on May 8, 2026 (the “2026 Annual Report”).

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires disclosure of certain costs and expenses on an interim and annual basis in the notes to the financial statements. ASU 2024-03 is effective for the Company for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, as clarified by ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). Early adoption is permitted. The Company is evaluating the impact that this guidance will have on its disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. ASU 2025-06 amends the accounting and the disclosure of software costs, including website development costs. ASU 2025-06 is effective for the Company for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods. Early adoption is permitted. The Company is evaluating the impact that this guidance will have on its disclosures.

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements. ASU 2025-09 clarifies areas of the current hedge accounting guidance and addresses new hedge accounting related to global reference-rate reform. ASU 2025-09 is effective for the Company for fiscal years beginning after December 15, 2026, and interim periods within those annual reporting periods. Early adoption is permitted. The Company is evaluating the impact that this guidance will have on its disclosures.

  1. Business Acquisitions and Divestitures

Acquisitions

For all acquisitions, the Company allocates the purchase price to the assets acquired and the liabilities assumed, based on their fair values as of the acquisition date. Except as noted below, the fair values of the assets acquired and liabilities assumed are preliminary and may be subject to additional adjustments, which may be up to one year after the respective acquisition dates.

PRISM Vision Holdings, LLC

On April 1, 2025, the Company completed its acquisition of a controlling interest in PRISM Vision Holdings, LLC (“PRISM Vision”), a leading provider of general ophthalmology and retina administrative services. The Company acquired an 80% controlling interest in PRISM Vision for $875 million in net cash. The payment made upon closing was from cash on hand. Prior owners, including management and physicians in PRISM Vision practices, retained a 20% ownership interest, of which $25 million was classified as redeemable noncontrolling interest.

The financial results of PRISM Vision are included within the Company’s Oncology & Multispecialty segment as of the acquisition date. The transaction was accounted for as a business combination.

The purchase price allocation included acquired intangible finite-lived assets of $510 million and goodwill of $437 million. Goodwill attributable to the acquisition of PRISM Vision is expected to be mostly deductible for tax purposes.

The following table summarizes the final purchase price allocation to the underlying assets acquired and liabilities assumed based upon their estimated fair values as of the acquisition date.

(In millions)Amounts Recognizedas of Acquisition Date (As adjusted )
Purchase consideration
Cash consideration$875
Redeemable noncontrolling interests25
Contingent stock-based compensation liability16
Estimated fair value of total consideration$916
Identifiable assets acquired and liabilities assumed:
Current assets$126
Intangible assets510
Other non-current assets106
Total assets742
Current liabilities176
Non-current liabilities87
Net identifiable assets479
Goodwill437
Net assets acquired$916

Community Oncology Revitalization Enterprise Ventures, LLC

On June 2, 2025, the Company completed the acquisition of a controlling interest in Community Oncology Revitalization Enterprise Ventures, LLC (“Core Ventures”), a business and administrative services organization established by Florida Cancer Specialists & Research Institute, LLC (“FCS”). The Company acquired a 70% controlling interest for $2.5 billion in cash. The payment made upon closing was from cash on hand and the net proceeds from the May 30, 2025 public debt offering. FCS physicians retained a 30% interest. The 30% minority interest is classified as redeemable noncontrolling interest, with a put option exercisable every five years. Refer to Financial Note 5, “Redeemable Noncontrolling Interests and Noncontrolling Interests,” for additional information.

The transaction was accounted for as a business combination, and the financial results of Core Ventures are included within the Company’s Oncology & Multispecialty segment as of the acquisition date.

The purchase price allocation included acquired intangible finite-lived assets of $2.3 billion and goodwill of $752 million. Goodwill attributable to the acquisition of Core Ventures is expected to be deductible for tax purposes.

The following table summarizes the final purchase price allocation to the underlying assets acquired and liabilities assumed based upon their estimated fair values as of the acquisition date.

(In millions)Amounts Recognizedas of Acquisition Date (As adjusted )
Purchase consideration
Cash and other considerations$2,481
Redeemable noncontrolling interests700
Estimated fair value of total consideration$3,181
Identifiable assets acquired and liabilities assumed:
Current assets$529
Intangible assets2,310
Other non-current assets328
Total assets3,167
Current liabilities473
Non-current liabilities265
Net identifiable assets2,429
Goodwill752
Net assets acquired$3,181

Divestitures

On June 1, 2026, the Company completed a transaction under which funds managed by affiliates of Apollo Global Management, Inc. (“Apollo Funds”) acquired an approximately 13% minority ownership interest in the Company’s Medical‑Surgical Solutions business through an investment of approximately $1.25 billion in the business’s convertible preferred equity. The approximately 13% minority interest is classified as a redeemable noncontrolling interest. Refer to Financial Note 5, “Redeemable Noncontrolling Interests and Noncontrolling Interests,” for additional information.

Norway

On January 30, 2026, the Company completed the sale of its retail and distribution businesses in Norway (“Norway disposal group”) for an adjusted purchase price of $821 million. The Company’s former Norwegian operations were included in Other. As part of the transaction, the Company divested net assets of $140 million. The Company determined that the Norway disposal group did not meet the criteria for classification as discontinued operations.

During the year ended March 31, 2026, the Company recorded a net gain of $480 million within “Selling, distribution, general, and administrative expenses” in its Consolidated Statements of Operations, which included a loss of $164 million related to the accumulated other comprehensive loss balances associated with the Norway disposal group.

Other

In early November, the Company completed the following transactions:

the acquisition of Precision Medicine Group, LLC (“Precision Medicine”), a global provider of clinical research and biopharma commercialization services, for cash of approximately $2.25 billion (subject to customary post-closing adjustments).

the acquisition of a controlling interest in Spectrum Vision Partners (“Spectrum Vision”), a provider of ophthalmology and retina management services, for approximately $525 million (subject to customary post- closing adjustments).

The operating results of these businesses will be reported within the Oncology & Multispecialty segment beginning on the acquisition date in the third quarter of fiscal 2027. The acquisitions will be accounted for as business combinations and the analyses to assign fair values to the assets acquired, liabilities assumed, and noncontrolling interest in Spectrum Vision is currently underway.

For the periods presented, the Company also completed immaterial acquisitions and divestitures within its reportable segments. Financial results for the Company’s business acquisitions have been included in its condensed consolidated financial statements as of their respective acquisition dates.

  1. Restructuring, Impairment, and Related Charges, Net

FY 2027 restructuring initiatives

During the first quarter of fiscal 2027, the Company approved multi-year initiatives within Corporate to further optimize its operating model and align certain enterprise support functions with its long-term strategic priorities. These initiatives include organizational changes, process enhancements, and the implementation of automation solutions designed to improve efficiency and productivity. The Company anticipates total charges of approximately $230 million to $310 million, consisting primarily of severance and employee-related costs and exit-related costs. For the three and six months ended September 30, 2026, the Company recorded immaterial charges. These programs are expected to be substantially complete by the end of fiscal 2028.

FY 2026 restructuring initiatives

During the fourth quarter of fiscal 2026, the Company approved an initiative within its Prescription Technology Solutions segment to increase operational efficiencies and cost optimization efforts, with the intent of aligning with the Company’s long-term strategy. The initiative includes headcount reductions, the exit or downsizing of certain facilities, and other costs. The Company anticipates total charges between $200 million and $250 million, consisting primarily of employee severance and other employee-related costs, and facility, exit and other-related costs, including long-lived asset impairments. Of this amount, $99 million of charges were recorded as of September 30, 2026. This program is anticipated to be substantially complete by the end of fiscal 2029. For the three and six months ended September 30, 2026, the Company recorded charges of $18 million and $79 million, respectively, which includes asset impairments, severance and other employee-related costs.

FY 2025 restructuring initiatives

During fiscal 2025, the Company approved enterprise-wide initiatives to modernize and accelerate the technology service operating model which were intended to improve business continuity, compliance, operating efficiency and advance investments to streamline the organization. These initiatives include cost reduction efforts and support other rationalization efforts within Corporate, and the Medical-Surgical Solutions and North American Pharmaceutical segments to help realize long-term sustainable growth. The Company anticipates total charges related to these initiatives of $650 million to $700 million, consisting primarily of employee severance and other employee-related costs as well as facility, exit, and other related costs, including long-lived asset impairments. Of this amount, $562 million of charges were recorded as of September 30, 2026. These programs are anticipated to be substantially complete in fiscal 2028. For the three months ended September 30, 2026 and 2025, the Company recorded charges of $49 million and $52 million, respectively, and $94 million and $90 million, respectively, for the six months ended September 30, 2026 and 2025 related to these initiatives. These charges primarily include facility exit and other related costs as well as severance and other employee-related costs.

The Company recorded total restructuring, impairment, and related charges, net of $85 million and $63 million for the three months ended September 30, 2026 and 2025, respectively, and $221 million and $110 million for the six months ended September 30, 2026 and 2025, respectively. These charges were included in “Restructuring, impairment, and related charges, net” in the Condensed Consolidated Statements of Operations.

Restructuring, impairment, and related charges, net for the three months ended September 30, 2026 and 2025 consisted of the following:

Three Months Ended September 30, 2026
(In millions)NorthAmerican Pharmaceutical (1)Prescription Technology Solutions (1)Medical-Surgical Solutions (1)Corporate (1)Total
Severance and employee-related costs, net$—$14$9$—$23
Exit and other-related costs (2)1455363
Asset impairments and accelerated depreciation———(1)(1)
Total$1$18$14$52$85

(1)Includes costs related to operational efficiencies and cost optimization efforts to support the Company’s North American Pharmaceutical segment, Prescription Technology Solutions segment, Medical-Surgical Solutions segment, and Corporate activities.

Three Months Ended September 30, 2025
(In millions)North American Pharmaceutical (1)Medical-Surgical Solutions (1)Corporate (1)Total
Severance and employee-related costs, net$4$5$—$9
Exit and other-related costs (2)1143752
Asset impairments and accelerated depreciation1—12
Total$6$19$38$63

(1)Includes costs related to operational efficiencies and cost optimization efforts to support the Company’s North American Pharmaceutical segment, Medical-Surgical Solutions segment, and Corporate activities.

Restructuring, impairment, and related charges, net for the six months ended September 30, 2026 and 2025 consisted of the following:

Six Months Ended September 30, 2026
(In millions)North American Pharmaceutical (1)Prescription Technology Solutions (1)Medical-Surgical Solutions (1)Corporate (1)Total
Severance and employee-related costs, net$—$25$23$7$55
Exit and other-related costs (2)2141490120
Asset impairments and accelerated depreciation140—546
Total$3$79$37$102$221

(1)Includes costs related to operational efficiencies and cost optimization efforts to support the Company’s North American Pharmaceutical segment, Prescription Technology Solutions segment, Medical-Surgical Solutions segment, and Corporate activities.

Six Months Ended September 30, 2025
(In millions)North American Pharmaceutical (1)Medical-Surgical Solutions (1)Corporate (1)Total
Severance and employee-related costs, net$4$10$(1)$13
Exit and other-related costs (2)2266593
Asset impairments and accelerated depreciation1—34
Total$7$36$67$110

(1)Includes costs related to operational efficiencies and cost optimization efforts to support the Company’s North American Pharmaceutical segment, Medical-Surgical Solutions segment, and Corporate activities.

The following table summarizes the activity related to the liabilities associated with the Company’s restructuring initiatives for the six months ended September 30, 2026:

(In millions)North American PharmaceuticalPrescription Technology SolutionsMedical-Surgical SolutionsCorporateTotal
Balance, March 31, 2026 (1)$18$3$10$13$44
Restructuring, impairment, and related charges, net37937102221
Non-cash charges(1)(40)—(5)(46)
Cash payments(5)(4)(41)(97)(147)
Other(1)——21
Balance, September 30, 2026 (2)$14$38$6$15$73

(1)As of March 31, 2026, the total reserve balance was $44 million, of which $30 million was recorded within “Other accrued liabilities” and $14 million was recorded within “Other non-current liabilities” in the Company’s Condensed Consolidated Balance Sheet.

(2)As of September 30, 2026, the total reserve balance was $73 million, of which $43 million was recorded within “Other accrued liabilities” and $30 million was recorded within “Other non-current liabilities” in the Company’s Condensed Consolidated Balance Sheet.

  1. Income Taxes

Income tax expense was as follows:

Three Months Ended September 30,Six Months Ended September 30,
(Dollars in millions)2026202520262025
Income tax expense$266$232$542$452
Reported income tax rate17.0%16.6%18.9%18.5%

Fluctuations in the Company’s reported income tax rates were primarily due to changes in the mix of earnings among various taxing jurisdictions and discrete items recognized in the quarters.

During the three months ended September 30, 2026 and 2025, the Company recognized a net discrete tax benefit of $105 million and $119 million, respectively, related to the release of a valuation allowance in a foreign jurisdiction based on management’s reassessment of the amount of its deferred tax assets that are more likely than not to be realized. As of each reporting date, the Company considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets and has determined that there is sufficient positive evidence to conclude that it is more likely than not that these additional deferred tax assets will be realized and reduced the valuation allowance accordingly.

The Company files income tax returns in the U.S. federal jurisdiction, various U.S. state jurisdictions, and various foreign jurisdictions. As of September 30, 2026, the Company had $1.6 billion of unrecognized tax benefits, of which $1.5 billion would reduce income tax expense and the effective tax rate if recognized.

  1. Redeemable Noncontrolling Interests and Noncontrolling Interests

Redeemable Noncontrolling Interests

Noncontrolling interests with redemption features, such as put rights, that are not solely within the Company’s control are considered redeemable noncontrolling interests.

On June 1, 2026, the Company completed a transaction under which Apollo Funds acquired an approximately 13% minority ownership interest in the Company’s Medical‑Surgical Solutions business through an investment of approximately $1.25 billion in the business’s convertible preferred equity. The 13% minority interest is classified as a redeemable noncontrolling interest.

During the three months ended September 30, 2025, the Company recognized redeemable noncontrolling interests of $25 million related to its acquisition of PRISM Vision and $700 million related to its acquisition of Core Ventures. The Company utilized a Monte Carlo simulation model for its periodic valuation of the redeemable noncontrolling interests for both acquisitions.

Redeemable noncontrolling interests are presented outside of stockholders’ deficit in the Company’s Condensed Consolidated Balance Sheet. Refer to Financial Note 2, “Business Acquisitions and Divestitures,” for additional information on the activity discussed above.

Noncontrolling Interests

Net income attributable to noncontrolling interests primarily includes third-party equity interests in the Company’s consolidated entities, including ClarusONE Sourcing Services LLP, Vantage Oncology Holdings, LLC, and SCRI Oncology, LLC.

The components of the changes in noncontrolling interests and redeemable noncontrolling interests for the six months ended September 30, 2026 and 2025 were as follows:

Fiscal 2027Fiscal 2026
(In millions)NoncontrollingInterestsRedeemableNoncontrollingInterestsNoncontrollingInterestsRedeemableNoncontrollingInterests
Balance, March 31$395$943$380$—
Net income attributable to noncontrolling interests (1)35947—
Adjustment to redemption value (2)—374——
Adjustment to fair value (3)—1——
Sale of noncontrolling interest in Medical-Surgical Solutions, net—1,238——
Payments to noncontrolling interests(52)—(47)—
Acquisition of PRISM Vision———25
Acquisition of Core Ventures———700
Other(2)(2)(1)—
Balance, June 30$376$2,563$379$725
Net income attributable to noncontrolling interests (1)4615485
Adjustment to redemption value (2)—17——
Adjustment to fair value (3)—(14)—47
Payments to noncontrolling interests(39)(17)(44)—
Other(8)(1)1—
Balance, September 30$375$2,563$384$777

(1)Includes allocation of net income attributable to noncontrolling interests and redeemable noncontrolling interests during each respective period.

(2)Includes redemption value adjustments of $(11) million and $28 million related to the Medical-Surgical Solutions business and Core Ventures, respectively, for the three months ended September 30, 2026, and $282 million and $109 million related to the Medical-Surgical Solutions business and Core Ventures, respectively, for the six months ended September 30, 2026.

(3)Primarily includes a redeemable noncontrolling interests fair value adjustment for Core Ventures.

  1. Earnings Per Common Share

Basic earnings per common share is computed by dividing net income by the weighted-average number of common shares outstanding during the reporting period. The computation of diluted earnings per common share is similar to that of basic earnings per common share, except that the former reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock. Potentially dilutive securities include outstanding restricted stock units and performance-based restricted stock units.

The computations for basic and diluted earnings per common share were as follows:

Three Months Ended September 30,Six Months Ended September 30,
(In millions, except per share amounts)2026202520262025
Numerator
Net income$1,296$1,163$2,328$1,994
Net income attributable to noncontrolling interests(61)(53)(105)(100)
Adjustment to redemption value in net income attributable to noncontrolling interests(17)—(391)—
Net income attributable to McKesson Corporation$1,218$1,110$1,832$1,894
Denominator
Weighted-average common shares outstanding:
Basic116.3124.0117.5124.5
Effect of dilutive securities:
Restricted stock units (1)0.40.40.40.4
Diluted116.7124.4117.9124.9
Earnings per common share attributable to McKesson Corporation: (2)
Diluted$10.44$8.92$15.53$15.16
Basic$10.47$8.95$15.59$15.22

(1)Includes dilutive effect from restricted stock units and performance-based restricted stock units.

(2)Certain computations may reflect rounding adjustments.

  1. Goodwill and Intangible Assets, Net

Goodwill

The Company evaluates goodwill for impairment on an annual basis in the first fiscal quarter, and more frequently if indicators for potential impairment exist. Goodwill impairment testing is conducted at the reporting unit level, which is generally defined as an operating segment or one level below an operating segment (also known as a component), for which discrete financial information is available and segment management regularly reviews the operating results of that reporting unit. The annual impairment testing performed in fiscal 2027 and fiscal 2026 did not indicate any impairment of goodwill.

Changes in the carrying amount of goodwill were as follows:

(In millions)North American PharmaceuticalOncology & MultispecialtyPrescription Technology SolutionsMedical-Surgical SolutionsTotal
Balance, March 31, 2026$2,781$3,963$2,065$2,507$11,316
Goodwill acquired—14——14
Disposals—(5)——(5)
Foreign currency translation adjustments, net(30)———(30)
Other adjustments (1)—(23)——(23)
Balance, September 30, 2026$2,751$3,949$2,065$2,507$11,272

(1)Reflects acquisition-related goodwill adjustments.

Intangible Assets

Information regarding intangible assets was as follows:

September 30, 2026 · March 31, 2026
(Dollars in millions)Weighted-AverageRemainingAmortizationPeriod(Years)GrossCarryingAmountAccumulatedAmortizationNetCarryingAmountGrossCarryingAmountAccumulatedAmortizationNetCarryingAmount
Customer relationships9$1,476$(761)$715$1,477$(717)$760
Service agreements233,177(832)2,3453,249(833)2,416
Trademarks and trade names19573(300)273576(293)283
Provider networks20393(24)369383(15)368
Technology8317(170)147317(160)157
Other21127(34)93127(32)95
Total$6,063$(2,121)$3,942$6,129$(2,050)$4,079

All intangible assets were subject to amortization as of September 30, 2026 and March 31, 2026. Amortization expense of intangible assets was $71 million and $80 million for the three months ended September 30, 2026 and 2025, respectively, and $145 million and $130 million for the six months ended September 30, 2026 and 2025, respectively.

Estimated amortization expense of the assets listed in the table above is as follows:

(In millions)Estimated Amortization Expense
Fiscal 2027 (from October 1, 2026 to March 31, 2027)$142
Fiscal 2028279
Fiscal 2029275
Fiscal 2030273
Fiscal 2031264
Thereafter2,709
  1. Debt and Financing Activities

Long-term debt consisted of the following:

(In millions)September 30, 2026March 31, 2026
U.S. Dollar notes (1) (2)
1.30% Notes due August 15, 2026—500
7.65% Debentures due March 1, 2027150150
3.95% Notes due February 16, 2028343343
4.90% Notes due July 15, 2028400400
4.75% Notes due May 30, 2029196196
4.25% Notes due September 15, 2029500500
4.65% Notes due May 30, 2030650650
4.95% Notes due May 30, 2032650650
5.10% Notes due July 15, 2033597597
5.25% Notes due May 30, 2035699699
6.00% Notes due March 1, 2041218218
4.88% Notes due March 15, 2044255255
U.S. Dollar Medical-Surgical Solutions term loans (3)
4.98% Term Loan A-2 due April 1, 2028250—
4.98% Term Loan A-1 due April 1, 2031745—
6.32% Term Loan B due June 9, 20322,239—
Foreign currency notes (1) (4)
1.63% Euro Notes due October 30, 2026566578
3.13% Sterling Notes due February 17, 2029597595
Lease and other obligations153195
Total debt9,2086,526
Less: Current portion7941,267
Total long-term debt$8,414$5,259

(1)These notes are unsecured and unsubordinated obligations of the Company.

(2)Interest on these U.S. dollar notes is payable semi-annually.

(3)Interest on these U.S. dollar Medical-Surgical Solutions term loans is payable quarterly.

(4)Interest on these foreign currency notes is payable annually.

Long-Term Debt

The Company’s long-term debt includes both U.S. dollar and foreign currency-denominated borrowings. At September 30, 2026 and March 31, 2026, $9.2 billion and $6.5 billion, respectively, of total debt was outstanding, of which $794 million and $1.3 billion, respectively, was included under the caption “Current portion of long-term debt” in the Company’s Condensed Consolidated Balance Sheets.

Medical-Surgical Solutions Facilities

Term Loan A and Revolving Facility

On April 1, 2026, McKesson Medical-Surgical Top Holdings, Inc. ("MMS Borrower") and certain of its subsidiaries entered into a credit agreement (the “MMS Credit Agreement”) providing for (i) a $750 million senior secured term loan A facility due 2031 (the “Term Loan A-1 Facility”), (ii) a $250 million senior secured term loan A facility due 2028 (the “Term

Loan A-2 Facility” and, together with the Term Loan A-1 Facility, the “Term Loan A Facilities”) and (iii) a $1.0 billion senior secured revolving credit facility (the “Revolving Credit Facility”).

Borrowings under the Term Loan A Facilities bear interest at Adjusted Term SOFR (as defined in the MMS Credit Agreement) plus a margin ranging from 1.25% to 1.625%, determined based on the Company's leverage ratio and public credit ratings. As of September 30, 2026, borrowings under the Term Loan A Facilities were subject to interest at Adjusted Term SOFR plus 1.25%. Borrowings under the Revolving Credit Facility bear interest at either a benchmark rate or base rate plus applicable margins, which initially are 1.25% and 0.25%, respectively, and thereafter vary based on leverage ratios and public credit ratings. The Revolving Credit Facility also requires payment of a commitment fee ranging from 0.175% to 0.225%.

Total proceeds received from the issuance of the Term Loan A Facilities, net of discounts and debt offering expenses, were $993 million. The net proceeds from the Term Loan A Facilities were used by MMS Borrower for a payment of principal on an intercompany loan with the Company. MMS Borrower hadno borrowings under the Revolving Credit Facility during the six months ended September 30, 2026.

Term Loan B

On June 9, 2026, MMS Borrower and certain of its subsidiaries amended the MMS Credit Agreement (as so amended, the “Amended MMS Credit Agreement”) to establish a $2.25 billion senior secured term loan B facility due 2032 (the “Term Loan B Facility”). The amendment did not otherwise materially modify the terms of the existing credit agreement.

Borrowings under the Term Loan B Facility bear interest, at the borrower's option, at either Adjusted Term SOFR plus 2.25% or the Base Rate (as defined in the Amended MMS Credit Agreement) plus 1.25%. MMS Borrower initially elected an interest rate equal to Adjusted Term SOFR plus 2.25%.

Total proceeds received from the issuance of the Term Loan B Facility, net of discounts and debt offering expenses, were $2.2 billion. The net proceeds from the Term Loan B Facility were used by MMS Borrower for a payment of principal on an intercompany loan with the Company.

At September 30, 2026, MMS Borrower was in compliance with all debt covenants under the Amended MMS Credit Agreement.

The obligations under the Amended MMS Credit Agreement are secured by substantially all tangible and intangible assets of the MMS Borrower and certain of its material U.S. subsidiaries that guarantee the facilities, subject to customary exceptions. The agreement contains customary representations, warranties, and affirmative and negative covenants, including restrictions on indebtedness, liens, investments, fundamental changes, asset dispositions, and dividends and other distributions. Neither McKesson Corporation nor any of its subsidiaries outside of the MMS Borrower group guarantees or otherwise has any obligation with respect to the Amended MMS Credit Agreement.

Revolving Credit Facilities

2026 Credit Facility

On April 24, 2026, the Company replaced its prior revolving credit facilities with a new $5.0 billion senior unsecured revolving credit facility (the “2026 Credit Facility”), maturing in April 2031. The facility contains customary investment-grade covenants, including a maximum Total Debt-to-Consolidated EBITDA ratio, and is available for general corporate purposes. Borrowings bear interest at variable rates based on SOFR or other applicable benchmark rates plus an applicable margin. The remaining terms are substantially consistent with the Company's prior revolving credit facility.

There wereno borrowings under any of the facilities during the six months ended September 30, 2026 and 2025, andno amounts were outstanding at September 30, 2026 and March 31, 2026. At September 30, 2026, the Company was in compliance with all covenants under the 2026 Credit Facility.

Retirements and Redemptions

The Company’s $500 million of 1.30% Notes matured on August 15, 2026. The notes were repaid using cash on hand.

In October 2026, the Company’s €500 million of 1.625% Notes matured and were repaid using cash on hand.

Commercial Paper

The Company maintains a commercial paper program to support its working capital requirements and for other general corporate purposes. Under the program, the Company could issue up to $5.0 billion in outstanding commercial paper notes. During the six months ended September 30, 2026, the Company hadno borrowings under the program. During the six months ended September 30, 2025, the Company borrowed and repaid $2.3 billion under the program. At September 30, 2026 and March 31, 2026, there wereno commercial paper notes outstanding.

  1. Hedging Activities

In the normal course of business, the Company is exposed to interest rate and foreign currency exchange rate fluctuations. At times, the Company limits these risks through the use of derivatives as described below. In accordance with the Company’s policy, derivatives are only used for hedging purposes. The Company does not use derivatives for trading or speculative purposes. The Company uses various counterparties for its derivative contracts to minimize the exposure to credit risk but does not anticipate non-performance by these parties.

Foreign Currency Exchange Risk

The Company conducts its business worldwide in U.S. dollars and the functional currencies of its foreign subsidiaries, including Canadian dollars, Euro, and British pounds sterling. Changes in foreign currency exchange rates could have a material adverse impact on the Company’s financial results that are reported in U.S. dollars. The Company is also exposed to foreign currency exchange rate risk related to its foreign subsidiaries, including intercompany loans denominated in non-functional currencies. The Company has certain foreign currency exchange rate risk programs that use foreign currency forward contracts and cross-currency swaps. These forward contracts and cross-currency swaps are generally used to offset the potential income statement effects from intercompany loans and other obligations denominated in non-functional currencies. These programs reduce but do not entirely eliminate foreign currency exchange rate risk.

Interest Rate Risk

The Company has exposure to changes in interest rates, and it utilizes risk programs which use interest rate swaps to hedge the changes in debt fair values caused by fluctuations in benchmark interest rates. The Company also enters into forward contracts to hedge the variability of future benchmark interest rates on any planned bond issuances. These programs reduce but do not entirely eliminate interest rate risk.

Derivative Instruments

At September 30, 2026 and March 31, 2026, the notional amounts of the Company’s outstanding derivatives were as follows:

September 30, 2026 · March 31, 2026
(In millions) · Currency · Maturity Date (1) · Notional
Derivatives designated as net investment hedges: (2)
Cross-currency swaps (3)CADJul-27 to Jul-30C$7,500C$6,500
Derivatives designated as fair value hedges: (2)
Cross-currency swaps (4)GBPNov-28£450£450
Cross-currency swaps (4)EUROct-26€500€500
Floating interest rate swaps (5)USDAug-27 to Sep-29$750$750
Derivatives designated as cash flow hedges: (2)
Forward-starting interest rate swap locks (6)USDMar-32 to Mar-37$200$—

(1)The maturity date reflected is for outstanding derivatives as of September 30, 2026.

(2)There was no ineffectiveness in these hedges for the three and six months ended September 30, 2026 and 2025.

(3)The Company agreed with third parties to exchange fixed interest payments in one currency for fixed interest payments in another currency at specified intervals and to exchange principal in one currency for principal in another currency, calculated by reference to agreed-upon notional amounts.

(4)Represents cross-currency fixed-to-fixed interest rate swaps to mitigate the foreign currency exchange fluctuations on its foreign currency-denominated notes.

(5)Represents fixed-to-floating interest rate swaps to hedge the changes in fair value caused by fluctuations in the benchmark interest rates.

(6)Represents forward-starting interest rate swap locks to hedge forecasted interest payments on an anticipated debt issuance.

Net Investment Hedges

The Company uses cross-currency swaps to hedge portions of the Company’s net investments denominated in Canadian dollars against the effect of exchange rate fluctuations on the translation of foreign currency balances to the U.S. dollar. The changes in the fair value of these derivatives attributable to the changes in spot currency exchange rates and differences between spot and forward interest rates are recorded in accumulated other comprehensive loss and offset foreign currency translation gains and losses recorded on the Company’s net investments denominated in Canadian dollars. To the extent cross-currency swaps designated as hedges are ineffective, changes in carrying value attributable to the change in spot rates are recorded in earnings.

In July 2026, the Company terminated C$6.5 billion of cross-currency swaps designated as net investment hedges with original maturity dates of December 2026 to March 2027. Further, the Company entered into cross-currency swaps designated as net investment hedges with a total notional amount of C$7.5 billion to hedge portions of the Company’s net investments denominated in Canadian dollars against the effect of exchange rate fluctuations on the translation of foreign currency balances to the U.S. dollar. These cross-currency swaps will mature in July 2027 through July 2030.

Fair Value Hedges

The Company uses cross-currency swaps to hedge the changes in the fair value of its foreign currency notes resulting from changes in benchmark interest rates and foreign currency exchange rates. The Company also uses floating interest rate swaps to hedge the changes in the fair value of its U.S. dollar notes resulting from changes in benchmark interest rates. The changes in the fair value of these derivatives and the offsetting changes in the fair value of the hedged notes are recorded in earnings. Gains and losses from the changes in the Company’s fair value hedges recorded in earnings were largely offset by the gains and losses recorded in earnings on the hedged item. For components excluded from the assessment of hedge effectiveness, the initial value of the excluded component is recognized in accumulated other comprehensive loss and then released into earnings over the life

of the hedging instrument. The difference between the change in the fair value of the excluded component and the amount amortized into earnings during the period is recorded in other comprehensive loss.

In July 2026, the Company’s €500 million cross-currency fixed-to-fixed interest rate swaps matured and the Company executed new cross-currency swaps with similar terms and a maturity date of October 2026, to continue to mitigate the currency exchange fluctuations on its foreign currency-denominated notes.

Cash Flow Hedges

The Company uses forward contracts to hedge the variability of future benchmark interest rates on any planned bond issuances and to offset the potential income statement effects from obligations denominated in non-functional currencies. The effective portion of changes in the fair value of these hedges is recorded in accumulated other comprehensive loss and reclassified into earnings in the same period in which the hedged transaction affects earnings. Changes in fair values representing hedge ineffectiveness are recognized in current earnings. There wereno gains or losses reclassified from accumulated other comprehensive loss and recorded within “Selling, distribution, general, and administrative expenses” in the Condensed Consolidated Statements of Operations for the three and six months ended September 30, 2026 and 2025.

In September 2026, the Company entered into $200 million of forward-starting interest rate swap locks to hedge interest payments on an anticipated debt issuance.

Derivatives Not Designated as Hedges

Derivative instruments not designated as hedges are marked-to-market at the end of each accounting period with the change in fair value included in earnings. Changes in the fair values for contracts not designated as hedges are recorded directly into earnings within “Selling, distribution, general, and administrative expenses” in the Condensed Consolidated Statements of Operations. The Company did not enter into or have any outstanding derivative instruments not designated as hedges during the periods presented.

Other Information on Derivative Instruments

Gains (losses) from derivatives included in other comprehensive income (loss) in the Condensed Consolidated Statements of Comprehensive Income were as follows:

Three Months Ended September 30,Six Months Ended September 30,
(In millions)2026202520262025
Derivatives designated as net investment hedges:
Cross-currency swaps$(9)$98$72$(135)
Derivatives designated as cash flow and other hedges:
Cross-currency swaps (1)$(2)$(5)$5$—
Interest rate swap locks, Foreign currency forwards, and Other—(2)—12
Forward-starting interest rate swap locks3—3—

(1)Includes other comprehensive income (loss) related to the excluded component of certain fair value hedges.

Information regarding the fair value of derivatives on a gross basis were as follows:

Balance Sheet Caption · September 30, 2026 · March 31, 2026
Fair Value of Derivative · U.S. Dollar Notional · Fair Value of Derivative · U.S. Dollar Notional
(In millions) · Asset · Liability · Asset · Liability
Derivatives designated for hedge accounting:
Cross-currency swaps (current)Prepaid expenses and other/Other accrued liabilities$4$19$1,875$76$160$5,008
Cross-currency swaps (non-current)Other non-current assets/liabilities54694,44540—542
Interest rate swaps (current)Other accrued liabilities—4340———
Interest rate swaps (non-current)Other non-current liabilities—18410—12750
Forward-starting interest rate swaps (non-current)Other non-current assets3—200———
Total$61$110$116$172

Refer to Financial Note 10, “Fair Value Measurements,” for more information on these recurring fair value measurements.

  1. Fair Value Measurements

The Company measures certain assets and liabilities at fair value in accordance with ASC Topic 820, Fair Value Measurements and Disclosures. The fair value hierarchy consists of three levels of inputs that may be used to measure fair value as follows:

Level 1 - quoted prices in active markets for identical assets or liabilities.

Level 2 - significant other observable market-based inputs.

Level 3 - significant unobservable inputs for which little or no market data exists and requires considerable assumptions that are significant to the fair value measurement.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Cash and cash equivalents at September 30, 2026 and March 31, 2026 included the Company’s investments in money market funds of $1.6 billion and $843 million, respectively, which are reported at fair value. The fair value of money market funds was determined using quoted prices for identical investments in active markets, which are considered to be Level 1 inputs under the fair value measurements and disclosure guidance. The carrying value of all other cash equivalents approximates their fair value due to their relatively short-term nature.

Fair values of the Company’s cross-currency swaps and interest rate swaps were determined using observable inputs from available market information, including quoted interest rates, foreign currency exchange rates, and other observable inputs from available market information. These inputs are considered Level 2 under the fair value measurements and disclosure guidance, and may not be representative of actual values that could have been realized or that will be realized in the future. Refer to Financial Note 9, “Hedging Activities,” for fair values and other information on the Company’s derivatives.

The Company holds investments in equity and debt securities of U.S. growth stage companies that address both current and emerging business challenges in the healthcare industry and which had a carrying value of $280 million and $227 million at September 30, 2026 and March 31, 2026, respectively. These investments primarily consist of equity securities without readily determinable fair values and are included within “Other non-current assets” in the Condensed Consolidated Balance Sheets. The net realized and unrealized gains and losses were immaterial for the three and six months ended September 30, 2026 and 2025.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

In addition to assets and liabilities that are measured at fair value on a recurring basis, the Company’s assets and liabilities are also subject to nonrecurring fair value measurements. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges, including long-lived assets associated with the Company’s restructuring initiatives as discussed in more detail in Financial Note 3, “Restructuring, Impairment, and Related Charges, Net.”

The aforementioned investments in equity securities of U.S. growth stage companies include the carrying value of investments without readily determinable fair values, which were determined using a measurement alternative and are recorded at cost less impairment, plus or minus any changes in observable price from orderly transactions of the same or similar security of the same issuer. These inputs related to changes in observable price are considered Level 2 under the fair value measurements and disclosure guidance and may not be representative of actual values that could have been realized or that will be realized in the future. Inputs related to impairments of investments are generally considered Level 3 fair value measurements due to their inherently unobservable nature based on significant assumptions by management and use of company-specific information.

There were no other material assets or liabilities measured at fair value on a nonrecurring basis at September 30, 2026 and March 31, 2026.

Other Fair Value Disclosures

At September 30, 2026 and March 31, 2026, the carrying amounts of cash, certain cash equivalents, restricted cash, receivables, drafts and accounts payable, and other current assets and liabilities approximated their estimated fair values because of the short-term maturity of these financial instruments.

The Company determines the fair value of commercial paper using quoted prices in active markets for identical instruments, which are considered Level 1 inputs under the fair value measurements and disclosure guidance.

The Company’s long-term debt is recorded at amortized cost. The carrying value and fair value of the Company’s long-term debt was as follows:

September 30, 2026March 31, 2026
(In millions)Carrying ValueFair ValueCarrying ValueFair Value
Long-term debt, including current maturities$9,208$9,116$6,526$6,549

The estimated fair value of the Company’s long-term debt was determined using quoted market prices in a less active market and other observable inputs from available market information, which are considered to be Level 2 inputs, and may not be representative of actual values that could have been realized or that will be realized in the future.

Goodwill

Fair value assessments of the reporting unit and the reporting unit's net assets, which are performed for goodwill impairment tests, are considered a Level 3 measurement due to the significance of unobservable inputs developed using company-specific information. The Company considered a market approach as well as an income approach using a discounted cash flow (“DCF”) model to determine the fair value of each reporting unit.

Long-lived Assets

The Company utilizes multiple approaches, including the DCF model and market approaches, for estimating the fair value of intangible assets. The future cash flows used in the analysis are based on internal cash flow projections from its long-range plans and include significant assumptions by management. Accordingly, the fair value assessment of long-lived assets is considered a Level 3 fair value measurement.

The Company measures certain long-lived and intangible assets at fair value on a nonrecurring basis when events occur that indicate an asset group may not be recoverable. If the carrying amount of an asset group is not recoverable, an impairment charge is recorded to reduce the carrying amount by the excess over its fair value.

  1. Commitments and Contingent Liabilities

In addition to commitments and obligations incurred in the ordinary course of business, the Company is subject to a variety of claims and legal proceedings, including claims from customers and vendors, pending and potential legal actions for damages, governmental investigations, and other matters. The Company and its affiliates are parties to the legal claims and proceedings described below and in Financial Note 17 to the Company’s 2026 Annual Report and Financial Note 11 to the Company’s Quarterly Report on Form 10-Q filing for the period ended June 30, 2026, which disclosure is incorporated in this footnote by this reference. The Company is vigorously defending itself against those claims and in those proceedings. Those matters, including commitments related to them and significant developments, are described below. If the Company is unsuccessful in defending, or if it determines to settle, any of these matters, it may be required to pay substantial sums, be subject to injunction and/or be forced to change how it operates its business, which could have a material adverse impact on its financial position or results of operations.

Unless otherwise stated, the Company is unable to reasonably estimate the loss or a range of possible loss for the matters described below. Often, the Company is unable to determine that a loss is probable, or to reasonably estimate the amount of loss or a range of loss, for a matter because of the limited information available and the potential effects of future events and decisions by third parties, such as courts and regulators, that will determine the ultimate resolution of the matter. Many of the matters described are at preliminary stages, raise novel theories of liability, or seek an indeterminate amount of damages. It is not uncommon for claims to remain unresolved over many years. The Company reviews loss contingencies at least quarterly to determine whether the likelihood of loss has changed and whether it can make a reasonable estimate of the loss or range of loss. When the Company determines that a loss from a matter is probable and reasonably estimable, it records a liability for an estimated amount. The Company also provides disclosure when it is reasonably possible that a loss may be incurred or when it is reasonably possible that the amount of a loss will exceed its recorded liability. Amounts included within “Claims and litigation charges, net” in the Condensed Consolidated Statements of Operations consist of estimated loss contingencies related to opioid-related litigation matters, as well as any applicable income items or credit adjustments due to subsequent changes in estimates.

Litigation and Claims Involving Distribution of Controlled Substances

The Company and its affiliates have been sued as defendants in many cases asserting claims related to distribution of controlled substances, such as opioids. They have been named as defendants along with other pharmaceutical wholesale distributors, pharmaceutical manufacturers, and retail pharmacies. The plaintiffs in these actions have included state attorneys general, county and municipal governments, school districts, tribal nations, hospitals, health and welfare funds, third-party payors, and individuals. The Company is not able to conclude that a liability is probable or provide a reasonable estimate for the range of ultimate possible loss for opioid-related litigation matters other than those for which an accrual is described below.

State and Local Government Claims

The Company andtwo other national pharmaceutical distributors (collectively “Distributors”) entered into a settlement agreement (the “Settlement”) and consent judgment with 48 states and their participating subdivisions, as well as the District of Columbia and all eligible territories (the “Settling Governmental Entities”). Approximately 2,300 cases have been dismissed. The Distributors did not admit liability or wrongdoing and do not waive any defenses pursuant to the Settlement. A minimum of 85% of the $7.9 billion Settlement payments, to be paid by 2038, must be used by the Settling Governmental Entities to remediate the opioid epidemic, while the remainder relates to plaintiffs’ attorneys’ fees and costs and will be paid out through 2030. Pursuant to the Settlement, the Distributors are in the process of establishing a clearinghouse to consolidate their controlled-substance distribution data, which will be available to the settling U.S. states to use as part of their anti-diversion efforts.

The Company has also entered into separate settlement agreements with: (i) Alabama and its subdivisions for approximately $174 million through 2031, and (ii) certain West Virginia subdivisions for approximately $152 million through 2033. The Company previously settled with the state of West Virginia and has satisfied that settlement. The agreement with West Virginia subdivisions does not include school districts or the claims of Cabell County and the City of Huntington. After a trial, the claims of Cabell County and the City of Huntington were initially decided in the Company’s favor on July 4, 2022. Those subdivisions appealed that decision and on October 28, 2025, a panel of the U.S. Court of Appeals for the Fourth Circuit issued a decision reversing the trial court’s judgment and remanding the case to the trial court for additional proceedings.

Some state and local governmental subdivisions did not participate in the Settlement, including certain municipal governments, government hospitals, school districts, and government-affiliated third-party payors. The Company contends that those subdivisions’ claims are foreclosed by the Settlement or other dispositive defenses, but the subdivisions contend that their claims are not foreclosed. An accrual for the remaining governmental subdivision claims is reflected in the total estimated liability for opioid-related claims in a manner consistent with how Settlement amounts were allocated to Settling Governmental Entities.

The district attorneys of the City of Philadelphia, Pennsylvania, and Allegheny County, Pennsylvania, did not participate in the Settlement and sought to bring separate claims against the Company, notwithstanding the settlement with the state of Pennsylvania and its attorney general. On January 26, 2024, the Commonwealth Court of Pennsylvania ruled that the Pennsylvania attorney general had settled and fully released the claims brought by those district attorneys under Pennsylvania’s Unfair Trade Practices and Consumer Protection Law. The district attorneys have appealed that decision to the Supreme Court of Pennsylvania. An accrual for the remaining governmental subdivision claims is reflected in the total estimated liability for opioid-related claims in a manner consistent with how Settlement amounts were allocated to Settling Governmental Entities.

Native American Tribe Claims

The Company also entered into settlement agreements for opioid-related claims of federally recognized Native American tribes. A minimum of 85% of the $196 million total settlement payments through 2027 must be used by the settling Native American tribes to remediate the opioid epidemic.

Non-Governmental Plaintiff Claims

The Company has also been a defendant in hundreds of opioid-related cases brought in the U.S. by private plaintiffs, such as hospitals, health and welfare funds, third-party payors, and individuals. These claims, and those of private entities generally, are not included in the settlement agreements described above. The Company andtwo other national distributors reached class-action settlements with representatives of nationwide groups of acute care hospitals and certain third-party payors. The claims of remaining U.S. non-governmental plaintiffs are not included in the charges recorded by the Company (described below).

With respect to the acute care hospitals, the Company reached a settlement of $149 million with a nationwide class, which the Company paid into escrow on November 27, 2024. With respect to the third-party payors, the Company reached a settlement of $114 million with a nationwide class, which the Company paid into escrow on February 12, 2025. The remaining escrow payments were presented as restricted cash within “Prepaid expenses and other” in the Company’s Condensed Consolidated Balance Sheet as of September 30, 2026.

The Company’s estimated accrued liability for the above-described opioid-related claims of U.S. governmental entities, including Native American tribes, and certain non-governmental plaintiffs, including a settlement with certain third-party payors and a nationwide class of acute care hospitals, was as follows:

(In millions)September 30, 2026March 31, 2026
Current litigation liabilities (1)$600$601
Long-term litigation liabilities4,5635,091
Total litigation liabilities$5,163$5,692

(1)These amounts, recorded within “Other accrued liabilities” in the Condensed Consolidated Balance Sheets, are the amounts estimated to be paid within the next twelve months following each respective period end date.

During the three and six months ended September 30, 2026, the Company made payments totaling $496 million associated with the Settlement and the separate settlement agreements for opioid-related claims of participating states, subdivisions, and Native American tribes discussed above.

Canadian Plaintiff Claims

The Company and its Canadian affiliate are also defendants infour opioid-related cases pending in Canada. These cases involve the claims of the provincial governments, municipal governments, a group representing indigenous people, as well asone case brought by an individual. The claims of a class of provincial governments are pending in the Supreme Court of British Columbia, Docket No. S-189395, and a common-issues trial is scheduled to begin on February 22, 2028.

Defense of Opioids Claims

The Company believes it has valid legal defenses in all opioid-related matters, including claims not covered by settlement agreements, and it intends to mount a vigorous defense in such matters. Other than the accruals described above, the Company has not determined that a loss is probable in any of the matters; nor is any possible loss or range of loss reasonably estimable. An adverse judgment or negotiated resolution in any of these matters could have a material adverse impact on the Company’s financial position, cash flows or liquidity, or results of operations.

Other Litigation and Claims

On October 17, 2024, the Company was served with a qui tam complaint filed in the United States District Court for the Eastern District of New York by a relator alleging that, from 2010 through at least 2012, the Company submitted false certifications to the government in support of Horizon Clinicals, an electronic health record product. United States ex rel. James Thompson v. McKesson Corporation, No. 16-CV-2891. The United States has declined to intervene in the case. The complaint seeks relief under the False Claims Act including damages, treble damages, civil penalties, attorney fees, and costs of suit. On September 30, 2026, the district court granted the Company’s motion to dismiss the complaint in its entirety.

Since September 2026, the Company has been served with multiple putative class action complaints filed in the United States District Court for the Northern District of Texas, the first of which is O’Connor v. McKesson Corporation, Civil Action No. 3:26-cv-02929-L. The complaints allege a failure to properly secure and safeguard consumer protected health information and personally identifiable information following a cybersecurity incident and alleged data exfiltration by cybercriminals. The complaints seek relief including injunctive relief, damages, interest, attorney fees, and costs of suit.

Government Subpoenas and Investigations

From time to time, the Company receives subpoenas or requests for information from various governmental agencies. The Company generally responds to such subpoenas and requests in a cooperative, thorough, and timely manner. These responses sometimes require time and effort and can result in considerable costs being incurred by the Company. Such subpoenas and requests can lead to the assertion of claims or the commencement of civil or criminal legal proceedings against the Company and other members of the healthcare industry, as well as to settlements of claims against the Company. The Company responds to these requests in the ordinary course of business.

Antitrust Settlements

During the second quarter of fiscal 2027, the Company received net proceeds of $50 million related to its share of antitrust settlements. The lawsuits were filed against drug manufacturers alleging that the manufacturers, by themselves or in concert with others, took improper anticompetitive actions with respect to the sale of their drugs. The Company was not a named party to the litigation but was a member of the representative classes of those who purchased directly from the pharmaceutical manufacturers. The Company recognized a gain within "Cost of sales" in the Condensed Consolidated Statement of Operations in the second quarter of fiscal 2027 related to the settlements.

  1. Stockholders’ Deficit

Each share of the Company’s outstanding common stock is permittedone vote on proposals presented to stockholders and is entitled to participate equally in any dividends declared by the Company’s Board of Directors (the “Board”).

On July 21, 2026, the Company raised its quarterly dividend from $0.82 to $0.94 per share of common stock. The Company anticipates that it will continue to pay quarterly cash dividends in the future. However, the payment and amount of future dividends remain within the discretion of the Board and will depend upon the Company's future earnings, financial condition, capital requirements, legal requirements, and other factors.

Share Repurchase Plans

The Board has authorized the repurchase of common stock. The Company may repurchase common stock from time-to-time through open market transactions, privately negotiated transactions, accelerated share repurchase (“ASR”) programs, or by combinations of such methods, any of which may use pre-arranged trading plans that are designed to meet the requirements of Rule 10b5-1(c) of the Securities Exchange Act of 1934. The timing of any repurchases and the actual number of shares repurchased will depend on a variety of factors, including the Company’s stock price, corporate and regulatory requirements, tax implications, restrictions under the Company’s debt obligations, other uses for capital, impacts on the value of remaining shares, cash generated from operations, and market and economic conditions.

Excise taxes of $10 million and $8 million were accrued for shares repurchased during the three months ended September 30, 2026 and 2025, respectively. Excise taxes of $35 million and $10 million were accrued for shares repurchased during the six months ended September 30, 2026 and 2025, respectively. On July 30, 2026, the Company made a payment of $40 million for fiscal 2026 excise taxes previously accrued. As of September 30, 2026 and March 31, 2026, the amount accrued for excise taxes was $35 million and $40 million within “Other accrued liabilities” in the Company’s Condensed Consolidated Balance Sheets, respectively.

Information regarding share repurchase activity for the six months ended September 30, 2026 and 2025 was as follows:

Share Repurchases (1)
(In millions, except price per share) · Total Number ofShares Purchased (2) · Average Price Paid Per Share (3) · Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs
Balance at March 31, 2026$2,719
April 2026 Board Authorization (4)5,000
Share Repurchase March 2026 ASR (5)0.7$820.04—
Share Repurchase May 2026 ASR (6)2.7$810.17(2,250)
Q1 Shares repurchased - Open market0.4$762.40(294)
Q2 Shares repurchased - Open market (7)1.0$861.20(895)
Balance at September 30, 2026$4,280

(3)The average price paid per share excludes$35 million of excise taxes for the six months ended September 30, 2026.

(4)On April 29, 2026, the Board of Directors approved the Company to repurchase up to an additional $5.0 billion of the Company’s common stock.

(5)In March 2026, the Company entered into an ASR program with a third-party financial institution to repurchase $2.3 billion of the Company’s common stock. The total number of shares repurchased under this ASR program was 2.7 million shares at an average price per share of $820.04. The Company received 2.0 million shares as the initial share settlement during the fourth quarter of fiscal 2026 and, in May 2026, the Company received an additional 0.7 million shares upon the completion of this ASR program.

(6)In May 2026, the Company entered into an ASR program with a third-party financial institution to repurchase $2.3 billion of the Company’s common stock. The total number of shares repurchased under this ASR program was 2.7 million shares at an average price per share of $810.17. The Company received 2.5 million shares as the initial share settlement during the first quarter of fiscal 2027 and, in September 2026, the Company received an additional 0.2 million shares upon the completion of this ASR program.

(7)Of the total dollar value, $15 million was accrued within “Other accrued liabilities” in the Company’s Condensed Consolidated Balance Sheet as of September 30, 2026 for share repurchases that were executed in late September 2026 and settled in early October 2026.

Share Repurchases (1)
(In millions, except price per share) · Total Number ofShares Purchased (2) · Average Price Paid Per Share (3) · Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs
Balance at March 31, 2025$7,469
Q1 Shares repurchased - Open market0.8$709.84(590)
Q2 Shares repurchased - Open market1.2$693.25(809)
Balance at September 30, 2025$6,070

(3)The average price paid per share includes $10 million of excise taxes for the six months ended September 30, 2025.

Accumulated Other Comprehensive Loss

Information regarding changes in accumulated other comprehensive loss for the three months ended September 30, 2026 and 2025 was as follows:

Foreign Currency Translation Adjustments
(In millions)Foreign Currency Translation Adjustments, Net of Tax (1)Unrealized Gains (Losses) on Net Investment Hedges, Net of Tax (2)Unrealized Gains on Cash Flow and Other Hedges, Net of Tax (3)Unrealized Gains on Other Components of Benefit Plans, Net of TaxTotal Accumulated Other Comprehensive Loss
Balance, June 30, 2026$(777)$2$10$16$(749)
Other comprehensive income (loss) before reclassifications(15)(7)1—(21)
Amounts reclassified to earnings and other2———2
Other comprehensive income (loss)(13)(7)1—(19)
Balance, September 30, 2026$(790)$(5)$11$16$(768)

(1)Primarily results from the conversion of non-U.S. dollar financial statements of the Company’s operations in Canada into the Company’s reporting currency, U.S. dollars.

(2)Amounts recorded for the three months ended September 30, 2026 include losses of $(9) million related to net investment hedges from cross-currency swaps, which are net of income tax benefit of $2 million.

(3)Amounts recorded for the three months ended September 30, 2026 include net gains of $1 million from gains from forward-starting interest rate swap locks, partially offset by losses from cross-currency swaps.

Foreign Currency Translation Adjustments
(In millions)Foreign Currency Translation Adjustments, Net of Tax (1)Unrealized Gains (Losses) on Net Investment Hedges, Net of Tax (2)Unrealized Gains (Losses) on Cash Flow and Other Hedges, Net of Tax (3)Unrealized Gains on Other Components of Benefit Plans, Net of TaxTotal Accumulated Other Comprehensive Loss
Balance, June 30, 2025$(796)$(125)$10$13$(898)
Other comprehensive income (loss)(77)72(5)—(10)
Balance, September 30, 2025$(873)$(53)$5$13$(908)

(1)Primarily results from the conversion of non-U.S. dollar financial statements of the Company’s operations in Canada and Norway into the Company’s reporting currency, U.S. dollars.

(2)Amounts recorded for the three months ended September 30, 2025 include gains of $98 million related to net investment hedges from cross-currency swaps, which are net of income tax expense of $(26) million.

(3)Amounts recorded for the three months ended September 30, 2025 include losses of $(7) million related to cash flow forwards and hedges from cross-currency swaps. These amounts are net of income tax benefit of $2 million.

Information regarding changes in accumulated other comprehensive loss, including noncontrolling interests, by components for the six months ended September 30, 2026 and 2025 was as follows:

Foreign Currency Translation Adjustments
(In millions)Foreign Currency Translation Adjustments, Net of Tax (1)Unrealized Gains (Losses) on Net Investment Hedges, Net of Tax (2)Unrealized Gains on Cash Flow and Other Hedges, Net of Tax (3)Unrealized Gains on Other Components of Benefit Plans, Net of TaxTotal Accumulated Other Comprehensive Loss
Balance, March 31, 2026$(708)$(58)$5$16$(745)
Other comprehensive income (loss) before reclassifications(84)536—(25)
Amounts reclassified to earnings and other2———2
Other comprehensive income (loss)(82)536—(23)
Balance, September 30, 2026$(790)$(5)$11$16$(768)

(1)Primarily results from the conversion of non-U.S. dollar financial statements of the Company’s operations in Canada into the Company’s reporting currency, U.S. dollars.

(2)Amounts recorded for the six months ended September 30, 2026 include gains of $72 million related to net investment hedges from cross-currency swaps, which are net of income tax expense of $(19) million.

(3)Amounts recorded for the six months ended September 30, 2026 include gains of $3 million from forward-starting interest rate swap locks and net gains of $5 million from cross-currency swaps, net of income tax expense of $(2) million.

Foreign Currency Translation Adjustments
(In millions)Foreign Currency Translation Adjustments, Net of Tax (1)Unrealized Gains (Losses) on Net Investment Hedges, Net of Tax (2)Unrealized Gains (Losses) on Cash Flow and Other Hedges, Net of Tax (3)Unrealized Gains (Losses) on Other Components of Benefit Plans, Net of TaxTotal Accumulated Other Comprehensive Loss
Balance, March 31, 2025$(989)$47$(4)$14$(932)
Other comprehensive income (loss)116(100)9(1)24
Balance, September 30, 2025$(873)$(53)$5$13$(908)

(1)Primarily results from the conversion of non-U.S. dollar financial statements of the Company’s operations in Canada and Norway into the Company’s reporting currency, U.S. dollars.

(2)Amounts recorded for the six months ended September 30, 2025 include losses of $(135) million related to net investment hedges from cross-currency swaps, which are net of income tax benefit of $35 million.

(3)Amounts recorded for the six months ended September 30, 2025 include gains of $12 million primarily from cash flow hedges from foreign currency forwards, net of income tax expense of $(3) million.

  1. Segments of Business

The Company reports its financial results infour reportable segments: North American Pharmaceutical, Oncology & Multispecialty, Prescription Technology Solutions, and Medical-Surgical Solutions. The Company’s former Norwegian operations were included in Other until its divestiture on January 30, 2026. The organizational structure also includes Corporate, which consists of income and expenses associated with administrative functions and projects, and the results of certain investments. This segment structure reflects how the Company’s Chief Executive Officer, who is the chief operating decision maker (“CODM”), allocates resources and assesses performance. The factors for determining the reportable segments include the manner in which management evaluates the performance of the Company combined with the nature of the individual business activities. The Company evaluates the performance of its reportable segments on a number of measures, including revenues and operating profit before interest expense and income taxes.

The CODM uses operating profit before interest expense and income taxes to assess performance and allocate resources for each reportable segment during the Company’s annual long-term planning process and through quarterly operating reviews focused on each segment’s results compared to the budget and rolling forecast. The CODM is regularly provided with budgeted or forecasted expense information for the segment and also uses consolidated expense information. Assets by segment are not a measure used to assess the performance of the Company by the CODM and thus are not reported in the Company’s disclosures.

The North American Pharmaceutical segment provides distribution and logistics services for branded, generic, specialty, biosimilar and over-the-counter pharmaceutical drugs along with other healthcare-related products to customers in the U.S. and Canada. In addition, the segment sells financial, operational, and clinical solutions to pharmacies (retail, hospital, alternate sites) and provides consulting, outsourcing, technological, and other services.

The Oncology & Multispecialty segment includes provider solutions that encompass specialty drug distribution, group purchasing organizations, infusion services, direct to patient pharmacy capabilities, cell and gene therapy services with InspiroGene, technology solutions, practice consulting services, and vaccine distribution. In addition, the segment supports The U.S. Oncology Network, one of the largest networks of physician-led, integrated, community-based oncology practices dedicated to advancing high-quality, evidence-based cancer care in the U.S. The segment also includes PRISM Vision, which drives patient outcomes in a retina and ophthalmology setting. Combined with Sarah Cannon Research Institute and the technology business, Ontada, this segment provides research, insights, technologies, and services that address and improve cancer and specialty care.

The Prescription Technology Solutions segment helps solve medication access, affordability, and adherence challenges for patients by working across healthcare to connect patients, pharmacies, providers, pharmacy benefit managers, health plans, and biopharma companies. Prescription Technology Solutions serves the Company’s biopharma and life sciences partners, delivering innovative solutions that help people get the medicine they need to live healthier lives. This segment offers technology services, which includes electronic prior authorization, prescription price transparency, benefit insight, dispensing support services, and patient enrollment, in addition to third-party logistics and wholesale distribution support designed to benefit stakeholders.

The Medical-Surgical Solutions segment is a leading provider of medical-surgical supplies, laboratory equipment and pharmaceutical distribution, logistics, and other services to non-acute settings in the U.S. These include healthcare providers operating in ambulatory care environments, such as physician offices, surgery centers, and hospital reference labs, as well as extended care settings, including nursing homes, hospice and home health care agencies, government facilities and online marketplaces and retailers. This segment offers national brand medical-surgical products as well as its own line of more than 4,000 high-quality products through a network of distribution centers in the U.S. During fiscal 2026, the Company announced its intention to separate this segment into an independent company. As a part of the separation strategy, on June 1, 2026, the Company completed a transaction under which Apollo Funds acquired an approximately 13% minority ownership interest in the Company’s Medical‑Surgical Solutions business through an investment of approximately $1.25 billion in the business’s convertible preferred equity. The Company recognized a redeemable noncontrolling interest associated with the divested portion of the Medical‑Surgical Solutions segment. McKesson retains operating control and majority ownership of Medical-Surgical Solutions and continues to consolidate this segment into its consolidated financial statements.

The Company’s former Norwegian operations, which provided distribution and services to wholesale and retail customers in Norway where it owned, partnered, or franchised with retail pharmacies, were included in Other. During fiscal 2026, the Company completed the sale of the Norway disposal group. Refer to Financial Note 2, “Business Acquisitions and Divestitures,” for more information.

Financial information relating to the Company’s reportable segments and reconciliations to the consolidated totals was as follows:

Three Months Ended September 30,Six Months Ended September 30,
(In millions)2026202520262025
Segment revenues (1)
North American Pharmaceutical$91,360$86,481$178,133$169,210
Oncology & Multispecialty14,98012,04429,20222,702
Prescription Technology Solutions1,5201,3763,0862,810
Medical-Surgical Solutions3,0972,9475,9165,648
Other—302—607
Total revenues$110,957$103,150$216,337$200,977
Other segment expense, net (2)
North American Pharmaceutical (3)$90,273$85,629$176,143$167,764
Oncology & Multispecialty (4)14,62811,71228,52522,158
Prescription Technology Solutions (5)1,2451,1322,5852,313
Medical-Surgical Solutions (6)2,9332,7275,6305,207
Other—274—566
Total other segment expense, net$109,079$101,474$212,883$198,008
Segment operating profit
North American Pharmaceutical$1,087$852$1,990$1,446
Oncology & Multispecialty352332677544
Prescription Technology Solutions275244501497
Medical-Surgical Solutions164220286441
Other—28—41
Subtotal1,8781,6763,4542,969
Corporate expenses, net (7)(211)(207)(402)(400)
Interest expense(105)(74)(182)(123)
Income before income taxes$1,562$1,395$2,870$2,446
Segment depreciation and amortization (8)
North American Pharmaceutical$41$32$80$64
Oncology & Multispecialty6271128113
Prescription Technology Solutions20203941
Medical-Surgical Solutions27235345
Other—1—4
Corporate47419278
Total segment depreciation and amortization$197$188$392$345
Segment expenditures for long-lived assets (9)
North American Pharmaceutical$61$74$125$135
Oncology & Multispecialty16233447
Prescription Technology Solutions2—21
Medical-Surgical Solutions16324357
Other—4—5
Corporate286371140
Total segment expenditures for long-lived assets$123$196$275$385

FINANCIAL NOTES (CONCLUDED)

(1)Revenues from services on a disaggregated basis represent less than 1% of the North American Pharmaceutical segment’s total revenues, approximately 7% of the Oncology & Multispecialty segment’s total revenues, approximately 40% of the Prescription Technology Solutions segment’s total revenues, and less than 1% of the Medical-Surgical Solutions segment’s total revenues. The Company’s Norwegian operations were included in Other.

(2)Other segment expense, net includes cost of sales, total operating expenses, as well as other income, net, for the Company’s reportable segments.

(3)The Company’s North American Pharmaceutical other segment expense, net includes the following:

related to the bankruptcy of the Company’s customer Rite Aid Corporation (including certain of its subsidiaries, “Rite Aid”), the Company recorded a provision for bad debts of $189 million during the six months ended September 30, 2025. This was recorded within “Selling, distribution, general, and administrative expenses” in the Company’s Condensed Consolidated Statements of Operations; and

cash receipts for the Company’s share of antitrust legal settlements were $50 million for the three months ended September 30, 2026, and $56 million and $8 million for the six months ended September 30, 2026 and 2025, respectively.

(4)The Company’s Oncology & Multispecialty other segment expense, net includes the following:

a net gain of $51 million for the three and six months ended September 30, 2025 related to the sale of an investment and market decisions, which was recorded within “Selling, distribution, general, and administrative expenses” in the Company’s Condensed Consolidated Statement of Operations.

(5)The Company’s Prescription Technology Solutions other segment expense, net includes the following:

restructuring charges of $18 million and $79 million for the three and six months ended September 30, 2026, respectively, for restructuring initiatives as discussed in Financial Note 3, “Restructuring, Impairment, and Related Charges, Net.”

(6)The Company’s Medical-Surgical Solutions other segment expense, net includes the following:

net charges of $42 million and $87 million for the three and six months ended September 30, 2026, respectively, related to our planned separation of the Medical-Surgical Solutions business.

(7)Corporate expenses, net include the following:

restructuring charges of $52 million and $38 million for the three months ended September 30, 2026 and 2025, respectively, and $102 million and $67 million for the six months ended September 30, 2026 and 2025, respectively, for restructuring initiatives as discussed in Financial Note 3, “Restructuring, Impairment, and Related Charges, Net;”

a credit of $36 million for the six months ended September 30, 2026 related to the estimated liability for opioid related claims, as discussed in Financial Note 11, “Commitments and Contingent Liabilities;” and

charges of $4 million and $27 million for the three and six months ended September 30, 2026, respectively, related to the planned separation of the Medical-Surgical Solutions business.

(8)Amounts primarily consist of amortization of acquired intangible assets purchased in connection with business acquisitions and capitalized software for internal use as well as depreciation and amortization of property, plant, and equipment, net.

(9)Long-lived assets consist of property, plant, and equipment, net and capitalized software.

Long-lived assets by geographic area were as follows:

(In millions)September 30, 2026March 31, 2026
Long-lived assets
United States$3,162$3,177
Foreign269255
Total long-lived assets$3,431$3,432
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FINANCIAL REVIEW

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