Annual Report
Fiscal Year Ended March 31, 2012
Financial Results
Total Revenue (in billions)
Adjusted EPS*
21% INCREASE
$122.7
$101.7
81% INCREASE
$6.38
$3.53
2008
2012
2008
2012
Five-Year Cumulative Total Return**
McKESSON CORPORATION
S&P 500 INDEX
VALUE LINE HEALTH CARE INDEX
$100.00
$89.81
$156.68
$139.72
$114.92
$60.73
2007
2008
2009
2010
2011
2012
**Assumes $100 invested in McKesson’s common stock and in each index on March 31, 2007, and that all dividends are reinvested.
Letter from John Hammergren
Dear Fellow Stockholders,
I am pleased to report that
McKesson continued its
strong performance in fi scal
2012, generating double-digit
growth in both revenues and
earnings. Once again, our
fi nancial results were driven
by outstanding execution,
deep customer relationships,
and a broad portfolio of
solutions that enable better
business performance,
improved care delivery and
greater connectivity across
the industry.
McKesson grew revenues to a record $122.7 billion, an increase
of 10%. Full-year adjusted earnings per diluted share was $6.38*,
up 20%, and cash flow from operations totaled $2.9 billion. We
ended fiscal year 2012 with cash and cash equivalents of $3.1 billion,
providing the financial strength and flexibility to make investments
that position us for future growth.
Distribution Solutions fueled our strong performance, with revenues
for the segment up 10% and adjusted operating profit up 13%*. U.S.
pharmaceutical distribution revenues also increased 10%, reflecting
market growth and new business with existing customers. We are
particularly proud that the Department of Veterans Affairs renewed
its distribution agreement with McKesson, enabling us to continue
serving our nation’s veterans. Across the distribution segment,
we enhanced our value to customers through our unmatched service
levels, global sourcing capabilities and customized solution offerings.
In Technology Solutions, we increased revenues 4% to $3.3 billion
and grew adjusted operating profit by 21%*. We continued to
expand our solution set for hospitals and health systems, payers,
pharmacies and physician practices, with a focus on helping them
use information technology to address their financial, clinical and
integration needs. We are working closely with our customers in all
markets to help them prepare for near-term requirements and to
position them for long-term success in a world of evolving payment
models, greater consumer empowerment and increased pressure
to improve quality and efficiency.
Throughout the year, we used our strong balance sheet and cash
flow to create value for our stockholders. Among the many highlights,
we acquired the independent banner and franchise businesses
of the Katz Group Canada Inc., extending our market leadership
in Canada. Looking forward, we plan to continue our portfolio
approach to capital deployment with a mix of acquisitions, share
repurchases, dividends and internal capital spending.
Fiscal 2013 will mark McKesson’s 180th year as a company, and
I am more optimistic than ever about our future. Working in
partnership with our customers and suppliers, McKesson is uniquely
positioned to help improve the business and clinical performance
of all sectors of the industry, leading to better care for patients, and
ultimately better health for all. On behalf of the Board of Directors
and our employees, thank you for your commitment to McKesson.
John Hammergren
Chairman of the Board, President
and Chief Executive Offi cer
McKesson Corporation
*See Appendix A to this 2012 Annual Report for a reconciliation of earnings per share and operating profit as reported under U.S. generally accepted accounting principles (“GAAP”) to adjusted earnings per
share and adjusted operating profit. Non-GAAP measures such as adjusted earnings per share and adjusted operating profit should be viewed in addition to, and not as an alternative for, financial results
prepared in accordance with GAAP.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(cid:59) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended March 31, 2012
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______ to
______
Commission File Number 1-13252
McKESSON CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
94-3207296
(I.R.S. Employer Identification No.)
One Post Street, San Francisco, California
(Address of principal executive offices)
94104
(Zip Code)
(415) 983-8300
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
(Title of each class)
Common Stock, $0.01 par value
(Name of each exchange on which registered)
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act. Yes (cid:59) No (cid:133)
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of
the Act. Yes (cid:133) No (cid:59)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:59)
No (cid:133)
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site,
if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files). Yes (cid:59) No (cid:133)
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of
this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. (cid:59)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and
“smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer (cid:59)
Non-accelerated filer (cid:133) (Do not check if a smaller reporting company)
Accelerated filer (cid:133)
Smaller reporting company (cid:133)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes (cid:133) No (cid:59)
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant,
computed by reference to the closing price as of the last business day of the registrant’s most recently completed
second fiscal quarter, September 30, 2011, was approximately $17.8 billion.
Number of shares of common stock outstanding on April 16, 2012: 235,397,188
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s Proxy Statement for its 2012 Annual Meeting of Stockholders are incorporated by
reference into Part III of this Annual Report on Form 10-K.
McKESSON CORPORATION
TABLE OF CONTENTS
Item
Page
PART I
1.
Business ...........................................................................................................................................
3
1A.
Risk Factors .....................................................................................................................................
1B.
Unresolved Staff Comments ...........................................................................................................
2.
3.
4.
5.
6.
7.
Properties .........................................................................................................................................
Legal Proceedings ...........................................................................................................................
Mine Safety Disclosures ..................................................................................................................
Executive Officers of the Registrant ...............................................................................................
PART II
Market for the Registrant’s Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities ..............................................................................................
Selected Financial Data ...................................................................................................................
Management’s Discussion and Analysis of Financial Condition and Results of Operations .........
7A.
Quantitative and Qualitative Disclosures About Market Risk.........................................................
Financial Statements and Supplementary Data ...............................................................................
11
22
22
22
22
23
24
27
28
50
51
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ..........
105
9A.
Controls and Procedures ..................................................................................................................
105
9B.
Other Information ............................................................................................................................
105
PART III
10.
11.
12.
13.
14.
Directors, Executive Officers and Corporate Governance ..............................................................
106
Executive Compensation .................................................................................................................
106
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.............................................................................................................................................
106
Certain Relationships and Related Transactions and Director Independence .................................
108
Principal Accounting Fees and Services .........................................................................................
108
PART IV
15.
Exhibits and Financial Statement Schedule .....................................................................................
109
Signatures ........................................................................................................................................
110
2
8.
9.
McKESSON CORPORATION
PART I
Item 1.
Business.
General
McKesson Corporation (“McKesson,” the “Company,” the “Registrant” or “we” and other similar pronouns), is
a Fortune 15 corporation that delivers pharmaceuticals, medical supplies and health care information technologies
that make health care safer while reducing costs.
The Company’s fiscal year begins on April 1 and ends on March 31. Unless otherwise noted, all references in
this document to a particular year shall mean the Company’s fiscal year.
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and
amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the “Exchange Act,”) are available free of charge on our website (www.mckesson.com under the
“Investors – Financial Information – SEC Filings” caption) as soon as reasonably practicable after we electronically
file such material with, or furnish it to, the Securities and Exchange Commission (“SEC” or the “Commission”).
The content on any website referred to in this Annual Report on Form 10-K is not incorporated by reference into this
report, unless expressly noted otherwise.
The public may also read or copy any materials that we file with the SEC at the SEC’s Public Reference Room
at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains reports, proxy
and information statements, and other information regarding issuers, including the Company, that file electronically
with the SEC. The address of the website is http://www.sec.gov.
Business Segments
We operate in two segments. The McKesson Distribution Solutions segment distributes ethical and proprietary
drugs, medical-surgical supplies and equipment and health and beauty care products throughout North America.
This segment also provides specialty pharmaceutical solutions for biotech and pharmaceutical manufacturers, and
practice management, technology, clinical support and business solutions to oncology and other specialty practices
operating in the community setting. In addition, this segment sells financial, operational and clinical solutions for
pharmacies (retail, hospital, alternate site) and provides consulting, outsourcing and other services. This segment
includes a 49% interest in Nadro, S.A. de C.V. (“Nadro”), one of the leading pharmaceutical distributors in Mexico.
The McKesson Technology Solutions segment delivers enterprise-wide clinical, patient care, financial, supply
chain, strategic management software solutions, pharmacy automation for hospitals, as well as connectivity,
outsourcing and other services, including remote hosting and managed services, to healthcare organizations. This
segment also includes our Payer group of businesses, which includes our InterQual® clinical criteria solution,
medical management tools, claims payment solutions, network performance tools and care management programs.
This segment’s customers include hospitals, physicians, homecare providers, retail pharmacies and payers from
North America, the United Kingdom, Ireland, other European countries and Israel.
Net revenues for our segments for the last three years were as follows:
(Dollars in billions)
Distribution Solutions
Technology Solutions
Total
2012
2011
2010
$ 119.4
3.3
$ 122.7
97%
3%
100%
$ 108.9
3.2
$ 112.1
97%
3%
100%
$ 105.6
3.1
$ 108.7
97%
3%
100%
3
Distribution Solutions
McKESSON CORPORATION
McKesson Distribution Solutions consists of the following businesses: U.S. Pharmaceutical Distribution,
McKesson Canada, Medical-Surgical Distribution, McKesson Pharmacy Systems and Automation and McKesson
Specialty Health. This segment also includes our 49% interest in Nadro.
U.S. Pharmaceutical Distribution: This business supplies pharmaceuticals and/or other healthcare-related
products to customers in three primary customer channels: (1) retail national accounts (including national and
regional chains, food/drug combinations, mail order pharmacies and mass merchandisers); (2) independent retail
pharmacies; and (3) institutional healthcare providers (including hospitals, health systems, integrated delivery
networks, clinics and alternate site providers). This business also provides solutions and services to pharmaceutical
manufacturers. This business sources materials and products from a wide-array of different suppliers, including the
production of certain generic pharmaceutical drugs through a contract-manufacturing program.
Our U.S. pharmaceutical distribution business operates and serves thousands of customer locations through a
network of 28 distribution centers, as well as a primary redistribution center, a strategic redistribution center and two
repackaging facilities, serving all 50 states and Puerto Rico. We invest in technology and other systems at all of our
distribution centers to enhance safety and reliability and provide the best product availability for our customers. For
example, in all of our distribution centers we use Acumax® Plus, an award-winning technology that integrates and
tracks all internal inventory-related functions such as receiving, put-away and order fulfillment. Acumax® Plus
uses bar code technology, wrist-mounted computer hardware and radio frequency signals to provide customers with
real-time product availability and industry-leading order quality and fulfillment in excess of 99.9% adjusted
accuracy. In addition, we offer Mobile ManagerSM, which integrates portable handheld technology with Acumax®
Plus to give customers complete ordering and inventory control. We also offer McKesson ConnectSM, an Internet-
based ordering system that provides item lookup and real-time inventory availability as well as ordering, purchasing,
third-party reconciliation and account management functionality. Together, these features help ensure customers
have the right products at the right time for their facilities and patients.
To maximize distribution efficiency and effectiveness, we follow the Six Sigma methodology — an analytical
approach that emphasizes setting high-quality objectives, collecting data and analyzing results to a fine degree in
order to improve processes, reduce costs and minimize errors. We continue to implement information systems to
help achieve greater consistency and accuracy both internally and for our customers.
The major offerings of the McKesson U.S. Pharmaceutical Distribution business by customer group can be
categorized as retail national accounts, independent retail pharmacies and institutional healthcare providers.
Retail National Accounts — Business solutions that help national account customers increase revenues and
profitability. Solutions include:
(cid:120)
(cid:120)
(cid:120)
(cid:120)
(cid:120)
Central FillSM — Prescription refill service that enables pharmacies to more quickly refill prescriptions
remotely, more accurately and at a lower cost, while reducing inventory levels and improving customer service.
Redistribution Centers — Two facilities totaling over 500 thousand square feet that offer access to inventory for
single source warehouse purchasing, including pharmaceuticals and biologicals. These distribution centers also
provide the foundation for a two-tiered distribution network that supports best-in-class direct store delivery.
EnterpriseRx® — A Software as a Service (SaaS) pharmacy management system, that allows large retail chain,
health system, and retail independent pharmacies to meet demand for prescriptions while maximizing profits
and optimizing operations.
RxPakSM — Bulk-to-bottle repackaging service that leverages our purchasing scale and supplier relationships to
provide pharmaceuticals at reduced prices, help increase inventory turns and reduce working capital investment.
Inventory Management – An integrated solution comprising forecasting software and automated replenishment
technologies that reduce inventory-carrying costs.
(cid:120) McKesson OneStop Generics® — Generic pharmaceutical purchasing program that helps pharmacies maximize
their cost savings with a broad selection of generic drugs, low pricing and one-stop shopping.
4
McKESSON CORPORATION
Independent Retail Pharmacies — Solutions for managed care contracting, branding and advertising,
merchandising, purchasing, operational efficiency and automation that help independent pharmacists focus on
patient care while improving profitability. Solutions include:
(cid:120) Health Mart® —Health Mart® is a national network of more than 2,900 independently-owned pharmacies and
is one of the industry’s most comprehensive pharmacy franchise programs. Health Mart® provides franchisees
with managed care that drives pharmacy benefit manager recognition, branding that drives consumer
recognition along with its Health Mart private label line of products, in-store programs that drive manufacturer
and payer recognition and community advocacy programs that drive industry recognition. Health Mart® helps
franchisees grow their businesses by focusing on the three principles of successful retailing:
– Attract new customers;
– Maximize the value of current customers; and
–
Enhance business efficiency.
(cid:120) AccessHealth® — Comprehensive managed care and reconciliation assistance services that help independent
pharmacies save time, access competitive reimbursement rates and improve cash flow.
(cid:120) McKesson Reimbursement AdvantageSM (“MRA”) — MRA is one of the industry’s most comprehensive
reimbursement optimization packages, comprising financial services (automated claim resubmission), analytic
services and customer care.
(cid:120) McKesson OneStop Generics® — described above.
(cid:120)
(cid:120)
EnterpriseRx® — described above.
Sunmark® — Complete line of more than 700 products that provide retail independent pharmacies with value-
priced alternatives to national brands.
FrontEdge™ — Strategic planning, merchandising and price maintenance program that helps independent
pharmacies maximize store profitability.
(cid:120)
(cid:120) McKesson Home Health Care — Comprehensive line of more than 1,800 home health care products, including
durable medical equipment, diabetes supplies, self-care supplies and disposables from national brands and the
Sunmark® line.
Institutional Healthcare Providers — Electronic ordering/purchasing and supply chain management systems that
help customers improve financial performance, increase operational efficiencies and deliver better patient care.
Solutions include:
(cid:120) McKesson Pharmacy Optimization® — An experienced group of pharmacy professionals providing consulting
services and pharmacy practice resources. McKesson Pharmacy Optimization® develops customized and
quantifiable solutions that help hospitals create and sustain financial, operational and clinical results.
Fulfill-RxSM — Ordering and inventory management system that integrates McKesson pharmaceutical
distribution services with our automation solutions, thus empowering hospitals to optimize the often
complicated and disjointed processes related to unit-based cabinet replenishment and inventory management.
(cid:120) Asset Management — Award-winning inventory optimization and purchasing management program that helps
(cid:120)
(cid:120)
institutional providers lower costs while ensuring product availability.
SKY Packaging — Blister-format packaging containing the most widely prescribed dosages and strengths in
generic oral-solid medications. SKY Packaging enables acute care, long-term care and institutional pharmacies
to provide cost-effective, uniform packaging.
(cid:120) McKesson OneStop Generics® — Generic pharmaceutical purchasing program that enables acute care and
alternate site pharmacies to capture the full potential of purchasing generic pharmaceuticals.
(cid:120) McKesson 340B Solution Suite — Solutions that help providers manage, track and report on medication
replenishment associated with the federal 340B Drug Pricing Program.
(cid:120) High Performance Pharmacy® — Framework that identifies and categorizes hospital pharmacy best practices to
help improve clinical outcomes and financial results. The High Performance Pharmacy Assessment Tool
enables hospital pharmacies to measure against comparable institutions and chart a step-by-step path to high
performance.
5
McKESSON CORPORATION
McKesson Canada: McKesson Canada, a wholly-owned subsidiary, is one of the largest pharmaceutical
distributors in Canada. McKesson Canada, through its network of 16 distribution centers, provides logistics and
distribution to more than 800 manufacturers – delivering their products to retail pharmacies, hospitals, long-term
care centers, clinics and institutions throughout Canada. Beyond pharmaceutical distribution, logistics and order
fulfillment, McKesson Canada has automated over 2,500 retail pharmacies and is also active in hospital automation
solutions, dispensing more than 100 million doses each year. In partnership with other McKesson businesses,
McKesson Canada provides a full range of services to Canadian manufacturers and healthcare providers,
contributing to the quality and safety of care for patients. On March 25, 2012, we acquired substantially all of the
assets of Drug Trading Company Limited, the independent banner business of the Katz Group Canada Inc. (“Katz
Group”), and Medicine Shoppe Canada Inc., the franchise business of the Katz Group. The acquisition of the assets
from the Drug Trading Company Limited consists of a marketing and purchasing arm of more than 850
independently owned pharmacies in Canada. The acquisition of Medicine Shoppe Canada Inc. consists of the
franchise business of providing services to more than 160 independent pharmacies in Canada.
Medical–Surgical Distribution: This business provides medical-surgical supply distribution, equipment,
logistics and other services to healthcare providers including physicians’ offices, surgery centers, extended care
facilities, homecare and occupational health sites through a network of 28 distribution centers within the U.S. This
business is a leading provider of supplies to the full range of alternate-site healthcare facilities, including physicians’
offices, clinics and surgery centers (primary care), long-term care, occupational health facilities and homecare sites
(extended care). Through a variety of technology products and services geared towards the supply chain, our
Medical-Surgical Distribution business is focused on helping its customers operate more efficiently while providing
one of the industry’s most extensive product offerings, including our own private label line. This business also
includes ZEE® Medical, one of the most extensive product offerings in the industry of first aid, safety and training
solutions, providing services to industrial and commercial customers. This business offers an extensive line of
products and services aimed at maximizing productivity and minimizing the liability and cost associated with
workplace illnesses and injuries.
McKesson Pharmacy Systems and Automation: This business supplies integrated pharmacy management
systems, automated dispensing systems and related services to retail, outpatient, central fill, specialty and mail order
pharmacies. Its primary offering is EnterpriseRx®, a Software as a Service (SaaS) pharmacy management system,
that allows large retail chain, health system, and retail independent pharmacies to meet demand for prescriptions
while maximizing profits and optimizing operations. We also own a 39% interest in Parata, which sells automated
pharmacy and supply management systems and services to retail and institutional pharmacies.
McKesson Specialty Health: This business provides solutions for oncology and other specialty practices
operating in communities across the country, as well as for pharmaceutical and biotech suppliers who manufacture
specialty drugs and vaccines. Through expertise in specialty drug distribution, commercialization, revenue cycle
and practice management and reimbursement support, McKesson Specialty Health allows the community patient
care delivery system and facilitates collaboration among community healthcare providers, drug manufacturers and
payers. We provide direct-to-physician specialty distribution services, ensuring supply chain safety and delivery of
specialty drugs in manufacturer recommended conditions. Third party logistics, or 3PL, are offered primarily for
vaccine distribution, including our exclusive distributor relationship in the Center for Disease Control and
Prevention’s (CDC) Vaccines for Children program. We also offer our industry leading Lynx® integrated
technologies, the iKnowMedSM Electronic Health record, and clinical and practice management tools, all of which
help community practices improve inventory management, practice workflow and reimbursement processes, as well
as deliver business efficiencies and clinical-decision support. McKesson Specialty Health works with manufacturers
across all phases of the product development and commercialization lifecycle, including clinical research, to
optimize delivery of complex medication to patients. Through custom distribution and safety programs, we help
support appropriate product utilization, as well as the development and management of Risk Evaluation Mitigation
Strategies (“REMS”), reimbursement, healthcare informatics and patient access programs, and to enable
manufacturers to deliver cost effective patient access to needed therapies. McKesson Specialty Health supports The
US Oncology Network and US Oncology Research. The US Oncology Network unites one of the largest network of
community oncologists in the United States, and through collaboration and shared purpose, provides the clinical,
research, technology and business resources to ensure the growth and vitality of these independent, community-
based oncology practices. US Oncology Research is one of the nation’s largest research networks, specializing in
Phase I – Phase IV oncology clinical trials.
6
Technology Solutions
McKESSON CORPORATION
Our Technology Solutions segment provides a comprehensive portfolio of software, automation, support and
services to help healthcare organizations improve quality and patient safety, reduce the cost and variability of care
and better manage their resources and revenue stream. This segment also includes our InterQual® clinical criteria
solution, medical management tools, claims payment solutions, network performance tools and care management
programs. Technology Solutions markets its products and services to integrated delivery networks, hospitals,
physician practices, home healthcare providers, retail pharmacies and payers. Our solutions and services are sold
internationally through subsidiaries and/or distribution agreements in Canada, United Kingdom, Ireland, other
European countries and Israel.
The product portfolio for the Technology Solutions segment is designed to address a wide array of healthcare
clinical and business performance needs ranging from medication safety and information access to revenue cycle
management, resource utilization and physician adoption of electronic health records (“EHR”). Analytics software
enables organizations to measure progress as they automate care processes for optimal clinical outcomes, business
and operating results and regulatory compliance. To ensure that organizations achieve the maximum value for their
information technology investment, we also offer a wide range of services to support the implementation and use of
solutions as well as assist with business and clinical redesign, process re-engineering and staffing (both information
technology and back-office).
Key solution areas are as follows:
Clinical and financial management: We provide comprehensive clinical and financial information systems for
hospitals and health systems of all sizes. These systems are designed to improve the safety and quality of patient
care and improve clinical, financial and operational performance. Clinical functionality includes a data repository,
care planning, physician order entry and documentation, nursing documentation with bar-coded medication
administration, laboratory, radiology, pharmacy, surgical management, emergency department and ambulatory EHR
systems, a Web-based physician portal and a comprehensive solution for homecare. Revenue management solutions
are designed to improve financial performance by reducing days in accounts receivable, preventing insurance claim
denials, reducing costs and improving productivity. Solutions include online patient billing, contract management,
electronic claims processing and coding compliance checking. These solutions streamline patient access and help
organizations to forecast financial responsibility for constituents before and during care, allowing providers to
collect their reimbursements more quickly and at a lower cost.
Enterprise imaging: In addition to document imaging to facilitate maintenance and access to complete medical
records, we offer medical imaging and information management systems for healthcare enterprises, including a
picture archiving communications system, a radiology information system and a comprehensive cardiovascular
information system. Our enterprise-wide approach to medical imaging enables organizations to take advantage of
specialty-specific workstations while building an integrated image repository that manages all of the images and
information captured throughout the care continuum.
Performance management: Performance management solutions are designed to enhance an organization’s
ability to plan and optimize quality care delivery. Enterprise visibility and performance analytics provide business
intelligence that enables providers to manage capacity, outcomes, productivity and patient flow. Workforce
management solutions assist caregivers with staffing and maintaining labor rule continuity between scheduling, time
and attendance and payroll. A comprehensive supply chain management solution integrates enterprise resource
planning applications, including financials, materials, human resources/payroll, with scheduling, point of use,
surgical and anesthesia services and enterprise-wide analytics.
Automation: Automation solutions include technologies that help hospitals re-engineer and improve their
medication use processes. Examples include centralized pharmacy automation for dispensing unit-dose
medications, unit-based cabinet technologies for secure medication storage and rapid retrieval and an anesthesia cart
for dispensing of medications in the operating room. Based on a foundation of bar-code scanning technology, these
integrated solutions are designed to reduce errors and bring new levels of safety to patients.
7
McKESSON CORPORATION
Physician practice solutions: We provide a complete solution for physician practices of all sizes that includes
software, revenue cycle outsourcing and connectivity services. Software solutions include practice management and
EHR software for physicians of every size and specialty. Our physician practice offering also includes outsourced
billing and collection services as well as services that connect physicians with their patients, hospitals, retail
pharmacies and payers. Revenue cycle outsourcing enables physician groups to avoid the infrastructure investment
and administrative costs of an in-house billing office. Services include clinical data collection, data input, medical
coding, billing, contract management, cash collections, accounts receivable management and extensive reporting of
metrics related to the physician practice.
Connectivity: Through our vendor-neutral RelayHealth® and its intelligent network, the Company provides
health information exchange and revenue cycle management solutions that streamline clinical, financial and
administrative communication between patients, providers, payers, pharmacies, manufacturers, government and
financial institutions. RelayHealth® helps to accelerate the delivery of high-quality care and improve financial
performance through online consultation of physicians by patients, electronic prescribing by physicians, point-of-
service resolution of pharmacy claims by payers, pre-visit financial clearance of patients by providers and post-visit
settlement of provider bills by payers and patients. RelayHealth® securely processes more than 16 billion financial
and clinical transactions annually.
In addition to the product offerings described above, Technology Solutions offers a comprehensive range of
services to help organizations derive greater value, enhance satisfaction and return on investment throughout the life
of the solutions implemented. The range of services includes:
Technology Services: Technology services supports the smooth operation of numerous organizations’
information systems by providing the technical infrastructure designed to maximize application accessibility,
availability, security and performance.
Outsourcing Services: With these services, we help providers focus their resources on delivering healthcare
while managing their revenue cycle operations and information technology through a comprehensive suite of
managed services. Services include full and partial revenue cycle outsourcing, remote hosting, managing hospital
data processing operations, payroll processing, and business office administration.
Professional Services: Professional services help customers achieve business results from their software or
automation investment. A wide array of service options is available, including consulting for business and/or
clinical process improvement and re-design as well as implementation, project management, technical and education
services relating to all products in the Technology Solutions segment.
Payer Group: The following suite of services and software products is marketed to payers, hospitals and
government organizations to help manage the cost and quality of care:
InterQual® Criteria for clinical decision support and utilization management;
Claims payment solutions to facilitate accurate and efficient medical claim payments;
Business intelligence tools for measuring, reporting and improving clinical and financial performance;
(cid:120)
(cid:120)
(cid:120)
(cid:120) Network management tools enable health plans to transform the performance of their networks;
(cid:120) Disease management programs to improve the health status and health outcomes of patients with chronic
conditions;
(cid:120) Nurse advice services to provide health information and recommend appropriate levels of care; and
Clinical and analytical software to support utilization, case and disease management workflows.
(cid:120)
Business Combinations and Discontinued Operation
We have undertaken strategic initiatives in recent years designed to further focus on our core healthcare
businesses and enhance our competitive position. We expect to continue to undertake such strategic initiatives in
the future. These initiatives are detailed in Financial Notes 2 and 7, “Business Combinations” and “Discontinued
Operation,” to the consolidated financial statements appearing in this Annual Report on Form 10-K.
8
Competition
McKESSON CORPORATION
In every area of healthcare distribution operations, our Distribution Solutions segment faces strong competition,
both in price and service, from national, regional and local full-line, short-line and specialty wholesalers, service
merchandisers, self-warehousing chains, manufacturers engaged in direct distribution, third-party logistics
companies and large payer organizations. In addition, this segment faces competition from various other service
providers and from pharmaceutical and other healthcare manufacturers as well as other potential customers of the
segment, which may from time-to-time decide to develop, for their own internal needs, supply management
capabilities that would otherwise be provided by the segment. Price, quality of service, innovation and, in some
cases, convenience to the customer are generally the principal competitive elements in this segment.
Our Technology Solutions segment experiences substantial competition from many firms, including other
software services firms, consulting firms, shared service vendors, certain hospitals and hospital groups, payers, care
management organizations, hardware vendors and internet-based companies with technology applicable to the
healthcare industry. Competition varies in size from small to large companies, in geographical coverage and in
scope and breadth of products and services offered.
Intellectual Property
The principal trademarks and service marks of our Distribution Solutions segment include: AccessHealth®,
AccessMED®, Acumax®, Advancing Cancer Care in America®, Business of PharmacySM, BoP®, CaresRxSM,
Central FillSM, Closed Loop DistributionSM, Comprehensive Strategic Alliance (CSA)SM, CypressSM, Cypress Plus®,
Edwards Medical Supply®, Empowering Healthcare®, EnterpriseRx®, Expect More From MooreSM, FrontEdge™,
Fulfill-RxSM, Heal Living Well After Cancer®, Health Mart®, Heart Profilers & Design®, High Performance
Pharmacy®, Iknowchart™, iKnowMedSM, Innovent®, LoyaltyScript®, Lynx®, Market FocusSM, Max Impact®,
McKesson®, McKesson AdvantageSM, McKesson ConnectSM, McKesson Empowering Healthcare®, McKesson
High Volume SolutionsSM, McKesson Max Rewards®, McKesson OneStop Generics®, McKesson Pharmacy
CentralSM, McKesson Pharmacy Optimization®, McKesson Priority Express OTCSM, McKesson Reimbursement
AdvantageSM, McKesson Supply ManagerSM, MediNet™, Medi-Pak®, Mobile ManagerSM, Moore Medical®,
Moorebrand®, Nexcura®, Northstarx®, Oncology TodaySM, Oncology Today Translating Knowledge Into Cancer
Care®, OncologyRx Care Advantage®, Onmark®, OTN®, Pharma360®, PharmacyRx™, Pharmaserv®,
Radmap™, Research & Education®, RX PakSM, RxOwnership®, Selectplus Oncology®, ServiceFirstSM, Staydry®,
Sterling Medical Services®, Sunmark®, Supply Management OnlineSM, The Supply Experts®, The US Oncology
NetworkSM, TrialScript®, Triangle Design®, United We WinSM, US Cancer AllianceSM, US Oncology®, Valu-
Rite®, XVIII B Medi Mart®, Zee Medical Service®, and ZEE®.
The substantial majority of technical concepts and codes embodied in our Technology Solutions segment’s
computer programs and program documentation are protected as trade secrets. The principal trademarks and service
marks for this segment are: AcuDose-Rx®, ANSOS One-Staff™, Ask-A-Nurse®, Care Fully Connected™,
CareEnhance®, Connect-RN™, Connect-Rx®, CRMS™, DataStat®, ePremis®, Episode Profiler™, E-Script™,
Fulfill-RxSM, HealthQuest™, Horizon Admin-Rx™, Horizon Clinicals®, Horizon Enterprise Revenue
ManagementTM, HorizonWP®,
InterQual®, Lytec®, MedCarousel®, Medisoft®, ORSOS One-Call™,
PACMED™, PakPlus-Rx™, Paragon®, Pathways 2000®, Patterns Profiler™, Per-Se™, Per-Se Technologies®,
PerYourHealth.com®, Practice Partner®, Premis®, ProIntercept®, ProMed®, ProPBM®, RelayHealth®, ROBOT-
Rx®, SelfPace®, Series 2000™, STAR 2000™, SupplyScan™, TRENDSTAR® and WebVisit™.
We also own other registered and unregistered trademarks and service marks and similar rights used by our
business segments. Many of the principal trademarks and service marks are registered in the United States, or
registrations have been applied for with respect to such marks, in addition to certain other jurisdictions. The United
States federal registrations of these trademarks have terms of ten or twenty years, depending on date of registration,
and are subject to unlimited renewals. We believe that we have taken all necessary steps to preserve the registration
and duration of our trademarks and service marks, although no assurance can be given that we will be able to
successfully enforce or protect our rights thereunder in the event that they are subject to third-party infringement
claims. We do not consider any particular patent, license, franchise or concession to be material to our business.
We also hold copyrights in, and patents related to, many of our products.
9
Other Information about the Business
McKESSON CORPORATION
Customers: During 2012, sales to our ten largest customers accounted for approximately 52% of our total
consolidated revenues. Sales to our two largest customers, CVS Caremark Corporation (“CVS”) and Rite Aid
Corporation (“Rite Aid”), accounted for approximately 16% and 10% of our total consolidated revenues. At
March 31, 2012, accounts receivable from our ten largest customers were approximately 49% of total accounts
receivable. Accounts receivable from CVS, Wal-Mart Stores, Inc. (“Walmart”) and Rite Aid were approximately
17%, 10% and 9% of total accounts receivable. We also have agreements with group purchasing organizations
(“GPOs”), each of which functions as a purchasing agent on behalf of member hospitals, pharmacies and other
healthcare providers. The accounts receivables balances are with individual members of the GPOs. Substantially all
of these revenues and accounts receivable are included in our Distribution Solutions segment.
Suppliers: We obtain pharmaceutical and other products from manufacturers, none of which accounted for
more than approximately 6% of our purchases in 2012. The loss of a supplier could adversely affect our business if
alternate sources of supply are unavailable. We believe that our relationships with our suppliers, on the whole, are
good. The ten largest suppliers in 2012 accounted for approximately 45% of our purchases.
A significant portion of our distribution arrangements with the manufacturers provides us compensation based
on a percentage of our purchases. In addition, we have certain distribution arrangements with pharmaceutical
manufacturers that include an inflation-based compensation component whereby we benefit when the manufacturers
increase their prices as we sell our existing inventory at the new higher prices. For these manufacturers, a reduction
in the frequency and magnitude of price increases, as well as restrictions in the amount of inventory available to us,
could have a material adverse impact on our gross profit margin.
Research and Development: Our development expenditures primarily consist of our investment in software
held for sale. We spent $487 million, $471 million and $451 million for development activities in 2012, 2011 and
2010 and of these amounts, we capitalized 10%, 14% and 17%. Development expenditures are primarily incurred
by our Technology Solutions segment. Our Technology Solutions segment’s product development efforts apply
computer technology and installation methodologies to specific information processing needs of hospitals and other
customers. We believe that a substantial and sustained commitment to such expenditures is important to the long-
term success of this business. Additional information regarding our development activities is included in Financial
Note 1, “Significant Accounting Policies,” to the consolidated financial statements appearing in this Annual Report
on Form 10-K.
Environmental Regulation: Our operations are subject to regulations under various federal, state, local and
foreign laws concerning the environment, including laws addressing the discharge of pollutants into the air and
water, the management and disposal of hazardous substances and wastes and the cleanup of contaminated sites. We
could incur substantial costs, including cleanup costs, fines and civil or criminal sanctions and third-party damage or
personal injury claims, if in the future we were to violate or become liable under environmental laws.
We are committed to maintaining compliance with all environmental laws applicable to our operations,
products and services and to reducing our environmental impact across all aspects of our business. We meet this
commitment through an environmental strategy and sustainability program.
We sold our chemical distribution operations in 1987 and retained responsibility for certain environmental
obligations. Agreements with the Environmental Protection Agency and certain states may require environmental
assessments and cleanups at several closed sites. These matters are described further in Financial Note 19, “Other
Commitments and Contingent Liabilities,” to the consolidated financial statements appearing in this Annual Report
on Form 10-K.
10
McKESSON CORPORATION
The liability for environmental remediation and other environmental costs is accrued when the Company
considers it probable and can reasonably estimate the costs. Environmental costs and accruals, including that related
to our legacy chemical distribution operations, are presently not material to our operations or financial position.
Although there is no assurance that existing or future environmental laws applicable to our operations or products
will not have a material adverse impact on our operations or financial condition, we do not currently anticipate
material capital expenditures for environmental matters. Other than the expected expenditures that may be required
in connection with our legacy chemical distribution operations, we do not anticipate making substantial capital
expenditures either for environmental issues, or to comply with environmental laws and regulations in the future.
The amount of our capital expenditures for environmental compliance was not material in 2012 and is not expected
to be material in the next year.
Employees: On March 31, 2012, we employed approximately 37,700 persons compared to 36,400 and 32,500
on March 31, 2011 and 2010.
Financial Information About Foreign and Domestic Operations: Information as to foreign and domestic
operations is included in Financial Notes 1 and 22, “Significant Accounting Policies” and “Segments of Business,”
to the consolidated financial statements appearing in this Annual Report on Form 10-K.
Forward-Looking Statements
This Annual Report to Stockholders, including the Chairman’s 2012 letter, “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” in Item 7 of Part II of this report and the “Risk Factors”
in Item 1A of Part I of this report, contains forward-looking statements within the meaning of section 27A of the
Securities Act of 1933, as amended and section 21E of the Securities Exchange Act of 1934, as amended. Some of
these statements can be identified by use of forward-looking words such as “believes,” “expects,” “anticipates,”
“may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans” or “estimates,” or the negative of these
words, or other comparable terminology. The discussion of financial trends, strategy, plans or intentions may also
include forward-looking statements. Forward-looking statements involve risks and uncertainties that could cause
actual results to differ materially from those projected, anticipated, or implied. Although it is not possible to predict
or identify all such risks and uncertainties, they may include, but are not limited to, the factors discussed in Item 1A
of Part I of this report under “Risk Factors.” The reader should not consider the list to be a complete statement of all
potential risks and uncertainties.
These and other risks and uncertainties are described herein and in other information contained in our publicly
available SEC filings and press releases. Readers are cautioned not to place undue reliance on these forward-
looking statements, which speak only as of the date such statements were first made. Except to the extent required
by federal securities laws, we undertake no obligation to publicly release the result of any revisions to these forward-
looking statements to reflect events or circumstances after the date hereof, or to reflect the occurrence of
unanticipated events.
Item 1A.
Risk Factors.
The risks described below could have a material adverse impact on our financial position, results of operations,
liquidity and cash flows. Although it is not possible to predict or identify all such risks and uncertainties, they may
include, but are not limited to, the factors discussed below. Our business operations could also be affected by
additional factors that are not presently known to us or that we currently consider not to be material to our
operations. The reader should not consider this list to be a complete statement of all risks and uncertainties.
We are subject to legal proceedings that could have a material adverse impact on our financial position and
results of operations.
From time-to-time and in the ordinary course of our business, we and certain of our subsidiaries may become
involved in various legal proceedings involving antitrust, commercial, employment, environmental, intellectual
property, regulatory, tort and other various claims. All such legal proceedings are inherently unpredictable, and the
outcome can result in excessive verdicts and/or injunctive relief that may affect how we operate our business or we
may enter into settlements of claims for monetary damages. In some cases, substantial non-economic remedies or
punitive damages may be sought. For some complaints filed against the Company, we are currently unable to
estimate the amount of possible losses that might be incurred should these legal proceedings be resolved against the
Company.
11
McKESSON CORPORATION
The outcome of litigation and other legal matters is always uncertain and outcomes that are not justified by the
evidence or existing law can occur. The Company believes that it has valid defenses to the legal matters pending
against it and is defending itself vigorously. Nevertheless, it is possible that resolution of one or any combination of
more than one legal matter could result in a material adverse impact on our financial position or results of
operations. For example, we are involved in a number of legal proceedings described in Financial Note 19, “Other
Commitments and Contingent Liabilities,” to the accompanying consolidated financial statements that could have
such an impact, including legal proceedings alleging that we engaged in illegal conduct that caused average
wholesale prices to rise for certain prescription drugs during specified periods.
Litigation is costly, time-consuming and disruptive to normal business operations. The defense of these matters
could also result in continued diversion of our management’s time and attention away from business operations,
which could also harm our business. Even if these matters are not resolved against us, the uncertainty and expense
associated with unresolved legal proceedings could harm our business and reputation. For additional information
regarding certain of the legal proceedings in which we are involved, see Financial Note 19, “Other Commitments
and Contingent Liabilities,” to the accompanying consolidated financial statements.
Changes in the United States healthcare industry and regulatory environment could have a material adverse
impact on our results of operations.
Our products and services are primarily intended to function within the structure of the healthcare financing and
reimbursement system currently being used in the United States. In recent years, the healthcare industry in the
United States has changed significantly in an effort to reduce costs. These changes have included cuts in Medicare
and Medicaid reimbursement levels, consolidation of pharmaceutical and medical-surgical supply distributors and
the development of large, sophisticated purchasing groups. We expect the healthcare industry in the United States to
continue to change and for healthcare delivery models to evolve in the future.
Changes in the healthcare industry’s or our pharmaceutical suppliers’ pricing, selling, inventory, distribution or
supply policies or practices could significantly reduce our revenues and net income. Due to the diverse range of
healthcare supply management and healthcare information technology products and services that we offer, such
changes could have a material adverse impact on our results of operations, while not affecting some of our
competitors who offer a narrower range of products and services.
The majority of our U.S. pharmaceutical distribution business’ agreements with manufacturers are structured to
ensure that we are appropriately and predictably compensated for the services we provide; however, failure to
successfully renew these contracts in a timely and favorable manner could have a material adverse impact on our
results of operations. In addition, branded pharmaceutical price inflation can be the partial economic basis of some
of our distribution business agreements with pharmaceutical manufacturers. If the frequency or rate of branded
price increases slows, it could have a material adverse impact on our results of operations.
In addition, we distribute generic pharmaceuticals, which can be subject to both price deflation and price
inflation. Healthcare and public policy trends indicate that the number of generic drugs will increase next year as a
result of the expiration of certain drug patents. In recent years, our financial results have improved from our generic
drug offerings combined with an increase in the number of generic drug formularies available in the marketplace.
Changes in the availability, pricing trends or reimbursement of these generic drugs, or changes in the rate of increase
in the number of generic drugs, could have a material adverse impact on our results of operations.
Generic drug manufacturers are increasingly challenging the validity or enforceability of patents on branded
pharmaceutical products. During the pendency of these legal challenges, a generics manufacturer may begin
manufacturing and selling a generic version of the branded product prior to the final resolution to its legal challenge
over the branded product’s patent. To the extent we source, contract manufacture, and distribute such generic
products, the brand-name company could assert infringement claims against us. While we generally obtain
indemnification against such claims from generic manufacturers as a condition of distributing their products, there
can be no assurances that these rights will be adequate or sufficient to protect us.
12
McKESSON CORPORATION
In recent years, pharmaceutical suppliers have been subject to increasing consolidation. As a result, a small
number of very large companies control a significant share of the market. Accordingly, we depend on fewer
suppliers for our products and therefore we may be less able to negotiate price terms with suppliers.
Many healthcare organizations also have consolidated to create larger healthcare enterprises with greater market
power. If this consolidation trend continues, it could reduce the size of our target market and give the resulting
enterprises greater bargaining power, which may lead to erosion of the prices for our products and services. In
addition, when healthcare organizations combine they often consolidate infrastructure including IT systems, which
in turn may erode our customer and revenue base.
The healthcare industry is highly regulated, and further regulation of our distribution businesses and computer-
related products and services could impose increased costs, negatively impact our profit margins, and the profit
margins of our customers, delay the introduction or implementation of our new products, or otherwise negatively
impact our business and expose the Company to litigation and regulatory investigations.
Healthcare Fraud: We are subject to extensive and frequently changing local, state and federal laws and
regulations relating to healthcare fraud, waste and abuse, and the government, both state and federal, continues to
strengthen its position and scrutiny over practices involving fraud, waste and abuse affecting Medicare, Medicaid
and other government healthcare programs. Our relationships with pharmaceutical and medical-surgical product
manufacturers and healthcare providers, as well as our provision of products and services to government entities,
subject our business to laws and regulations on fraud and abuse, which among other things: (1) prohibit persons
from soliciting, offering, receiving or paying any remuneration in order to induce the referral of a patient for
treatment or for inducing the ordering or purchasing of items or services that are in any way paid for by Medicare,
Medicaid or other government-sponsored healthcare programs; (2) impose a number of restrictions upon referring
physicians and providers of designated health services under Medicare and Medicaid programs; and (3) prohibit the
knowing submission of a false or fraudulent claim for payment to, and knowing retention of an overpayment by, a
federal health care program such as Medicare and Medicaid. Many of the regulations applicable to us, including
those relating to marketing incentives, are vague or indefinite and have not been interpreted by the courts. They
may be interpreted or applied by a prosecutorial, regulatory, or judicial authority in a manner that could require us to
make changes in our operations. If we fail to comply with applicable laws and regulations, we could become liable
for damages, suffer civil and criminal penalties, including the loss of licenses or our ability to participate in
Medicare, Medicaid and other federal and state healthcare programs.
Reimbursements: Both our profit margins and the profit margins of our customers may be adversely affected by
laws and regulations reducing reimbursement rates for pharmaceuticals, medical treatments and related services, or
changing the methodology by which reimbursement levels are determined. For example, the Patient Protection and
Affordable Care Act and the Health Care and Education Reconciliation Act (collectively the “Affordable Care
Act”), signed into law in 2010, revised the federal upper limits for Medicaid reimbursement for multiple source
generic drugs available for purchase by retail community pharmacies on a nationwide basis to a limit of not less than
175% of the weighted average (determined on the basis of utilization) of the most recently reported monthly average
manufacturer price (“AMP”) using a smoothing process. In addition, Medicare, Medicaid and the State Children’s
Health Insurance Program (“SCHIP”) Extension Act of 2007 requires the Centers for Medicare and Medicaid
Services (“CMS”) to adjust the calculation of the Medicare Part B drug average sales price to an actual sales volume
basis. CMS has proposed new rules for calculating AMP (“Revised AMP”) and is also offering states the option to
replace traditional reimbursement metrics for certain drugs with alternatives such as the average acquisition cost
(“AAC”) method. Under AAC, reimbursement is based on the actual acquisition costs from invoiced amounts and
from a statistically validated cost of dispensing survey. We expect that the use of a Revised AMP benchmark or the
use of an alternative reimbursement metric, such as AAC, would result in a reduction in the Medicaid
reimbursement rates to our customers for certain pharmaceuticals, which could indirectly impact the prices that we
can charge our customers and cause corresponding declines in our profitability. There can be no assurance that
these changes would not have a material adverse impact on our results of operations.
13
McKESSON CORPORATION
Operating, Security and Licensure Standards: We are subject to the operating and security standards of the
Drug Enforcement Administration (the “DEA”), the U. S. Food and Drug Administration (“FDA”), various state
boards of pharmacy, state health departments, the U.S. Department of Health and Human Services (“HHS”), the
CMS and other comparable agencies. Certain of our businesses may be required to register for permits and/or
licenses with, and comply with operating and security standards of the DEA, FDA, HHS, CMS, various state boards
of pharmacy, state health departments and/or comparable state agencies as well as foreign agencies and certain
accrediting bodies, depending upon the type of operations and location of product development, manufacture,
distribution, and sale. As part of these operating, security and licensure standards, we regularly receive requests for
information and occasionally subpoenas from government authorities. Although we believe that we are in
compliance in all material respects with applicable laws and regulations, there can be no assurance that a regulatory
agency or tribunal would not reach a different conclusion concerning the compliance of our operations with
applicable laws and regulations. In addition, there can be no assurance that we will be able to maintain or renew
existing permits, licenses or any other regulatory approvals or obtain without significant delay future permits,
licenses or other approvals needed for the operation of our businesses. Any noncompliance by us with applicable
laws and regulations or the failure to maintain, renew or obtain necessary permits and licenses could have a material
adverse impact on our results of operations.
Pedigree Tracking: There have been increasing efforts by Congress and state and federal agencies, including
state boards of pharmacy and departments of health and the FDA, to regulate the pharmaceutical distribution system
in order to prevent the introduction of counterfeit, adulterated and/or mislabeled drugs into the pharmaceutical
distribution system (“pedigree tracking”). Certain states have adopted or are considering laws and regulations that
are intended to protect the integrity of the pharmaceutical distribution system, while other government agencies are
currently evaluating their recommendations. For example, Florida has adopted pedigree tracking requirements and
California has enacted a law requiring chain of custody technology using radio frequency tagging and electronic
pedigrees, which will be effective for us in July 2016.
In addition, the Food and Drug Administration Amendments Act of 2007, which went into effect on October 1,
2007, requires the FDA to establish standards and identify and validate effective technologies for the purpose of
securing the pharmaceutical supply chain against counterfeit drugs. These standards may include any track-and-
trace or authentication technologies, such as radio frequency identification devices and other similar technologies.
On March 26, 2010, the FDA released the Serialized Numerical Identifier (“SNI”) guidance for manufacturers who
serialize pharmaceutical packaging. We expect to be able to accommodate these SNI regulations in our distribution
operations. Nonetheless, these pedigree tracking laws and regulations could increase the overall regulatory burden
and costs associated with our pharmaceutical distribution business, and could have a material adverse impact on our
results of operations.
Privacy: State, federal and foreign laws regulate the confidentiality of sensitive personal information, how that
information may be used, and the circumstances under which such information may be released. These regulations
govern the disclosure and use of confidential personal and patient medical record information and require the users
of such information to implement specified privacy and security measures. Regulations currently in place, including
regulations governing electronic health data transmissions, continue to evolve and are often unclear and difficult to
apply. Although we modified our policies, procedures and systems to comply with the current requirements of
applicable state, federal and foreign laws, including the Health Insurance Portability and Accountability Act of 1996
(“HIPAA”) and the Health Information Technology for Economic and Clinical Health (“HITECH”) Act portion of
the American Recovery and Reinvestment Act of 2009, new laws and regulations in this area could restrict the
ability of our customers to obtain, use or disseminate personal or patient information, or it could require us to incur
significant additional costs to re-design our products in a timely manner, either of which could have a material
adverse impact on our results of operations. In addition, the HITECH Act expanded HIPAA privacy and security
requirements and increased financial penalties for violations. It also extended certain provisions of the federal
privacy and security standards to us in our capacity as a business associate of our payer and provider customers.
These standards may be interpreted by a regulatory authority in a manner that could require us to make a material
change to our operations. Furthermore, failure to maintain confidentiality of sensitive personal information in
accordance with applicable regulatory requirements could expose us to breach of contract claims, fines and
penalties, costs for remediation and harm to our reputation.
14
McKESSON CORPORATION
Health Care Reform: The Affordable Care Act significantly expanded health insurance coverage to uninsured
Americans and changed the way health care is financed by both governmental and private payers. Although the
U.S. Supreme Court is considering whether to strike down some or all of the Act’s provisions, further federal and
state proposals for healthcare reform are likely. We do not currently anticipate that the Affordable Care Act or any
resulting federal and state healthcare reforms will have a material impact on our business, financial condition and
results of operations. However, given the scope of the changes made and under consideration, as well as the
uncertainties associated with implementation of healthcare reforms, we cannot predict their full effect on the
Company at this time.
Interoperability Standards: There is increasing demand among customers, industry groups and government
authorities that healthcare software and systems provided by various vendors be compatible with each other. This
need for interoperability is leading to the development of standards by various groups, and certain federal and state
agencies are also developing standards that could become mandatory for systems purchased by these agencies. For
example, the HITECH Act requires meaningful use of “certified” healthcare information technology products by
healthcare providers in order to receive stimulus funds from the federal government. Effective September 27, 2010,
CMS issued a rule that utilizes a staged approach for defining meaningful use criteria. Under the staged approach,
CMS has issued rules that identify the initial criteria for meaningful use and is updating these initial criteria with
additional rules. In addition, these standards are subject to interpretation by the entities designed to certify such
technology. A combination of our solutions has been certified as meeting the initial criteria. However, we may incur
increased development costs and delays in upgrading our customer software and systems to be in compliance with
these varying and evolving standards. In addition, these new standards may lengthen our sales and implementation
cycle and we may incur costs in periods prior to the corresponding recognition of revenue. To the extent these
standards are narrowly construed or delayed in publication, or that we are delayed in achieving certification under
these evolving standards for applicable products, our customers may postpone or cancel their decisions to purchase
or implement our software and systems.
FDA Regulation of Medical Software. The FDA has increasingly focused on the regulation of medical
software, computer products and computer-assisted products as medical devices under the federal Food, Drug and
Cosmetic Act. For example, effective April 18, 2011, the FDA issued a new rule regulating certain computer data
systems as medical devices. If the FDA chooses to regulate any of our products as medical devices, it can impose
extensive requirements upon us. If we fail to comply with the applicable requirements, the FDA could respond by
imposing fines, injunctions or civil penalties, requiring recalls or product corrections, suspending production,
refusing to grant pre-market clearance of products, withdrawing clearances and initiating criminal prosecution.
Additionally, beginning in calendar 2013, the Affordable Care Act provides that a tax in an amount equal to 2.3
percent of the price for which the manufacturer sells its medical devices will have to be paid by each medical device
manufacturer. Since we sell medical devices, we may be impacted by this tax. Any additional FDA regulations
governing computer products, once issued, may increase the cost and time to market new or existing products or
may prevent us from marketing our products.
Standards for Submission of Health Care Claims: HHS has adopted two new rules that impact healthcare
claims submitted for reimbursement. The first rule modifies the standards for electronic health care transactions
(e.g., eligibility, claims submission and payment and electronic remittance) from Version 4010/4010A to Version
5010. The enforcement deadline for the 5010 rule has been extended through June 30, 2012. The second rule
updated and expanded the standard medical code sets for diagnosis and procedure coding from International
Classification of Diseases, Ninth Revision (“ICD-9”) to International Classification of Diseases, Tenth Revision
(“ICD-10”). HHS has postponed the compliance date for ICD-10 conversion, previously October 1, 2013, for an
unspecified period. Updating systems to Version 5010 is required for use of the ICD-10 code set. Generally, claims
submitted not using Version 5010 and ICD-10 when required will not be processed, and health plans not accepting
transactions using Version 5010 and ICD-10 may experience significant increases in customer service inquiries. We
may incur increased development costs and delays in delivering solutions and upgrading our software and systems
to be in compliance with these new standards. In addition, these standards may lengthen our sales and
implementation cycle and we may incur costs in periods prior to the corresponding recognition of revenue. Delays
in providing software and systems that are in compliance with the new standards may result in postponement or
cancellation of our customers’ decisions to purchase our software and systems.
15
McKESSON CORPORATION
Medical Billing and Coding: Medical billing, coding and collection activities are governed by numerous federal
and state civil and criminal laws. In connection with these laws, we may be subjected to federal or state government
investigations and possible penalties may be imposed upon us, false claims actions may have to be defended, private
payers may file claims against us and we may be excluded from Medicare, Medicaid or other government-funded
healthcare programs. Any such proceeding or investigation could have a material adverse impact on our results of
operations.
Changes in the Canadian healthcare industry and regulatory environment could have a material adverse impact
on our results of operations.
The provincial governments in Canada provide partial funding for the purchase of pharmaceuticals and
independently regulate the sale and reimbursement of drugs. Similar to the United States, the Canadian healthcare
industry has undergone significant changes in recent years in an effort to reduce program costs. For example, in
2006 the Ontario government significantly revised the drug reimbursement system with the passage of the
Transparent Drug System for Patients Act. In recent years, to reduce the cost for taxpayers, various provinces took
further steps to reform the rules regarding the sale of generic drugs. These changes include the significant lowering
of prices for generic pharmaceuticals and, in some provinces, the elimination or reduction of professional
allowances paid to pharmacists by generic manufacturers. These reforms may adversely affect the distribution of
drugs as well as the pricing for prescription drugs for the Company’s operations in Canada. Other provinces are
considering similar changes, which would also lower pharmaceutical pricing and service fees. Individually or in
combination, such changes in the Canadian healthcare environment may significantly reduce our Canadian revenue
and operating profit.
Competition may erode our profit.
In every area of healthcare distribution operations, our Distribution Solutions segment faces strong competition,
both in price and service, from national, regional and local full-line, short-line and specialty wholesalers, service
merchandisers, self-warehousing chains, manufacturers engaged in direct distribution, third-party logistics
companies and large payer organizations. In addition, this segment faces competition from various other service
providers and from pharmaceutical and other healthcare manufacturers as well as other potential customers of the
segment, which may from time-to-time decide to develop, for their own internal needs, supply management
capabilities that would otherwise be provided by the segment. Price, quality of service, and in some cases,
convenience to the customer are generally the principal competitive elements in this segment.
Our Technology Solutions segment experiences substantial competition from many firms, including other
software services firms, consulting firms, shared service vendors, certain hospitals and hospital groups, payers, care
management organizations, hardware vendors and internet-based companies with technology applicable to the
healthcare industry. Competition varies in size from small to large companies, in geographical coverage and in
scope and breadth of products and services offered. These competitive pressures could have a material adverse
impact on our results of operations.
A material reduction in purchases or the loss of a large customer or group purchasing organization, as well as
substantial defaults in payment by a large customer or group purchasing organization, could have a material
adverse impact on our financial condition, results of operations and liquidity.
In recent years, a significant portion of our revenue growth has been with a limited number of large customers.
During 2012, sales to our ten largest customers accounted for approximately 52% of our total consolidated revenues.
Sales to our two largest customers, CVS and Rite Aid, accounted for approximately 16% and 10% of our total
consolidated revenues. At March 31, 2012, accounts receivable from our ten largest customers were approximately
49% of total accounts receivable. Accounts receivable from CVS, Walmart and Rite Aid were approximately 17%,
10% and 9% of total accounts receivable. As a result, our sales and credit concentration is significant. We also
have agreements with group purchasing organizations (“GPOs”), each of which functions as a purchasing agent on
behalf of member hospitals, pharmacies and other healthcare providers, as well as with government entities and
agencies. A material default in payment, change in our customer mix, reduction in purchases, or the loss of a large
customer or GPO could have a material adverse impact on our financial condition, results of operations and
liquidity.
16
McKESSON CORPORATION
We generally sell our products and services to customers on credit that is short-term in nature and unsecured.
Any adverse change in general economic conditions can adversely reduce sales to our customers, affect consumer
buying practices or cause our customers to delay or be unable to pay accounts receivable owed to us, which may in
turn materially reduce our revenue growth and cause a material decrease in our profitability and cash flow. Further,
interest rate fluctuations and changes in capital market conditions may also affect our customers’ ability to obtain
credit to finance their business under acceptable terms, which in turn may materially reduce our revenue growth and
cause a decrease in our profitability.
Contracts with the U.S. federal government and other governments and their agencies pose additional risks
relating to future funding and compliance.
Contracts with the U.S. federal government and other governments and their agencies are subject to various
uncertainties, restrictions and regulations, including oversight audits by various government authorities and profit
and cost controls. Government contracts also are exposed to uncertainties associated with funding. Contracts with
the U.S. federal government, for example, are subject to the uncertainties of Congressional funding. Governments
are typically under no obligation to maintain funding at any specific level, and funds for government programs may
even be eliminated. As a result, our government clients may terminate our contracts for convenience or decide not
to renew our contracts with little or no prior notice. The loss of such contracts could have a material adverse impact
on our results of operations.
In addition, since government contracts are subject to specific procurement regulations and a variety of other
socio-economic requirements, we must comply with such requirements. For example, for contracts with the U.S.
federal government, with certain exceptions, we must comply with the Federal Acquisition Regulation, the Truth in
Negotiations Act, and the Cost Accounting Standards. We must also comply with various other government
regulations and requirements as well as various statutes related to employment practices, environmental protection,
recordkeeping and accounting. These regulations and requirements affect how we transact business with our clients
and, in some instances, impose additional costs on our business operations. Government contracts also contain
terms that expose us to higher levels of risk and potential liability than non-government contracts.
We also are subject to government audits, investigations, and proceedings. For example, government agencies
routinely review and audit government contractors to determine whether allowable costs are in accordance with
applicable government regulations. These audits can result in adjustments to the amount of contract costs we
believe are reimbursable by the agencies and the amount of our overhead costs allocated to the agencies.
If we violate these rules or regulations, fail to comply with a contractual or other requirement or do not satisfy
an audit, a variety of penalties can be imposed by the government including disallowance of costs claimed, monetary
damages and criminal and civil penalties. In addition, any or all of our government contracts could be terminated,
we could be suspended or debarred from all government contract work. The occurrence of any of these actions
could harm our reputation and could have a material adverse impact on our results of operations.
Our future results could be materially affected by a number of public health issues whether occurring in the
United States or abroad.
Public health issues, whether occurring in the United States or abroad, could disrupt our operations, disrupt the
operations of suppliers or customers, or have a broader adverse impact on consumer spending and confidence levels
that would negatively affect our suppliers and customers. We have developed contingency plans to address
infectious disease scenarios and the potential impact on our operations, and we will continue to update these plans as
necessary. However, there can be no assurance that these plans will be effective in eliminating the negative impact
of any such diseases on the Company’s operating results. We may be required to suspend operations in some or all
of our locations, which could have a material adverse impact on our business, financial condition and results of
operations.
17
McKESSON CORPORATION
Our Distribution Solutions segment is dependent upon sophisticated information systems. The implementation
delay, malfunction, or failure of these systems for any extended period of time or breach of these systems could
have a material adverse impact on our business.
We rely on sophisticated information systems in our business to obtain, rapidly process, analyze and manage
data to: (1) facilitate the purchase and distribution of thousands of inventory items from numerous distribution
centers; (2) receive, process and ship orders and handle other product and services on a timely basis; (3) manage the
accurate billing and collections for thousands of customers; and (4) process payments to suppliers. If these systems
are interrupted, damaged or breached by an unforeseen event or actions of a third party, such as a cyber attack, or
fail for any extended period of time, we could have a material adverse impact on our results of operations.
We could experience losses or liability not covered by insurance.
In order to provide prompt and complete service to our major Distribution Solutions segment’s customers, we
maintain significant product inventory at certain of our distribution centers. While we seek to maintain property
insurance coverage in amounts sufficient for our business, there can be no assurance that our property insurance will
be adequate or available on acceptable terms. One or more large casualty losses caused by fire, earthquake or other
natural disaster in excess of our coverage limits could have a material adverse impact on our results of operations.
Our business exposes us to risks that are inherent in the distribution, manufacturing, dispensing and
administration of pharmaceuticals and medical-surgical supplies, the provision of ancillary services, the conduct of
our payer businesses (which include care management programs and our nurse advice services) and the provision of
products that assist clinical decision-making and relate to patient medical histories and treatment plans. If customers
or individuals assert liability claims against our products and/or services, any ensuing litigation, regardless of
outcome, could result in a substantial cost to us, divert management’s attention from operations and decrease market
acceptance of our products. We attempt to limit our liability to customers by contract; however, the limitations of
liability set forth in the contracts may not be enforceable or may not otherwise protect us from liability for damages.
Additionally, we may be subject to claims that are not explicitly covered by contract, such as a claim directly by a
patient. We also maintain general liability coverage; however, this coverage may not continue to be available on
acceptable terms, may not be available in sufficient amounts to cover one or more large claims against us and may
include larger self-insured retentions or exclusions for certain products. In addition, the insurer might disclaim
coverage as to any future claim. A successful product or professional liability claim not fully covered by our
insurance could have a material adverse impact on our results of operations.
The failure of our healthcare technology businesses to attract and retain customers due to challenges in software
product integration or to keep pace with technological advances may significantly reduce our results of
operations.
Our healthcare technology businesses, the bulk of which resides in our Technology Solutions segment, deliver
enterprise-wide clinical, patient care, financial, supply chain, strategic management software solutions and
pharmacy automation to hospitals, physicians, homecare providers, retail and mail order pharmacies and payers.
Challenges integrating software products could impair our ability to attract and retain customers, and it could have a
material adverse impact on our consolidated results of operations and a disproportionate impact on the results of
operations of our Technology Solutions segment.
Future advances in the healthcare information systems industry could lead to new technologies, products or
services that are competitive with the technology products and services offered by our various businesses. Such
technological advances could also lower the cost of such products and services or otherwise result in competitive
pricing pressure or render our products obsolete.
The success of our technology businesses will depend, in part, on our ability to be responsive to technological
developments, pricing pressures and changing business models. To remain competitive in the evolving healthcare
information systems marketplace, our technology businesses must also develop new products on a timely basis. The
failure to develop competitive products and to introduce new products on a timely basis could curtail the ability of
our technology businesses to attract and retain customers, and thereby it could have a material adverse impact on our
results of operations.
18
McKESSON CORPORATION
Proprietary protections may not be adequate and products may be found to infringe the rights of third parties.
We rely on a combination of trade secret, patent, copyright and trademark laws, nondisclosure and other
contractual provisions and technical measures to protect our proprietary rights in our products and solutions. There
can be no assurance that these protections will be adequate or that our competitors will not independently develop
products or solutions that are equivalent or superior to ours. In addition, despite protective measures, we may be
subject to unauthorized use of our technology due to copying, reverse-engineering or other infringement. Although
we believe that our products, solutions and services do not infringe the proprietary rights of third parties, from time-
to-time third parties have asserted infringement claims against us and there can be no assurance that third parties
will not assert infringement claims against us in the future. If we were found to be infringing others’ rights, we may
be required to pay substantial damage awards and forced to develop non-infringing products or technology, obtain a
license or cease selling or using the products that contain the infringing elements. Additionally, we may find it
necessary to initiate litigation to protect our trade secrets, to enforce our patent, copyright and trademark rights and
to determine the scope and validity of the proprietary rights of others. These types of litigation can be costly and
time consuming. These litigation expenses, damage payments or costs of developing replacement products or
technology could have a material adverse impact on our results of operations.
System errors or failures of our products to conform to specifications could cause unforeseen liabilities or injury,
harm our reputation and have a material adverse impact on our results of operations.
The software and software systems (“systems”) that we sell or operate are very complex. As with complex
systems offered by others, our systems may contain errors, especially when first introduced. For example, our
Technology Solutions segment’s business systems are intended to provide information for healthcare providers in
providing patient care. Therefore, users of our systems have a greater sensitivity to errors than the general market
for software products. If our software or systems lead to faulty clinical decisions or injury to patients, we could be
subject to claims or litigation by our clients, clinicians or patients. In addition, such failures could damage our
reputation and could negatively affect future sales.
Failure of a client’s system to perform in accordance with our documentation could constitute a breach of
warranty and could require us to incur additional expense in order to make the system comply with the
documentation. If such failure is not remedied in a timely manner, it could constitute a material breach under a
contract, allowing the client to cancel the contract, obtain refunds of amounts previously paid or assert claims for
significant damages.
Various risks could interrupt customers’ access to their data residing in our service center, exposing us to
significant costs.
We provide remote hosting services that involve operating both our software and the software of third-party
vendors for our customers. The ability to access the systems and the data that we host and support on demand is
critical to our customers. Our operations and facilities are vulnerable to interruption and/or damage from a number
of sources, many of which are beyond our control, including, without limitation: (1) power loss and
telecommunications failures; (2) fire, flood, hurricane and other natural disasters; (3) software and hardware errors,
failures or crashes; and (4) cyber attacks, computer viruses, hacking and other similar disruptive problems. We
attempt to mitigate these risks through various means including disaster recovery plans, separate test systems and
change controls, information security procedures, and continued development and enhancement of our cyber
security, but our precautions may not protect against all risks. If customers’ access is interrupted because of
problems in the operation of our facilities, we could be exposed to significant claims, particularly if the access
interruption is associated with problems in the timely delivery of medical care. If customers’ access is interrupted
from failure or breach of our operational or information security systems, or those of our third party service
providers, we could suffer reputational harm or be exposed to liabilities arising from the unauthorized and improper
use or disclosure of confidential or proprietary information. We must maintain disaster recovery and business
continuity plans that rely upon third-party providers of related services and if those vendors fail us at a time that our
center is not operating correctly, we could incur a loss of revenue and liability for failure to fulfill our contractual
service commitments. Any significant instances of system downtime could negatively affect our reputation and
ability to sell our remote hosting services.
19
McKESSON CORPORATION
The length of our sales and implementation cycles for our Technology Solutions segment could have a material
adverse impact on our future results of operations.
Many of the solutions offered by our Technology Solutions segment have long sales and implementation cycles,
which could range from a few months to two years or more from initial contact with the customer to completion of
implementation. How and when to implement, replace, or expand an information system, or modify or add business
processes, are major decisions for healthcare organizations. Many of the solutions we provide typically require
significant capital expenditures and time commitments by the customer. Any decision by our customers to delay or
cancel implementation could have a material adverse impact on our results of operations. Furthermore, delays or
failures to meet milestones established in our agreements may result in a breach of contract, termination of the
agreement, damages and/or penalties as well as a reduction in our margins or a delay in our ability to recognize
revenue.
We may be required to record a significant charge to earnings if our goodwill or intangible assets become
impaired.
We are required under U.S. generally accepted accounting principles (“GAAP”) to test our goodwill for
impairment, annually or more frequently if indicators for potential impairment exist. Indicators that are considered
include significant changes in performance relative to expected operating results, significant changes in the use of
the assets, significant negative industry, or economic trends or a significant decline in the Company’s stock price
and/or market capitalization for a sustained period of time. In addition, we periodically review our intangible assets
for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.
Factors that may be considered a change in circumstances indicating that the carrying value of our intangible assets
may not be recoverable include slower growth rates and the loss of a significant customer. We may be required to
record a significant charge to earnings in our consolidated financial statements during the period in which any
impairment of our goodwill or intangible assets is determined. This could have a material adverse impact on our
results of operations. There are inherent uncertainties in management’s estimates, judgments and assumptions used
in assessing recoverability of goodwill and intangible assets. Any changes in key assumptions, including failure to
meet business plans, a further deterioration in the market or other unanticipated events and circumstances, may
affect the accuracy or validity of such estimates and could potentially result in an impairment charge.
Our foreign operations may subject us to a number of operating, economic, political and regulatory risks that
may have a material adverse impact on our financial condition and results of operations.
We have operations based in, and we source and contract manufacture pharmaceutical and medical-surgical
products in, a number of foreign countries. In the future, we look to continue to grow our foreign operations both
organically and through acquisitions and investments; however, increasing our foreign operations carries additional
risks. Operations outside of the United States may be affected by changes in trade protection laws, policies and
measures and other regulatory requirements affecting trade and investment; unexpected changes in regulatory
requirements for software, social, political, labor or economic conditions in a specific country or region;
import/export regulations in both the United States and foreign countries and difficulties in staffing and managing
foreign operations. Political changes and natural disasters, some of which may be disruptive, can interfere with our
supply chain, our customers and all of our activities in a particular location. We may also be affected by potentially
adverse tax consequences and difficulties associated with repatriating cash generated or held abroad. Additionally,
foreign operations expose us to foreign currency fluctuations that could adversely impact our results of operations
based on the movements of the applicable foreign currency exchange rates in relation to the U.S. dollar.
Foreign operations are also subject to risks of violations of laws prohibiting improper payments and bribery,
including the U.S. Foreign Corrupt Practices Act and similar regulations in foreign jurisdictions. Failure to comply
with these laws could subject us to civil and criminal penalties that could have a material adverse impact on our
financial condition and results of operations.
20
McKESSON CORPORATION
We also may experience difficulties and delays inherent in sourcing products and contract manufacturing from
foreign countries, including but not limited to: (1) difficulties in complying with the requirements of applicable
federal, state and local governmental authorities in the United States and of foreign regulatory authorities; (2)
inability to increase production capacity commensurate with demand or the failure to predict market demand; (3)
other manufacturing or distribution problems including changes in types of products produced, limits to
manufacturing capacity due to regulatory requirements, physical limitations, or scarce or inadequate resources that
could impact continuous supply; and (4) damage to our reputation due to real or perceived quality issues.
Manufacturing difficulties could result in production shutdowns, product shortages and other similar delays in
product manufacturing that could have a material adverse impact on our financial condition and results of
operations.
Tax legislation initiatives or challenges to our tax positions could have a material adverse impact on our results
of operations.
We are a large multinational corporation with operations in the United States and international jurisdictions. As
such, we are subject to the tax laws and regulations of the United States federal, state and local governments and of
many international jurisdictions. From time-to-time, legislation may be enacted that could adversely affect our tax
positions. There can be no assurance that our effective tax rate and the resulting cash flow will not be adversely
affected by these changes in legislation. For example, if legislation is passed to repeal the LIFO (last-in, first-out)
method of inventory accounting for income tax purposes, it would adversely impact our cash flow, and if legislation
is passed to change the current U.S. taxation treatment of income from foreign operations, it may adversely impact
our income tax expense. The tax laws and regulations of the various countries where we have major operations are
extremely complex and subject to varying interpretations. Although we believe that our historical tax positions are
sound and consistent with applicable laws, regulations and existing precedent, there can be no assurance that these
tax positions will not be challenged by relevant tax authorities or that we would be successful in any such challenge.
Our business could be hindered if we are unable to complete and integrate acquisitions successfully.
An element of our strategy is to identify, pursue and consummate acquisitions that either expand or complement
our business. Since 2010, we have completed approximately $3.4 billion of business acquisitions. Integration of
acquisitions involves a number of significant risks, including the diversion of management’s attention to the
assimilation of the operations of businesses we have acquired; difficulties in the integration of operations and
systems; the realization of potential operating synergies; the assimilation and retention of the personnel of the
acquired companies; accounting, regulatory or compliance issues that could arise, including internal control over
financial reporting; challenges in retaining the customers, including physician affiliates, of the combined businesses.
Further, acquisitions may have a material adverse impact on our operating results if unanticipated expenses or
charges to earnings were to occur, including unanticipated depreciation and amortization expenses over the useful
lives of certain assets acquired, as well as costs related to potential impairment charges, assumed litigation and
unknown liabilities. In addition, we may potentially require additional financing in order to fund future acquisitions,
which may or may not be attainable and is subject to potential volatility in the credit markets. If we are unable to
successfully complete and integrate strategic acquisitions in a timely manner, our business and our growth strategies
could be negatively affected.
Volatility and disruption to the global capital and credit markets may adversely affect our ability to access credit,
our cost of credit and the financial soundness of our customers and suppliers.
Volatility and disruption in the global capital and credit markets, including the bankruptcy or restructuring of
certain financial institutions, reduced lending activity by other financial institutions, decreased liquidity and
increased costs in the commercial paper market and the reduced market for securitizations, may adversely affect the
availability and cost of credit already arranged and the availability, terms and cost of credit in the future, including
any arrangements to renew or replace our current credit or financing arrangements. Although we believe that our
operating cash flow, financial assets, current access to capital and credit markets, including our existing credit and
sales facilities, will give us the ability to meet our financing needs for the foreseeable future, there can be no
assurance that continued or increased volatility and disruption in the global capital and credit markets will not impair
our liquidity or increase our costs of borrowing.
21
McKESSON CORPORATION
Our $1.35 billion accounts receivable sales facility is generally renewed annually and will expire in May 2012.
Historically, we have primarily used the accounts receivable sales facility to fund working capital requirements, as
needed. We anticipate renewing this facility before its expiration. Although we believe we will be able to renew
this facility, there is no assurance that we will be able to do so.
Our business could also be negatively impacted if our customers or suppliers experience disruptions resulting
from tighter capital and credit markets or a slowdown in the general economy. As a result, customers may modify,
delay or cancel plans to purchase or implement our products or services and suppliers may increase their prices,
reduce their output or change their terms of sale. Additionally, if customers’ or suppliers’ operating and financial
performance deteriorates or if they are unable to make scheduled payments or obtain credit, customers may not be
able to pay, or may delay payment of accounts receivable owed to us and suppliers may restrict credit, impose
different payment terms or be unable to make payments due to us for fees, returned products or incentives. Any
inability of customers to pay us for our products and services or any demands by suppliers for different payment
terms may have a material adverse impact on our results of operations and cash flow.
Changes in accounting standards issued by the Financial Accounting Standards Board (“FASB”) or other
standard-setting bodies may adversely affect our financial statements.
Our financial statements are subject to the application of U.S. GAAP, which is periodically revised and/or
expanded. Accordingly, from time-to-time we are required to adopt new or revised accounting standards issued by
recognized authoritative bodies, including the FASB and the SEC. It is possible that future accounting standards we
are required to adopt could change the current accounting treatment that we apply to our consolidated financial
statements and that such changes could have a material adverse impact on our results of operations and financial
condition.
Item 1B.
Unresolved Staff Comments.
None.
Item 2.
Properties.
Because of the nature of our principal businesses, our plant, warehousing, office and other facilities are operated
in widely dispersed locations, mostly throughout the U.S. and Canada. The warehouses are typically owned or
leased on a long-term basis. We consider our operating properties to be in satisfactory condition and adequate to
meet our needs for the next several years without making capital expenditures materially higher than historical
levels. Information as to material lease commitments is included in Financial Note 17, “Lease Obligations,” to the
consolidated financial statements appearing in this Annual Report on Form 10-K.
Item 3.
Legal Proceedings.
Certain legal proceedings in which we are involved are discussed in Financial Note 19, “Other Commitments
and Contingent Liabilities,” to the consolidated financial statements appearing in this Annual Report on Form 10-K.
Item 4.
Mine Safety Disclosures.
Not applicable.
22
Executive Officers of the Registrant
McKESSON CORPORATION
The following table sets forth information regarding the executive officers of the Company, including their
principal occupations during the past five years. The number of years of service with the Company includes service
with predecessor companies.
There are no family relationships between any of the executive officers or directors of the Company. The
executive officers are elected on an annual basis generally and their term expires at the first meeting of the Board of
Directors (“Board”) following the annual meeting of stockholders, or until their successors are elected and have
qualified, or until death, resignation or removal, whichever is sooner.
Name
Age
Position with Registrant and Business Experience
John H. Hammergren............ 53 Chairman of the Board since July 2002; President and Chief Executive Officer
since April 2001; and a director since July 1999. Service with the Company –
16 years.
Jeffrey C. Campbell .............. 51 Executive Vice President and Chief Financial Officer since April 2004.
Service with the Company – 8 years.
Patrick J. Blake ..................... 48 Executive Vice President and Group President since June 2009; President of
McKesson Specialty Care Solutions (now McKesson Specialty Health) from
April 2006 to June 2009. Service with the Company – 16 years.
Jorge L. Figueredo ................ 51 Executive Vice President, Human Resources since May 2008; Senior Vice
President, Human Resources, Dow Jones, Inc. from February 2007 to January
2008. Service with the Company – 4 years.
Paul C. Julian ........................ 56 Executive Vice President and Group President since April 2004. Service with
the Company – 16 years.
Laureen E. Seeger ................. 50 Executive Vice President, General Counsel and Chief Compliance Officer
since April 2010 (functionally has served as chief compliance officer since
March 2006); Executive Vice President and General Counsel from July 2009 to
April 2010; Executive Vice President, General Counsel and Secretary from
March 2006 to July 2009. Service with the Company – 12 years.
Randall N. Spratt .................. 60 Executive Vice President, Chief Technology Officer and Chief Information
Officer since April 2009; Executive Vice President, Chief Information Officer
from July 2005 to April 2009. Service with the Company – 26 years.
23
McKESSON CORPORATION
PART II
Item 5.
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities.
(a) Market Information: The principal market on which the Company’s common stock is traded is the New York
Stock Exchange (“NYSE”).
The following table sets forth the high and low sales prices for our common stock as reported on NYSE for
each quarterly period of the two most recently completed fiscal years:
First quarter ........................................................................................ $87.32
Second quarter .................................................................................... $84.96
Third quarter ....................................................................................... $85.70
Fourth quarter ..................................................................................... $88.91
High
Low
$77.55
$70.86
$66.61
$74.89
High
$71.49
$69.48
$71.09
$81.00
Low
$62.94
$57.81
$59.54
$70.44
2012
2011
(b) Holders: The number of record holders of the Company’s common stock at March 31, 2012 was approximately
7,700.
(c) Dividends: In April 2011, the Company’s quarterly dividend was raised from $0.18 to $0.20 per common share
for dividends declared after such date, until further action by the Company’s Board of Directors (the “Board”).
The Company declared regular cash dividends of $0.80 per share (or $0.20 per share per quarter) in the year
ended March 31, 2012 and $0.72 per share (or $0.18 per share per quarter) in the year ended March 31, 2011.
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 and other factors.
(d) Securities Authorized for Issuance under Equity Compensation Plans: Information relating to this item is
provided under Part III, Item 12, to this Annual Report on Form 10-K.
(e) Share Repurchase Plans: Stock repurchases may be made from time-to-time in open market transactions,
privately negotiated transactions, through accelerated share repurchase (“ASR”) programs, or by any
combination of such methods. The timing of any repurchases and the actual number of shares repurchased will
depend on a variety of factors, including our stock price, corporate and regulatory requirements, restrictions
under our debt obligations and other market and economic conditions.
In January 2012, the Board authorized the repurchase of an additional $650 million of the Company’s
common stock, bringing the total authorization outstanding to $1.5 billion.
In March 2012, the Company entered into an ASR program with a third party financial institution to
repurchase $1.2 billion of the Company’s common stock. The program was funded with cash on hand. As of
March 31, 2012, the Company had received 12 million shares representing the minimum number of shares due
under this program. The total number of shares to be ultimately repurchased by the Company under this
program will be determined at the completion of the program based on the average daily volume-weighted
average price of the Company’s common stock during the program, less a discount. This program is anticipated
to be completed no later than the second quarter of 2013. As of March 31, 2012, $0.3 billion remained
available for future repurchases under the January 2012 authorization.
In April 2012, the Board authorized the repurchase of an additional $700 million of the Company’s
common stock, bringing the total authorization outstanding to $1.0 billion.
24
McKESSON CORPORATION
The following table provides information on the Company’s share repurchases during the fourth quarter of
2012:
(In millions, except price per share)
January 1, 2012 – January 31, 2012
February 1, 2012 – February 29, 2012
March 1, 2012 – March 31, 2012
Total
Share Repurchases (1)
Total
Number of Shares
Purchased
Average Price Paid
per Share
$
—
—
12.0
12.0
—
—
87.19 (2)
Total Number of
Shares Purchased
as Part of Publicly
Announced
Programs
—
—
12.0
12.0
Approximate
Dollar Value of
Shares that May
Yet Be Purchased
Under the
Programs
1,500
1,500
300
300
$
(1) This table does not include shares tendered to satisfy the exercise price in connection with cashless exercises of employee
stock options or shares tendered to satisfy tax-withholding obligations in connection with employee equity awards.
(2) The average price paid per share under the March 2012 ASR program was based on the average daily volume-weighted
average price of our common stock less a discount calculated as of March 31, 2012. The final settlement price per share
under the March 2012 ASR program will be determined upon completion of the program.
25
McKESSON CORPORATION
(f) Stock Price Performance Graph*: The following graph compares the cumulative total stockholder return on
the Company’s common stock for the periods indicated with the Standard & Poor’s 500 Index and the Value
Line Healthcare Sector Index (composed of 158 companies in the health care industry, including the Company).
McKesson Corporation
S&P 500 Index
Value Line Healthcare
Sector Index
$180.00
$160.00
$140.00
$120.00
$100.00
$80.00
$60.00
$40.00
$20.00
$0.00
2007
2008
2009
2010
2011
2012
McKesson
Corporation
S&P 500 Index
Value Line
Healthcare
Sector Index
2007
2008
2009
2010
2011
2012
March 31,
$
$
100.00
100.00
$
$
89.81
94.92
$
$
60.73
58.77
$
$
114.92
88.02
$
$
139.72
101.79
$
$
156.68
110.49
$
100.00
$
94.52
$
72.44
$
100.35
$
119.57
$
136.05
(cid:13) Assumes $100 invested in McKesson’s common stock and in each index on March 31, 2007 and that all dividends are reinvested.
26
Item 6.
Selected Financial Data.
McKESSON CORPORATION
FIVE-YEAR HIGHLIGHTS
(In millions, except per share data and ratios)
Operating Results
Revenues
Percent change
Gross profit
Income from continuing operations before
income taxes
Income after income taxes
Continuing operations
Discontinued operations
Net income
Financial Position
Working capital
Days sales outstanding for: (1)
Customer receivables
Inventories
Drafts and accounts payable
Total assets
Total debt, including capital lease obligations
Stockholders’ equity
Property acquisitions
Acquisitions, net of cash acquired
Common Share Information
Common shares outstanding at year-end
Shares on which earnings per common share
were based
Diluted
Basic
Diluted earnings per common share (2)
$
Continuing operations
Discontinued operations
Total
Cash dividends declared
Cash dividends declared per common share
Book value per common share (2) (3)
Market value per common share – year end
Supplemental Data
Capital employed (4)
Debt to capital ratio (5)
Net debt to net capital employed (6)
Average stockholders’ equity (7)
Return on stockholders’ equity (8)
As of and for the Years Ended March 31,
2012
2011
2010
2009
2008
$ 122,734
$ 112,084
$ 108,702
$ 106,632
$ 101,703
9.5%
6,567
3.1%
5,970
1.9%
5,676
4.8%
5,378
9.4%
5,009
1,919
1,403
—
1,403
1,635
1,130
72
1,202
1,864
1,263
—
1,263
1,064
1,457
823
—
823
989
1
990
1,917
3,631
4,492
3,065
2,438
24
31
49
33,093
3,980
6,831
225
1,156
235
251
246
5.59
—
5.59
202
0.80
29.07
87.77
$
25
31
47
30,886
4,004
7,220
233
292
252
263
258
4.29
0.28
4.57
188
0.72
28.65
79.05
25
34
48
28,189
2,297
7,532
199
18
271
273
269
4.62
—
4.62
131
0.48
27.79
65.72
$
24
31
43
25,267
2,512
6,193
195
358
271
279
275
2.95
—
2.95
134
0.48
22.87
35.04
$
22
33
44
24,603
1,797
6,121
195
610
277
298
291
3.32
—
3.32
70
0.24
22.10
52.37
$
10,811
11,224
36.8%
10.8%
7,108
19.7%
35.7 %
5.1 %
7,105
16.9 %
9,829
23.4 %
(23.5)%
6,768
18.7 %
8,705
28.9 %
6.1 %
6,214
13.2 %
7,918
22.7%
6.6 %
6,344
15.6 %
Footnotes to Five-Year Highlights:
(1) Based on year-end balances and sales or cost of sales for the last 90 days of the year.
(2) Certain computations may reflect rounding adjustments.
(3) Represents stockholders’ equity divided by year-end common shares outstanding.
(4) Consists of the sum of total debt and stockholders’ equity.
(5) Ratio is computed as total debt divided by capital employed.
(6) Ratio is computed as total debt, net of cash and cash equivalents (“net debt”), divided by the sum of net debt and
stockholders’ equity (“net capital employed”).
(7) Represents a five-quarter average of stockholders’ equity.
(8) Ratio is computed as net income divided by a five-quarter average of stockholders’ equity.
27
McKESSON CORPORATION
FINANCIAL REVIEW
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
GENERAL
Management’s discussion and analysis of financial condition and results of operations, referred to as the
Financial Review, is intended to assist the reader in the understanding and assessment of significant changes and
trends related to the results of operations and financial position of the Company together with its subsidiaries. This
discussion and analysis should be read in conjunction with the consolidated financial statements and accompanying
financial notes in Item 8 of Part II of this Annual Report on Form 10-K. The Company’s fiscal year begins on April
1 and ends on March 31. Unless otherwise noted, all references in this document to a particular year shall mean the
Company’s fiscal year.
Certain statements in this report constitute forward-looking statements. See Item 1 – Business – Forward-
Looking Statements in Part I of this Annual Report on Form 10-K for additional factors relating to these statements;
also see Item 1A – Risk Factors in Part I of this Annual Report on Form 10-K for a list of certain risk factors
applicable to our business, financial condition and results of operations.
We conduct our business through two operating segments: McKesson Distribution Solutions and McKesson
Technology Solutions. See Financial Note 22, “Segments of Business,” to the consolidated financial statements
appearing in this Annual Report on Form 10-K for a description of these segments.
RESULTS OF OPERATIONS
Overview:
(Dollars in millions, except per share data)
Years Ended March 31,
2011
2012
2010
Change
2012
2011
Revenues
Gross Profit
$ 122,734 $ 112,084 $ 108,702
10%
$
6,567 $
5,970 $
5,676
10%
Operating Expenses
Litigation Charges (Credit), Net
Total Operating Expenses
Other Income, Net
Interest Expense
Income from Continuing Operations Before Income
Taxes
Income Tax Expense
Income from Continuing Operations
Discontinued Operation – gain on sale, net of tax
Net Income
Diluted Earnings Per Common Share
Continuing Operations
Discontinued Operation
Total
$
$
$
4,269
149
4,418
21
(251)
3,936
213
4,149
36
(222)
1,919
(516)
1,403
—
1,403 $
1,635
(505)
1,130
72
1,202 $
3,688
(20)
3,668
43
(187)
1,864
(601)
1,263
—
1,263
8
(30)
6
(42)
13
17
2
24
—
17
5.59 $
—
5.59 $
4.29 $
0.28
4.57 $
4.62
—
4.62
30%
—
22
(7)%
—
(1)
3%
5%
7
—
13
(16)
19
(12)
(16)
(11)
—
(5)
Weighted Average Diluted Common Shares
251
263
273
(5)%
(4)%
Revenues increased over each of the last two years primarily reflecting market growth in our Distribution
Solutions segment, which accounted for approximately 97% of our consolidated revenues. Additionally, revenues
for 2012 and 2011 benefited from our December 30, 2010 acquisition of US Oncology Holdings, Inc. (“US
Oncology”).
28
McKESSON CORPORATION
FINANCIAL REVIEW (Continued)
Gross profit and gross profit margin increased over each of the last two years. As a percentage of revenues,
gross profit increased 2 basis points (“bp”) to 5.35% in 2012 and 11 bp to 5.33% in 2011. Gross profit margin
increased in 2012 compared to 2011 primarily due to the addition of US Oncology, higher generics income in our
Distribution Solutions segment and an increase in higher margin revenues in our Technology Solutions segment.
These increases were partially offset by a decline in sell margin and by a $51 million benefit in 2011 associated with
the receipt of our share of a settlement of an antitrust class action lawsuit brought against a drug manufacturer in our
Distribution Solutions segment.
Gross profit margin increased in 2011 compared to 2010 primarily due to an increase in buy margin, higher
generics income and the receipt of $51 million from an antitrust class action settlement in our Distribution Solutions
segment. These increases were partially offset by a decline in our Technology Solutions segment margin, which
included a $72 million asset impairment charge.
Operating expenses increased over each of the last two years primarily reflecting an increase in expenses
associated with supporting our higher revenues, the addition of US Oncology, and higher employee compensation
and benefits costs, which includes expenses associated with our Profit Sharing Investment Plan (“PSIP”). Operating
expenses were also impacted by Average Wholesale Price (“AWP”) litigation charges of $149 million and $213
million in 2012 and 2011. Our litigation charges and PSIP expense are more fully described under the caption
“Operating Expenses” in this Financial Review.
Other income, net was $21 million, $36 million and $43 million in 2012, 2011 and 2010. In 2011, other
income, net includes the receipt of $16 million representing the reimbursement of post-acquisition interest expense
by the former shareholders of US Oncology. In 2010, other income, net includes a $17 million pre-tax gain
($14 million after-tax) from the sale of our 50% equity interest in McKesson Logistic Solutions, LLC (“MLS”).
Interest expense increased over each of the last two years primarily due to the assumption of US Oncology’s
debt and the subsequent refinancing of the debt, which includes $25 million of bridge loan financing fees incurred in
2011. Additionally, 2011 interest expense benefited from repayment of $215 million of long-term debt in March
2010.
Our reported income tax rates were 26.9%, 30.9% and 32.2% in 2012, 2011 and 2010. Fluctuations in our
reported income tax rates are primarily due to changes within our business mix, including varying proportions of
income attributable to foreign countries that have lower income tax rates. In addition, in 2012, 2011 and 2010,
income tax expense includes $66 million, $34 million and $7 million of net income tax benefits for discrete items,
which primarily relates to the recognition of previously unrecognized tax benefits and accrued interest. Included in
the 2012 discrete tax benefit, is a $31 million credit to income tax expense as a result of the reversal of an income
tax reserve relating to our AWP litigation.
Net income was $1,403 million, $1,202 million and $1,263 million in 2012, 2011 and 2010, and diluted
earnings per common share were $5.59, $4.57 and $4.62. Net income for 2012 and 2011 includes after-tax AWP
litigation charges of $60 million and $149 million. Additionally, net income for 2011 includes a $72 million after-
tax gain (or $0.28 per diluted share) on the sale of our Technology Solutions segment’s wholly-owned subsidiary,
McKesson Asia Pacific Pty Limited (“MAP”), which was sold in July 2010. Historical financial results for this
subsidiary were not material. Diluted earnings per common share were favorably affected by decreases in our
weighted average shares outstanding due to the cumulative effect of share repurchases over the past three years.
Weighted average diluted common shares outstanding decreased over each of the last two years due to our share
repurchases. In 2012, 2011, and 2010, we repurchased 20 million, 29 million and 8 million of our common shares.
29
McKESSON CORPORATION
FINANCIAL REVIEW (Continued)
Revenues:
(Dollars in millions)
Distribution Solutions
Direct distribution & services
Sales to customers’ warehouses
Total U.S. pharmaceutical distribution & services
Canada pharmaceutical distribution & services
Medical-Surgical distribution & services
Total Distribution Solutions
Technology Solutions
Services
Software & software systems
Hardware
Total Technology Solutions
Total Revenues
Years Ended March 31,
2011
2012
2010
$ 85,523 $ 77,554 $ 72,210
21,435
93,645
9,072
2,861
105,578
18,631
96,185
9,784
2,920
108,889
20,453
105,976
10,303
3,145
119,424
2,594
596
120
3,310
2,439
571
114
3,124
$ 122,734 $ 112,084 $ 108,702
2,483
590
122
3,195
Change
2012
2011
10%
10
10
5
8
10
4
1
(2)
4
10
7%
(13)
3
8
2
3
2
3
7
2
3
Revenues increased 10% to $122.7 billion in 2012 and 3% to $112.1 billion in 2011. The increase in revenues
in each year primarily reflects market growth in our Distribution Solutions segment, which accounted for
approximately 97% of our consolidated revenues, and our acquisition of US Oncology.
Direct distribution and services revenues increased in 2012 compared to 2011 primarily due to market growth,
which includes growing drug utilization and price increases, and from our acquisition of US Oncology. These
increases were partially offset by price deflation associated with brand to generic drug conversions. Direct
distribution and services revenues increased in 2011 compared to 2010 primarily due to market growth, the effect of
a shift of revenues from sales to customers’ warehouses to direct store delivery, the lapping of which was completed
in the third quarter of 2011, and due to our acquisition of US Oncology. These increases were partially offset by a
decline in demand associated with the flu season and the impact of price deflation associated with brand to generic
drug conversions.
Sales to customers’ warehouses for 2012 increased compared to 2011 primarily due to a new customer and new
business with existing customers. Sales to customers’ warehouses for 2011 decreased compared to 2010 primarily
reflecting reduced revenues associated with existing customers, the effect of a shift of revenues to direct store
delivery, the lapping of which was completed in the third quarter of 2011, and the impact of price deflation
associated with brand to generic drug conversions.
Sales to retail customers’ warehouses represent large volume sales of pharmaceuticals primarily to a limited
number of large self-warehousing retail chain customers whereby we order bulk product from the manufacturer,
receive and process the product through our central distribution facility and subsequently deliver the bulk product
(generally in the same form as received from the manufacturer) directly to our customers’ warehouses. This
distribution method is typically not marketed or sold by the Company as a stand-alone service; rather, it is offered as
an additional distribution method for our large retail chain customers that have an internal self-warehousing
distribution network. Sales to customers’ warehouses provide a benefit to these customers because they can utilize
the Company as one source for both their direct-to-store business and their warehouse business. We generally have
significantly lower gross profit margins on sales to customers’ warehouses as we pass much of the efficiency of this
low cost-to-serve model on to the customer. These sales do, however, contribute to our gross profit dollars.
30
McKESSON CORPORATION
FINANCIAL REVIEW (Continued)
The customer mix of revenues from our U.S. Pharmaceutical Distribution business was as follows:
Direct Sales
Retail Chains
Institutions
Independents
Subtotal
Sales to retail customers’ warehouses
Total
Years Ended March 31,
2012
2011
2010
34%
34
11
79
21
100%
33%
34
12
79
21
100%
32%
32
12
76
24
100%
As previously described, a limited number of our large retail chain customers purchase products through both
our direct and warehouse distribution methods, the latter of which generally has a significantly lower gross profit
margin due to the low cost-to-serve model. When evaluating and pricing customer contracts, we do so based on our
assessment of total customer profitability. As a result, we do not evaluate our performance or allocate resources
based on sales to customers’ warehouses or gross profit associated with such sales.
Canadian pharmaceutical distribution and services revenues increased 5% in 2012 compared to 2011. Excluding
a favorable foreign currency exchange rate fluctuation of 2% during 2012, revenues increased primarily due to
market growth, five additional sales days and a small acquisition in the second quarter of 2011, partially offset by
government-imposed price reduction for generic pharmaceuticals in certain provinces. Canadian pharmaceutical
distribution and services revenues increased 8% in 2011 compared to 2010. Excluding a favorable foreign currency
exchange rate fluctuation of 7% during 2011, revenues increased 1% in 2011. Canadian revenues for 2011
increased due to market growth, offset by a government-imposed price reduction for generic pharmaceuticals in
certain provinces and the impact of price deflation associated with brand to generic drug conversions.
Medical-Surgical distribution and services revenues increased in 2012 compared to 2011 primarily due to
market growth, new customers and five additional sales days. Medical-Surgical distribution and services revenues
increased in 2011 compared to 2010 primarily due to market growth, partially offset by a decrease in demand
associated with the flu season.
Technology Solutions revenues increased in 2012 compared to 2011 primarily due to higher revenues for claims
processing, increased revenues associated with the sale and installation of our software products, an increase in
maintenance revenues from new and existing customers and a number of small acquisitions made during 2012.
Technology Solutions revenues increased slightly in 2011 compared to 2010 primarily due to an increase in
maintenance revenues from new and existing customers, increased revenues associated with the sale and installation
of our software products and higher revenues for claims processing, partially offset by the sale of MAP in July 2010.
Gross Profit:
(Dollars in millions)
Gross Profit
Distribution Solutions (1)
Technology Solutions (2)
Total
Gross Profit Margin
Distribution Solutions
Technology Solutions
Total
Years Ended March 31,
2011
2012
2010
$
$
5,057
1,510
6,567
$
$
4,565
1,405
5,970
$
$
4,219
1,457
5,676
Change
2012
11%
7
10
2011
8%
(4)
5
4.23%
4.19%
4.00%
4bp
45.62
5.35
43.97
5.33
46.64
5.22
165
2
19bp
(267)
11
(1) Gross profit of our Distribution Solutions segment for 2011 includes a credit of $51 million representing our share of a
settlement of an antitrust class action lawsuit brought against a drug manufacturer, which was recorded as a reduction to cost
of sales.
(2) Gross profit of our Technology Solutions segment for 2012 and 2011 includes a $31 million product alignment charge and a
$72 million asset impairment charge for capitalized software held for sale.
31
McKESSON CORPORATION
FINANCIAL REVIEW (Continued)
Gross profit increased 10% to $6.6 billion in 2012 and 5% to $6.0 billion in 2011. As a percentage of revenues,
gross profit increased by 2 bp in 2012 and by 11 bp in 2011. Gross profit margin increased in 2012 primarily
reflecting higher gross profit margins from both of our operating segments and increased in 2011 primarily
reflecting higher gross profit margin from our Distribution Solutions segment.
Distribution Solutions segment’s gross profit margin increased in 2012 compared to 2011 primarily due to our
acquisition of US Oncology and increased sales of higher margin generic drugs, partially offset by a decline in sell
margin and the receipt of $51 million in 2011 representing our share of a settlement of an antitrust class action
lawsuit brought against a drug manufacturer.
Distribution Solutions segment’s gross profit margin increased in 2011 compared to 2010 primarily due to
higher buy margin, increased sales of higher margin generic drugs and due to our acquisition of US Oncology,
partially offset by a decline in demand associated with the flu season and a decrease in sell margin. Our Distribution
Solutions segment’s 2011 gross profit margin was also favorably affected by the receipt of $51 million representing
our share of a settlement of an antitrust class action lawsuit brought against a drug manufacturer. Buy margin
primarily reflects volume and timing of compensation from branded pharmaceutical manufacturers.
Our last-in, first-out (“LIFO”) net inventory expense was $11 million in 2012, $3 million in 2011 and
$8 million for 2010. Our Distribution Solutions segment uses the LIFO method of accounting for the majority of its
inventories, which results in cost of sales that more closely reflects replacement cost than under other accounting
methods. The practice in the Distribution Solutions segment’s distribution businesses is to pass on to customers
published price changes from suppliers. Manufacturers generally provide us with price protection, which limits
price-related inventory losses. Price declines on many generic pharmaceutical products in this segment over the last
few years have moderated the effects of inflation in other product categories, which resulted in minimal overall price
changes in those years. During 2012, we experienced a decline in deflationary trends in generic pharmaceuticals as
a result of a reduction in generic product launches as compared to the prior year. Additional information regarding
our LIFO accounting is included under the caption “Critical Accounting Policies and Estimates,” included in this
Financial Review.
Technology Solutions segment’s gross profit margin increased in 2012 compared to 2011, primarily due to an
increase in higher margin revenues, a $72 million asset impairment charge related to our Horizon Enterprise
ManagementTM (“HzERM”) software product in 2011 and lower amortization expense related to HzERM. These
increases were partially offset by product alignment charges of $31 million in 2012.
Technology Solutions segment’s gross profit margin decreased in 2011 compared to 2010 primarily due to a
$72 million asset impairment charge related to HzERM, the sale of MAP and continued investment in our clinical
and enterprise revenue management solutions products, partially offset by a shift to higher margin revenue.
During the third quarter of 2012, we approved a plan to align our hospital clinical and revenue cycle healthcare
software products within our Technology Solutions segment. As part of this alignment strategy, we will be
converging our core clinical and revenue cycle Horizon and Paragon product lines onto Paragon’s Microsoft®–
based platform over time. Additionally, we have stopped development of our HzERM software product. The plan
resulted in a pre-tax charge of $51 million in 2012, of which $31 million was recorded to cost of sales and $20
million was recorded to operating expenses within our Technology Solutions segment. The majority of these
charges were incurred in the third quarter of 2012. The pre-tax charge includes $24 million of non-cash asset
impairment charges, primarily for the write-off of prepaid licenses and commissions and capitalized internal use
software that were determined to be obsolete as they would not be utilized going forward, $10 million for severance,
$7 million for customer allowances and $10 million for other charges.
32
McKESSON CORPORATION
FINANCIAL REVIEW (Continued)
Our capitalized software held for sale is amortized over three years. At each balance sheet date, or earlier if an
indicator of an impairment exists, we evaluate the recoverability of unamortized capitalized software costs based on
estimated future undiscounted revenues net of estimated related costs over the remaining amortization period. At
the end of the second quarter of 2010, our HzERM software product became generally available. In October 2010,
we decreased our estimated revenues over the next 24 months for our HzERM software product and, as a result,
concluded that the estimated future revenues, net of estimated related costs, were insufficient to recover its carrying
value. Accordingly, we recorded a $72 million non-cash impairment charge in the second quarter of 2011 within
our Technology Solutions segment’s cost of sales to reduce the carrying value of the software product to its net
realizable value.
Change
Operating Expenses:
(Dollars in millions)
Operating Expenses
Distribution Solutions (1)
Technology Solutions
Corporate
Subtotal
Litigation Credit, Net
Total
Years Ended March 31,
2011
2012
2010
$
$
2,854
1,151
413
4,418
—
4,418
$
$
2,673
1,108
368
4,149
2,260
1,077
351
3,688
—
(20)
$
4,149
$
3,668
2012
7%
4
12%
6
—
6
Operating Expenses as a Percentage of Revenues
Distribution Solutions
Technology Solutions
Total
2.39%
2.45%
2.14%
34.77
3.60
34.68
3.70
34.48
3.37
(6)bp
9
(10)
(1) Operating expenses for 2012 and 2011 include $149 million and $213 million of AWP litigation charges.
2011
18%
3
5
13
—
13
31bp
20
33
Operating expenses increased 6% to $4.4 billion in 2012 and 13% to $4.1 billion in 2011. Operating expenses
include pre-tax charges of $149 million and $213 million in 2012 and 2011 relating to our AWP litigation and a pre-
tax credit of $20 million in 2010 relating to our securities litigation matter. Operating expenses increased in 2012
primarily due to the addition of US Oncology, higher employee compensation and benefits costs and an increase in
expenses associated with supporting higher revenues, partially offset by a lower AWP litigation charge. Operating
expenses increased in 2011 primarily due to the AWP litigation charge, higher costs associated with employee
compensation and benefits, including our Profit Sharing Investment Plan (“PSIP”), and the acquisition of US
Oncology.
The McKesson Corporation PSIP was a member of the settlement class in the Consolidated Securities Litigation
Action. On April 27, 2009, the court issued an order approving the distribution of the settlement funds. On October
9, 2009, the PSIP received approximately $119 million of the Consolidated Securities Litigation Action proceeds.
Approximately $42 million of the proceeds were attributable to the allocated shares of McKesson common stock
owned by the PSIP participants during the Consolidated Securities Litigation Action class-holding period and were
allocated to the respective participants on that basis in the third quarter of 2010. Approximately $77 million of the
proceeds were attributable to the unallocated shares (the “Unallocated Proceeds”) of McKesson common stock
owned by the PSIP in an employee stock ownership plan (“ESOP”) suspense account. In accordance with the plan
terms, the PSIP distributed all of the Unallocated Proceeds to current PSIP participants after the close of the plan
year in April 2010. The receipt of the Unallocated Proceeds by the PSIP was reimbursement for the loss in value of
the Company’s common stock held by the PSIP in its ESOP suspense account during the Consolidated Securities
Litigation Action class-holding period and was not a contribution made by the Company to the PSIP or ESOP.
Accordingly, there were no accounting consequences to the Company’s financial statements relating to the receipt of
the Unallocated Proceeds by the PSIP.
As a result of the PSIP’s receipt of the Unallocated Proceeds, in 2010 the Company contributed $1 million to
the PSIP. Accordingly, PSIP expense for 2010 was nominal. Commencing in 2011, the Company resumed its
contributions to the PSIP.
33
McKESSON CORPORATION
FINANCIAL REVIEW (Continued)
PSIP expense by segment for the last three years was as follows:
(In millions)
Distribution Solutions
Technology Solutions
Corporate
PSIP expense
Cost of sales (1)
Operating expenses
PSIP expense
2012
22
30
6
58
17
41
58
$
$
$
$
$
Years Ended March 31,
2011
23
32
4
59
$
$
$
$
$
17
42
59
$
$
2010
—
1
—
1
—
1
1
(1) Amounts recorded to cost of sales pertain solely to our McKesson Technology Solutions segment.
Acquisition-related expenses were primarily incurred in 2012 and 2011 to acquire and integrate US Oncology.
Acquisition-related expenses are generally recorded within operating expenses. In 2011, we incurred $25 million of
bridge loan fees in connection with our acquisition of US Oncology, which were accounted as interest expense in
Corporate, and we received reimbursement of post-acquisition interest expense from former shareholders of US
Oncology of $16 million, which was accounted as other income.
Acquisition-related expenses were as follows:
(In millions)
Operating Expenses:
Distribution Solutions
Technology Solutions
Corporate
Total
$
Other Income: reimbursement of post-acquisition interest
expense from former US Oncology shareholders
Interest Expense: bridge loan fees
Total Acquisition-related Expenses
$
2012
Years Ended March 31,
2011
2010
24
6
1
31
—
—
31
$
$
41
—
2
43
(16)
25
52
$
$
—
—
—
—
—
—
—
Amortization expense of acquired intangible assets purchased in connection with acquisitions (“acquisition-
related amortization”) increased by $59 million to $191 million in 2012 and by $11 million to $132 million in 2011
compared to same periods a year ago. The increases were primarily due to our acquisition of US Oncology.
Acquisition-related amortization was as follows:
(In millions)
Cost of Sales:
Distribution Solutions
Technology Solutions
Total
Operating Expenses:
Distribution Solutions
Technology Solutions
Total
Total Acquisition-related Amortization
2012
Years Ended March 31,
2011
2010
$
$
1
19
20
120
51
171
191
$
$
—
16
16
70
46
116
132
$
$
1
20
21
53
47
100
121
34
McKESSON CORPORATION
FINANCIAL REVIEW (Continued)
Distribution Solutions segment’s operating expenses increased in 2012 compared to 2011 primarily reflecting
the addition of US Oncology, higher employee compensation and benefits expenses and an increase in expenses
associated with supporting higher revenues, partially offset by a lower AWP litigation charge. Operating expenses
as a percentage of revenues decreased in 2012 compared to 2011 primarily due to operating leverage, partially offset
by the addition of US Oncology.
Distribution Solutions segment’s operating expenses and operating expenses as a percentage of revenues
increased in 2011 compared to 2010 primarily due to the AWP litigation charge of $213 million in 2011, higher
employee compensation and benefits expenses, including PSIP expenses, the addition of US Oncology and changes
in foreign currency exchange rates.
The Company has a reserve relating to AWP public entity claims, which is reviewed at least quarterly and
whenever events or circumstances indicate changes, including consideration of the pace and progress of discussions
relating to potentially resolving other public entity claims. Pre-tax charges relating to changes in the Company's
AWP litigation reserve, including accrued interest, are recorded in the Distribution Solutions segment. The
Company's AWP litigation reserve is included in other current liabilities in the consolidated balance sheets. In view
of the number of outstanding cases and expected future claims, and the uncertainties of the timing and outcome of
this type of litigation, it is possible that the ultimate costs of these matters may exceed or be less than the reserve.
The following is the activity related to the AWP litigation reserve for the years ended March 31, 2012, 2011 and
2010:
(In millions)
AWP litigation reserve at beginning of period
Charges incurred
Payments made
AWP litigation reserve at end of period
2012
330
149
(26)
453
$
$
Years Ended March 31,
2011
2010
$
$
143
213
(26)
330
$
$
143
—
—
143
The charges for 2012 primarily related to the Douglas County, Kansas Action settlement and the state and
federal Medicaid claims. The charges for 2011 primarily related to state and federal Medicaid claims.
On April 3, 2012, the Company entered into a settlement agreement with the United States Department of
Justice to resolve the federal share of Medicaid claims related to AWP. The total settlement amount of $191
million, which includes interest, was paid on April 9, 2012.
Refer to Financial Note 19, “Other Commitments and Contingent Liabilities,” to the consolidated financial
statements appearing in this Annual Report on Form 10-K for further information.
Technology Solutions segment’s operating expenses and operating expenses as a percentage of revenues
increased in 2012 compared to 2011 primarily due to continued investment in research and development activities, a
number of small acquisitions in 2012 and a charge of $20 million for a product alignment plan. These increases
were partially offset by cost containment efforts. Technology Solutions segment’s operating expenses and operating
expenses as a percentage of revenues increased in 2011 compared to 2010 primarily due to our increased investment
in research and development activities and higher employee compensation and benefit costs, which includes PSIP
expense, partially offset by the sale of MAP in the second quarter of 2011.
Corporate expenses for 2012 increased compared to 2011 primarily due to higher employee compensation and
benefits expenses and a charitable contribution. Corporate expenses for 2011 increased compared to 2010 primarily
due to higher compensation and benefits costs and an asset impairment charge for certain tangible property. These
increases were partially offset by lower fees associated with our accounts receivable facility. As a result of our
adoption of a new accounting standard for transfers of financial assets on April 1, 2010, fees associated with our
accounts receivable sales facility are recorded in interest expense. Prior to 2011, these fees were recorded in
Corporate administrative expenses.
35
McKESSON CORPORATION
FINANCIAL REVIEW (Continued)
Other Income, Net:
(Dollars in millions)
Other Income, Net
Distribution Solutions
Technology Solutions
Corporate
Total
Years Ended March 31,
2011
2012
2010
Change
2012
2011
$
$
16
5
—
21
$
$
5
4
27
36
$
$
29
5
9
43
220%
25
(100)
(42)
(83)%
(20)
200
(16)
In 2011, other income, net included the receipt of $16 million representing the reimbursement of post-
acquisition interest expense by the former shareholders of US Oncology, which is recorded in Corporate. In 2010,
other income, net included a $17 million pre-tax gain ($14 million after-tax) from the sale of our 50% equity interest
in MLS. The gain on sale of our investment in MLS was recorded within our Distribution Solutions segment.
Segment Operating Profit and Corporate Expenses:
(Dollars in millions)
Segment Operating Profit (1)
Distribution Solutions (2)
Technology Solutions
Subtotal
Corporate Expenses, Net
Litigation Credit, Net
Interest Expense
Income from Continuing Operations Before
Years Ended March 31,
2011
2012
2010
Change
2012
2011
$
2,219
364
2,583
(413)
—
(251)
$
$
1,897
301
2,198
(341)
—
(222)
1,988
385
2,373
(342)
20
(187)
17%
21
18
21
—
13
(5)%
(22)
(7)
—
—
19
Income Taxes
$
1,919
$
1,635
$
1,864
17
(12)
Segment Operating Profit Margin
Distribution Solutions
Technology Solutions
1.86%
11.00
1.74%
9.42
1.88%
12.32
12bp
158
(14)bp
(290)
(1)
Segment operating profit includes gross profit, net of operating expenses, plus other income, net for our two operating
segments.
(2) Operating expenses for 2012 and 2011 for our Distribution Solutions segment included $149 million and $213 million of
AWP litigation charges.
Operating profit margin for our Distribution Solutions segment increased in 2012 compared to 2011 primarily
due to higher gross profit margin, which included a full year of results from US Oncology, and lower operating
expenses as a percentage of revenues, which included a lower AWP litigation charge. Operating profit margin for
our Distribution Solutions segment decreased in 2011 compared to 2010 primarily due to higher operating expenses
as a percentage of revenue, including a $213 million AWP litigation charge, partially offset by a higher gross profit
margin, which included the receipt of $51 million representing our share of an antitrust class action lawsuit brought
against a drug manufacturer.
Operating profit margin in our Technology Solutions segment increased in 2012 compared to 2011 primarily
reflecting an increase in gross profit margin, partially offset by an increase in operating expenses as a percentage of
revenues. Operating profit margin in our Technology Solutions segment decreased in 2011 compared to 2010
primarily reflecting a decrease in gross profit margin, which included the $72 million asset impairment charge, and
an increase in operating expenses as a percentage of revenues.
36
McKESSON CORPORATION
FINANCIAL REVIEW (Continued)
Corporate expenses, net of other income increased in 2012 compared to 2011 primarily due an increase in
operating expenses and a decrease in other income. Corporate expenses, net of other income were flat in 2011
compared to 2010 primarily due to an increase in operating expenses, which were offset by an increase in other
income.
Litigation Credit, Net: In 2010, we recorded a net credit of $20 million relating to settlements for a securities
litigation.
Interest Expense: Interest expense increased in 2012 compared to 2011 primarily due to the $1.7 billion of
long-term debt issued in February 2011 in connection with our acquisition of US Oncology. Interest expense
increased in 2011 compared to 2010 primarily due to $25 million of bridge loan fees related to the acquisition of US
Oncology, interest expense associated with the assumed debt and the subsequent refinancing of the debt, and fees
from our accounts receivable sales facility, which are recorded in interest expense commencing in 2011. These
increases were partially offset by lower interest expense due to the repayment of $215 million of our long-term debt
in March 2010. Refer to our discussion under the caption “Credit Resources” within this Financial Review for
additional information regarding our financing activities.
Income Taxes: Our reported income tax rates were 26.9%, 30.9% and 32.2% in 2012, 2011 and 2010.
Fluctuations in our reported income tax rates are primarily due to changes within our business mix, including
varying proportions of income attributable to foreign countries that have lower income tax rates. In addition, in
2012, 2011 and 2010, income tax expense included $66 million, $34 million and $7 million of net income tax
benefits for discrete items, which primarily relates to the recognition of previously unrecognized tax benefits and
accrued interest. Included in the 2012 discrete tax benefit, is a $31 million credit to income tax expense as a result
of the reversal of an income tax reserve relating to our AWP litigation.
We have received tax assessments of $98 million from the U.S. Internal Revenue Service (“IRS”) relating to
2003 through 2006. We disagree with a substantial portion of the tax assessments primarily relating to transfer
pricing. We are pursuing administrative relief through the appeals process and an opening conference has been
scheduled for May 15, 2012. We have received assessments from the Canada Revenue Agency (“CRA”) for a total
of $169 million related to transfer pricing for 2003 through 2007. Payments of most of the assessments to the CRA
have been made to stop the accrual of interest. We have appealed the assessment for 2003 to the Tax Court of
Canada and have filed a notice of objection for 2004 through 2007. The trial between McKesson Canada
Corporation and the CRA, argued in the Tax Court of Canada, concluded in early February 2012, and we are waiting
for the decision. We continue to believe in the merits of our tax positions and that we have adequately provided for
any potential adverse results relating to these examinations in our financial statements. However, the final
resolution of these issues could result in an increase or decrease to income tax expense.
Discontinued Operation: In July 2010, our Technology Solutions segment sold its wholly-owned subsidiary,
MAP, a provider of phone and web-based healthcare services in Australia and New Zealand, for net sales proceeds
of $109 million. The divestiture generated a pre-tax and after-tax gain of $95 million and $72 million. As a result
of the sale, we were able to utilize capital loss carry-forwards for which we previously recorded a valuation
allowance of $15 million. The release of the valuation allowance is included as a tax benefit in our after-tax gain on
the divestiture. The after-tax gain on disposition was recorded as a discontinued operation in our consolidated
statement of operations in 2011. The historical financial operating results and net assets of MAP were not material
to our consolidated financial statements for all periods presented.
Net Income: Net income was $1,403 million, $1,202 million and $1,263 million in 2012, 2011 and 2010 and
diluted earnings per common share were $5.59, $4.57 and $4.62. Net income and diluted earnings per common
share for 2012 and 2011 include after-tax AWP litigation charges of $60 million and $149 million, or $0.24 and
$0.57 per diluted common share. Net income and diluted earnings per common share for 2010 include an after-tax
securities litigation credit of $12 million, or $0.04 per diluted common share. Net income and diluted earnings per
common share for 2011 also included an after-tax gain of $72 million, or $0.28 per diluted share relating to our sale
of MAP.
37
McKESSON CORPORATION
FINANCIAL REVIEW (Continued)
Weighted Average Diluted Common Shares Outstanding: Diluted earnings per common share was calculated
based on a weighted average number of shares outstanding of 251 million, 263 million and 273 million for 2012,
2011 and 2010. The decreases in the number of weighted average diluted common shares outstanding primarily
reflect the cumulative effect of share repurchases over the past three years, partially offset by the exercise and
settlement of share-based awards.
International Operations
International operations accounted for 8.6%, 8.9% and 8.6% of 2012, 2011 and 2010 consolidated revenues.
International operations are subject to certain risks, including currency fluctuations. We monitor our operations and
adopt strategies responsive to changes in the economic and political environment in each of the countries in which
we operate. Additional information regarding our international operations is also included in Financial Note 22,
“Segments of Business,” to the consolidated financial statements appearing in this Annual Report on Form 10-K.
Business Combinations
On December 30, 2010, we acquired all of the outstanding shares of US Oncology for approximately $2.1
billion, consisting of cash consideration of $0.2 billion, net of cash acquired, and the assumption of liabilities with a
fair value of $1.9 billion. The cash paid at acquisition was funded from cash on hand. As an integrated oncology
company, US Oncology is affiliated with community-based oncologists, and works with patients, hospitals, payers
and the medical industry across all phases of the cancer research and delivery continuum. The acquisition of US
Oncology expands our existing specialty pharmaceutical distribution business and adds practice management
services for oncologists. Financial results for US Oncology have been included in the results of operations within
our Distribution Solutions segment beginning in the fourth quarter of 2011.
On March 25, 2012, we acquired substantially all of the assets of Drug Trading Company Limited, the
independent banner business of the Katz Group Canada Inc. (“Katz Group”), and Medicine Shoppe Canada Inc., the
franchise business of the Katz Group (collectively, “Katz Assets”) for approximately $919 million, net of cash
acquired. The total purchase price is subject to change due to working capital adjustments within 60 days of closing.
The cash paid at acquisition was funded from cash on hand. The acquisition of the assets from the Drug Trading
Company Limited consists of a marketing and purchasing arm of more than 850 independently owned pharmacies in
Canada. The acquisition of Medicine Shoppe Canada Inc. consists of the franchise business of providing services to
more than 160 independent pharmacies in Canada. Financial results for this acquisition were not included in the
results of operations for 2012 as they were not material. These results will be included in the results of operations
within our Canadian pharmaceutical distribution and services, which is part of our Distribution Solutions segment,
beginning in the first quarter of 2013.
In April 2012, we purchased the remaining 50% interest in our corporate headquarters building located in San
Francisco, California, for total cash of $90 million. The cash paid was funded from cash on hand. We previously
held a 50% ownership interest and are the primary tenant in this building. This transaction will be accounted for as
a step acquisition, which requires that we re-measure our previously held 50% interest to fair value and record the
difference between the fair value and carrying value as a gain in the consolidated statements of operations. The re-
measurement to fair value is anticipated to result in a pre-tax gain of approximately $75 million ($46 million after-
tax). The pre-tax gain will be recorded within Corporate in the consolidated statements of operations during the
quarter ending June 30, 2012.
During the last three years, we also completed a number of other smaller acquisitions within both of our
operating segments. Financial results for our business acquisitions have been included in our consolidated financial
statements since their respective acquisition dates. Purchase prices for our business acquisitions have been allocated
based on estimated fair values at the date of acquisition.
38
McKESSON CORPORATION
FINANCIAL REVIEW (Continued)
Goodwill recognized for our business acquisitions is generally not expected to be deductible for tax purposes.
However, if we acquire the assets of a company, the goodwill may be deductible for tax purposes. The pro forma
results of operations for our business acquisitions and the results of operations for these acquisitions since the
acquisition date have not been presented because the effects were not material to the consolidated financial
statements on either an individual or an aggregate basis. Refer to Financial Notes 2 and 12, “Business
Combinations” and “Debt and Financing Activities,” to the consolidated financial statements appearing in this
Annual Report on Form 10-K for additional information.
2013 Outlook
Information regarding the Company’s 2013 outlook is contained in our Form 8-K dated April 30, 2012. This
Form 8-K should be read in conjunction with the sections Item 1 – Business – Forward-Looking Statements and
Item 1A – Risk Factors in Part 1 of this Annual Report on Form 10-K.
39
McKESSON CORPORATION
FINANCIAL REVIEW (Continued)
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
We consider an accounting estimate to be critical if the estimate requires us to make assumptions about matters
that were uncertain at the time the accounting estimate was made and if different estimates that we reasonably could
have used in the current period, or changes in the accounting estimate that are reasonably likely to occur from period
to period, could have a material impact on our financial condition or results from operations. Below are the
estimates that we believe are critical to the understanding of our operating results and financial condition. Other
accounting policies are described in Financial Note 1, “Significant Accounting Policies,” to the consolidated
financial statements appearing in this Annual Report on Form 10-K. Because of the uncertainty inherent in such
estimates, actual results may differ from these estimates.
Allowance for Doubtful Accounts: We provide short-term credit and other customer financing arrangements to
customers who purchase our products and services. Other customer financing primarily relates to guarantees
provided to our customers, or their creditors, regarding the repurchase of inventories. We also provide financing to
certain customers related to the purchase of pharmacies, which serve as collateral for the loans. We estimate the
receivables for which we do not expect full collection based on historical collection rates and specific knowledge
regarding the current creditworthiness of our customers and record an allowance in our consolidated financial
statements for these amounts.
In determining the appropriate allowance for doubtful accounts, which includes portfolio and specific reserves,
the Company reviews accounts receivable aging, industry trends, customer financial strength, credit standing,
historical write-off trends and payment history to assess the probability of collection. If the frequency and severity
of customer defaults due to our customers’ financial condition or general economic conditions change, our
allowance for uncollectible accounts may require adjustment. As a result, we continuously monitor outstanding
receivables and other customer financing and adjust allowances for accounts where collection may be in doubt.
During 2012, sales to our ten largest customers accounted for approximately 52% of our total consolidated revenues.
Sales to our two largest customers, CVS Caremark Corporation (“CVS”) and Rite Aid Corporation (“Rite Aid”),
accounted for approximately 16% and 10% of our total consolidated revenues. At March 31, 2012, accounts
receivable from our ten largest customers were approximately 49% of total accounts receivable. Accounts
receivable from CVS, Wal-Mart Stores, Inc. (“Walmart”) and Rite Aid were approximately 17%, 10% and 9% of
total accounts receivable. As a result, our sales and credit concentration is significant. A default in payments, a
material reduction in purchases from these, or any other large customer or the loss of a large customer could have a
material adverse impact on our financial condition, results of operations and liquidity.
Reserve methodologies are assessed annually based on historical losses and economic, business and market
trends. In addition, reserves are reviewed quarterly and updated if unusual circumstances or trends are present. We
believe the reserves maintained and expenses recorded in 2012 are appropriate and consistent with historical
methodologies employed. At this time, we are not aware of any internal process or customer issues that might lead
to a significant increase in the foreseeable future in our allowance for doubtful accounts as a percentage of net
revenue.
At March 31, 2012, trade and notes receivables were $8,735 million prior to allowances of $111 million. In
2012, 2011 and 2010 our provision for bad debts was $30 million, $18 million and $17 million. At March 31, 2012
and 2011, the allowance as a percentage of trade and notes receivables was 1.3% and 1.5%. An increase or decrease
of a hypothetical 0.1% in the 2012 allowance as a percentage of trade and notes receivables would result in an
increase or decrease in the provision for bad debts of approximately $9 million. The selected 0.1% hypothetical
change does not reflect what could be considered the best or worst case scenarios. Additional information
concerning our allowance for doubtful accounts may be found in Schedule II included in this Annual Report on
Form 10-K.
40
McKESSON CORPORATION
FINANCIAL REVIEW (Continued)
Inventories: We report inventories at the lower of cost or market (“LCM”). Inventories for our Distribution
Solutions segment consist of merchandise held for resale. For our Distribution Solutions segment, the majority of
the cost of domestic inventories is determined using the LIFO method and the cost of Canadian inventories is
determined using the first-in, first-out (“FIFO”) method. Technology Solutions segment inventories consist of
computer hardware with cost generally determined by the standard cost method, which approximates average cost.
Rebates, fees, cash discounts, allowances, chargebacks and other incentives received from vendors are generally
accounted for as a reduction in the cost of inventory and are recognized when the inventory is sold. Total
inventories were $10.1 billion and $9.2 billion at March 31, 2012 and 2011.
The LIFO method was used to value approximately 88% and 87% of our inventories at March 31, 2012 and
2011. At March 31, 2012 and 2011, our LIFO reserves, net of LCM adjustments, were $107 million and
$96 million. LIFO reserves include both pharmaceutical and non-pharmaceutical products. In 2012, 2011 and
2010, we recognized net LIFO expense of $11 million, $3 million and $8 million within our consolidated statements
of operations, which related to our non-pharmaceutical products. A LIFO expense is recognized when the net effect
of price increases on branded pharmaceuticals and non-pharmaceutical products held in inventory exceeds the
impact of price declines and shifts towards generic pharmaceuticals, including the effect of branded pharmaceutical
products that have lost market exclusivity. A LIFO credit is recognized when the net effect of price declines and
shifts towards generic pharmaceuticals exceeds the impact of price increases on branded pharmaceuticals and non-
pharmaceutical products held in inventory.
We believe that the average cost or FIFO inventory costing method provides a reasonable estimation of the
current cost of replacing inventory (i.e., “market”). As such, our LIFO inventory is valued at the lower of LIFO or
market. Primarily due to continued net deflation in generic pharmaceutical inventories, pharmaceutical inventories
at LIFO were $76 million and $156 million higher than market as of March 31, 2012 and 2011. As a result, we
recorded a LCM credit of $80 million in 2012 and a LCM charge of $44 million in 2011 within our consolidated
statements of operations to adjust our LIFO inventories to market. During 2012, we experienced a decline in
deflationary trends in generic pharmaceuticals as a result of a reduction in generic product launches as compared to
the prior year.
In determining whether inventory valuation issues exist, we consider various factors including estimated
quantities of slow-moving inventory by reviewing on-hand quantities, outstanding purchase obligations and
forecasted sales. Shifts in market trends and conditions, changes in customer preferences due to the introduction of
generic drugs or new pharmaceutical products or the loss of one or more significant customers are factors that could
affect the value of our inventories. We write down inventories, which are considered excess and obsolete, as a result
of these reviews. These factors could make our estimates of inventory valuation differ from actual results.
Business Combinations: We account for acquired businesses using the acquisition method of accounting, which
requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair
values. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as
goodwill. Acquisition-related expenses and related restructuring costs are expensed as incurred.
Several methods may be used to determine the fair value of assets acquired and liabilities assumed. For
intangible assets, we typically use the income method. This method starts with a forecast of all of the expected
future net cash flows for each asset. These cash flows are then adjusted to present value by applying an appropriate
discount rate that reflects the risk factors associated with the cash flow streams. Some of the more significant
estimates and assumptions inherent in the income method or other methods include the amount and timing of
projected future cash flows, the discount rate selected to measure the risks inherent in the future cash flows and the
assessment of the asset’s life cycle and the competitive trends impacting the asset, including consideration of any
technical, legal, regulatory, or economic barriers to entry. Determining the useful life of an intangible asset also
requires judgment as different types of intangible assets will have different useful lives and certain assets may even
be considered to have indefinite useful lives. Refer to Financial Note 2, “Business Combinations,” to the
consolidated financial statements appearing in this Annual Report on Form 10-K for additional information
regarding our acquisitions.
41
McKESSON CORPORATION
FINANCIAL REVIEW (Continued)
Goodwill: As a result of acquiring businesses, we have $5,032 million and $4,364 million of goodwill at
March 31, 2012 and 2011. We maintain goodwill assets on our books unless the assets are considered to be
impaired. We perform an impairment test on goodwill balances annually in the fourth quarter or more frequently if
indicators for potential impairment exist. Indicators that are considered include significant changes in performance
relative to expected operating results, significant changes in the use of the assets, significant negative industry or
economic trends, or a significant decline in the Company’s stock price and/or market capitalization for a sustained
period of time.
Impairment testing is conducted at the reporting unit level, which is generally defined as a component – one
level below our Distribution Solutions and Technology Solutions operating segments, for which discrete financial
information is available and segment management regularly reviews the operating results of that unit. Components
that have essentially similar operations, products, services and customers are aggregated as a single reporting unit.
Management judgment is involved in determining which components may be combined and changes in these
combinations could affect the outcome of the testing.
Impairment tests require that we compare the carrying value of net assets to the estimated fair value of net
assets for the reporting units. Goodwill is reviewed for impairment utilizing either a qualitative or quantitative
assessment. If we decide that it is appropriate to perform a qualitative assessment and conclude that the fair value of
a reporting unit more likely than not exceeds its carrying value, no further evaluation is necessary. For reporting
units where we perform a quantitative assessment, the fair values can be determined using the market, income or
cost approach. To estimate the fair value of our reporting units, we use a combination of the market approach and
the income approach. Under the market approach, we estimate fair value by comparing the business to similar
businesses, or guideline companies whose securities are actively traded in public markets. Under the income
approach, we use a discounted cash flow model in which cash flows anticipated over several periods, plus a terminal
value at the end of that time horizon, are discounted to their present value using an appropriate rate of return. In
addition, we compare the aggregate fair value of our reporting units to our market capitalization as further
corroboration of the fair value.
Some of the more significant estimates and assumptions inherent in the goodwill impairment estimation process
using the market approach include the selection of appropriate guideline companies, the determination of market
value multiples for both the guideline companies and the reporting unit, the determination of applicable premiums
and discounts based on any differences in marketability between the business and the guideline companies and for
the income approach, the required rate of return used in the discounted cash flow method, which reflects capital
market conditions and the specific risks associated with the business. Other estimates inherent in both the market
and income approaches include long-term growth rates, projected revenues and earnings and cash flow forecasts for
the reporting units.
Estimates of fair value result from a complex series of judgments about future events and uncertainties and rely
heavily on estimates and assumptions at a point in time. The judgments made in determining an estimate of fair
value may materially impact our results of operations. The valuations are based on information available as of the
impairment review date and are based on expectations and assumptions that have been deemed reasonable by
management. Any changes in key assumptions, including failure to meet business plans, a further deterioration in
the market or other unanticipated events and circumstances, may affect the accuracy or validity of such estimates
and could potentially result in an impairment charge.
In 2012, 2011 and 2010, we concluded that there were no impairments of goodwill as the fair value of each
reporting unit exceeded its carrying value.
Supplier Incentives: Fees for service and other incentives received from suppliers, relating to the purchase or
distribution of inventory, are generally reported as a reduction to cost of goods sold. We consider these fees and
other incentives to represent product discounts and as a result, the amounts are recorded as a reduction of product
cost and are recognized through cost of goods sold upon the sale of the related inventory.
42
McKESSON CORPORATION
FINANCIAL REVIEW (Continued)
Supplier Reserves: We establish reserves against amounts due from suppliers relating to various price and
rebate incentives, including deductions or billings taken against payments otherwise due to them. These reserve
estimates are established based on judgment after considering the status of current outstanding claims, historical
experience with the suppliers, the specific incentive programs and any other pertinent information available. We
evaluate the amounts due from suppliers on a continual basis and adjust the reserve estimates when appropriate
based on changes in factual circumstances. As of March 31, 2012 and 2011, supplier reserves were $115 million
and $102 million. The ultimate outcome of any outstanding claims may be different from our estimate. All of the
supplier reserves at March 31, 2012 and 2011 pertain to our Distribution Solutions segment. An increase or
decrease in the supplier reserve as a hypothetical 0.1% of trade payables at March 31, 2012 would result in an
increase or decrease in the cost of sales of approximately $16 million in 2012. The selected 0.1% hypothetical
change does not reflect what could be considered the best or worst case scenarios.
Income Taxes: Our income tax expense and deferred tax assets and liabilities reflect management’s best
assessment of estimated current and future taxes to be paid. We are subject to income taxes in the U.S. and
numerous foreign jurisdictions. Significant judgments and estimates are required in determining the consolidated
income tax provision and in evaluating income tax uncertainties. We review our tax positions at the end of each
quarter and adjust the balances as new information becomes available.
Deferred income taxes arise from temporary differences between the tax and financial statement recognition of
revenue and expense. In evaluating our ability to recover our deferred tax assets, we consider all available positive
and negative evidence including our past operating results, the existence of cumulative net operating losses in the
most recent years and our forecast of future taxable income. In estimating future taxable income, we develop
assumptions including the amount of future federal, state and foreign pre-tax operating income, the reversal of
temporary differences and the implementation of feasible and prudent tax planning strategies. These assumptions
require significant judgment about the forecasts of future taxable income and are consistent with the plans and
estimates we use to manage the underlying businesses. We had deferred income tax assets (net of valuation
allowances) of $1,335 million and $1,297 million at March 31, 2012 and 2011 and deferred tax liabilities of
$2,495 million and $2,261 million. Deferred tax assets primarily consist of net loss and credit carryforwards and
timing differences on our compensation and benefit related accruals. Deferred tax liabilities primarily consist of
basis differences for inventory valuation (including inventory valued at LIFO) and other assets. We established
valuation allowances of $101 million and $99 million for 2012 and 2011 against certain deferred tax assets, which
primarily relate to federal, state and foreign loss carryforwards for which the ultimate realization of future benefits is
uncertain. Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future.
Should tax laws change, including those laws pertaining to LIFO, our cash flows could be materially impacted.
If our assumptions and estimates described above were to change, an increase/decrease of 1% in our effective
tax rate as applied to income from continuing operations would have increased/decreased tax expense by
approximately $19 million, or $0.08 per diluted share, for 2012.
Share-Based Compensation: Our compensation programs include share-based compensation. We account for
all share-based compensation transactions using a fair-value based measurement method. The share-based
compensation expense, for the portion of the awards that is ultimately expected to vest, is recognized on a straight-
line basis over the requisite service period for those awards with graded vesting and service conditions. For awards
with performance conditions and multiple vest dates, we recognize the expense on a graded vesting basis. For
awards with performance conditions and a single vest date, we recognize the expense on a straight-line basis.
We estimate the grant-date fair value of employee stock options using the Black-Scholes options-pricing model.
Our estimates of employee stock option values rely on estimates of factors we input into the model. The key factors
involve an estimate of future uncertain events. The key factors influencing the estimation process, among others,
are the expected life of the option, the expected stock price volatility and the expected dividend yield. In
determining the expected life of the option, we primarily use historical experience as our best estimate of future
exercise patterns. We use a combination of historical and implied market volatility to determine the expected stock
price volatility factor. We believe that this market-based input provides a better estimate of our future stock price
movements and is consistent with employee stock option valuation considerations. Once the fair values of employee
stock options are determined, current accounting practices do not permit them to be changed, even if the estimates
used are different from actual experience.
43
McKESSON CORPORATION
FINANCIAL REVIEW (Continued)
In addition, we develop an estimate of the number of share-based awards, which will ultimately vest primarily
based on historical experience. Changes in the estimated forfeiture rate can have a material effect on share-based
compensation expense. If the actual forfeiture rate materially differs from the estimated forfeiture rate, then an
adjustment is made to revise the estimated forfeiture rate, which will result in an increase or decrease to the expense
recognized in the financial statements. We re-assess the estimated forfeiture rate established upon grant periodically
throughout the requisite service period. As required, the forfeiture estimates will be adjusted to reflect actual
forfeitures when an award vests. The actual forfeitures in future reporting periods could be materially higher or
lower than our current estimates.
Our assessments of estimated share-based compensation charges are affected by our stock price as well as
assumptions regarding a number of complex and subjective variables and the related tax impact. These variables
include the volatility of our stock price, employee stock option exercise behavior, timing, number and types of
annual share-based awards and the attainment of performance goals. As a result, the future share-based
compensation expense may differ from the Company’s historical amounts.
Loss Contingencies: We are subject to various claims, other pending and potential legal actions for damages,
investigations relating to governmental laws and regulations and other matters arising out of the normal conduct of
our business. When a loss is considered probable and reasonably estimable, we record a liability in the amount of
our best estimate for the ultimate loss. However, the likelihood of a loss with respect to a particular contingency is
often difficult to predict and determining a meaningful estimate of the loss or a range of loss may not be practicable
based on the information available and the potential effect of future events and decisions by third parties that will
determine the ultimate resolution of the contingency. Moreover, it is not uncommon for such matters to be resolved
over many years, during which time relevant developments and new information must be reevaluated at least
quarterly to determine both the likelihood of potential loss and whether it is possible to reasonably estimate a range
of possible loss. When a loss is probable but a reasonable estimate cannot be made, disclosure of the proceeding is
provided.
Disclosure also is provided when it is reasonably possible that a loss will be incurred or when it is reasonably
possible that the amount of a loss will exceed the recorded provision. We review all contingencies at least quarterly
to determine whether the likelihood of loss has changed and to assess whether a reasonable estimate of the loss or
range of the loss can be made. As discussed above, development of a meaningful estimate of loss or a range of
potential loss is complex when the outcome is directly dependent on negotiations with or decisions by third parties,
such as regulatory agencies, the court system and other interested parties. Such factors bear directly on whether it is
possible to reasonably estimate a range of potential loss and boundaries of high and low estimate.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
We expect our available cash generated from operations, together with our existing sources of liquidity from
our accounts receivable sales facility and short-term borrowings under the revolving credit facility and commercial
paper, will be sufficient to fund our long-term and short-term capital expenditures, working capital and other cash
requirements. In addition, from time-to-time, we may access the long-term debt capital markets to discharge our
other liabilities.
Net cash flow from operating activities was $2,950 million in 2012 compared to $2,338 million in 2011 and
$2,316 million in 2010. Operating activities for 2012 reflect an increase in drafts and accounts payable primarily
associated with longer payment terms for certain purchases, partially offset by an increase in receivables and higher
inventories primarily associated with revenue growth.
Operating activities for 2011 reflect an increase in receivables primarily associated with revenue growth,
partially offset by improved management of inventories and longer payment terms for certain purchases.
Operating activities for 2010 were primarily affected by improved management of drafts and accounts payable,
partially offset by an increase in inventories due to our revenue growth and the AWP litigation private payer
settlement payments of $350 million.
44
McKESSON CORPORATION
FINANCIAL REVIEW (Continued)
Cash flows from operations can be significantly impacted by factors such as the timing of receipts from
customers and payments to vendors.
Net cash used in investing activities was $1,502 million in 2012 compared to $624 million in 2011 and
$309 million in 2010. Investing activities for 2012 included $1,156 million of cash payments for acquisitions,
including $919 million for our acquisition of the Katz Assets. Investing activities in 2012 also included $225
million and $178 million in capital expenditures for property acquisitions and capitalized software.
Investing activities for 2011 included $292 million of cash payments for acquisitions, including $244 million
for our acquisition of US Oncology, and $109 million of cash received from the sale of MAP. Investing activities in
2011 also included $233 million and $155 million in capital expenditures for property acquisitions and capitalized
software. Investing activities for 2010 included $199 million and $179 million in capital expenditures for property
acquisitions and capitalized software and the release of $55 million of restricted cash from escrow related to the
AWP private litigation settlement payments.
Financing activities utilized cash of $1,905 million in 2012 compared to $1,841 million in 2011 and
$421 million in 2010. Financing activities for 2012 included $1,850 million of cash paid for share repurchases,
$400 million of cash paid on the maturity of our 7.75% Notes in February 2012, $195 million of dividends paid,
$400 million of cash receipts from secured borrowings and $167 million of cash receipts from employees' exercises
of stock options.
Financing activities for 2011 reflect $1,689 million of cash received from the issuance of long-term debt. In
February 2011, we issued $600 million of 3.25% notes due 2016, $600 million of 4.75% notes due 2021, and $500
million of 6.00% notes due 2041. Net proceeds from the issuance of the long-term notes, after discounts and
offering expenses, were used to pay off the $1,730 million of debt assumed as part of the acquisition of US
Oncology. Also as part of our acquisition of US Oncology, we borrowed $1,000 million for bridge financing which
was fully repaid by February 2011. Financing activities for 2011 also included $2,050 million of cash paid for share
repurchases, $171 million of cash paid for dividends and $367 million of cash receipts from employees’ exercises of
stock options.
Financing activities for 2010 included $323 million of cash paid for share repurchases and $218 million of cash
paid on our long-term debt, which primarily consisted of $215 million paid on the maturity of our 9.13% Series C
Senior Notes in March 2010, $131 million of cash paid for dividends and $212 million of cash receipts from
employees’ exercises of stock options.
The Company’s Board has authorized the repurchase of McKesson’s common stock from time-to-time in open
market transactions, privately negotiated transactions, through accelerated share repurchase (“ASR”) programs, or
by any combination of such methods. The timing of any repurchases and the actual number of shares repurchased
will depend on a variety of factors, including our stock price, corporate and regulatory requirements, restrictions
under our debt obligations and other market and economic conditions.
The Board authorized the repurchase of the Company’s common stock as follows: $1.0 billion in April 2010,
$1.0 billion in October 2010, $1.0 billion in April 2011 and $650 million in January 2012.
Total share repurchases transacted through ASR programs and open market transactions over the last three
years were as follows:
(In millions, except per share data)
Number of shares repurchased (1)
Average price paid per share
Total value of shares repurchased
(1) Excludes shares surrendered for tax withholding.
Years Ended March 31,
2012
2011
2010
$
$
20
83.47
1,850
$
$
29
69.62
2,032
$
$
8
41.47
299
45
McKESSON CORPORATION
FINANCIAL REVIEW (Continued)
In 2012 and 2011, the majority of our share repurchases were transacted through a number of ASR programs
with third party financial institutions as follows: $1.0 billion in May 2010, $275 million in March 2011,
$650 million in May 2011 and $1.2 billion in March 2012. In 2010, all of our share repurchases were conducted
through open market transactions. All programs were funded with cash on hand.
In March 2012, we entered into an ASR program with a third party financial institution to repurchase $1.2
billion of the Company’s common stock. As of March 31, 2012, we had received 12 million shares representing the
minimum number of shares due under this program, and the average price paid per share of $87.19 was based on the
average daily volume-weighted average price of our common stock less a discount calculated as of March 31, 2012.
The total number of shares to be ultimately repurchased by us and the final settlement price per share will be
determined at the completion of this program based on the average daily volume-weighted average price of our
common stock during the program, less a discount. This program is anticipated to be completed no later than the
second quarter of 2013.
In April 2012, the Board authorized the repurchase of an additional $700 million of the Company’s common
stock, bringing the total authorization outstanding to $1.0 billion.
Although we believe that our operating cash flow, financial assets, current access to capital and credit markets,
including our existing credit and sales facilities, will give us the ability to meet our financing needs for the
foreseeable future, there can be no assurance that continued or increased volatility and disruption in the global
capital and credit markets will not impair our liquidity or increase our costs of borrowing.
Selected Measures of Liquidity and Capital Resources:
(Dollars in millions)
Cash and cash equivalents
Working capital
Debt, net of cash and cash equivalents
Debt to capital ratio (1)
Net debt to net capital employed (2)
Return on stockholders’ equity (3)
$
2012
3,149
1,917
831
36.8%
10.8%
19.7%
$
March 31,
2011
3,612
3,631
392
35.7%
5.1%
16.9%
$
2010
3,731
4,492
(1,434)
23.4%
(23.5)%
18.7%
(1) Ratio is computed as total debt divided by the sum of total debt and stockholders’ equity.
(2) Ratio is computed as total debt, net of cash and cash equivalents (“net debt”), divided by the sum of net debt and
stockholders’ equity (“net capital employed”).
(3) Ratio is computed as net income for the last four quarters, divided by a five-quarter average of stockholders’ equity.
Our cash and equivalents balance as of March 31, 2012 included approximately $1.4 billion of cash held by our
subsidiaries outside of the United States. Our primary intent is to utilize this cash in the foreign operations as well
as to fund certain research and development activities for an indefinite period of time. Although the vast majority of
cash held outside the United States is available for repatriation, doing so could subject us to U.S. federal, state and
local income tax. During the fourth quarter of 2011 and pursuant to IRS regulations, we temporarily borrowed and
repaid $1.0 billion of cash held by our subsidiaries outside the United States. The duration of this temporary loan to
the United States was less than 60 days.
Working capital primarily includes cash and cash equivalents, receivables and inventories, net of drafts and
accounts payable, deferred revenue and other current liabilities. Our Distribution Solutions segment requires a
substantial investment in working capital that is susceptible to large variations during the year as a result of
inventory purchase patterns and seasonal demands. Inventory purchase activity is a function of sales activity and
other requirements.
46
McKESSON CORPORATION
FINANCIAL REVIEW (Continued)
Consolidated working capital decreased at March 31, 2012 compared to March 31, 2011 primarily due to
increases in drafts and accounts payable and other accrued liabilities, partially offset by increases in receivables and
inventories. Consolidated working capital decreased at March 31, 2011 compared to March 31, 2010, primarily due
to increases in drafts and accounts payables, other accrued liabilities and the current portion of long-term debt,
partially offset by an increase in receivables.
Our ratio of net debt to net capital employed increased at March 31, 2012 compared to March 31, 2011
primarily due to a lower cash and cash equivalents balance. Our ratio of net debt to net capital employed increased
at March 31, 2011 compared to March 31, 2010 primarily due to an increase in total debt as a result of the US
Oncology acquisition.
In May 2010, the quarterly dividend was raised from $0.12 to $0.18 per common share and in April 2011, the
quarterly dividend was raised from $0.18 to $0.20 per common share. 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 and other factors. In 2012, 2011 and 2010, we paid total cash dividends of $195 million, $171 million
and $131 million.
Contractual Obligations:
The table below presents our significant financial obligations and commitments at March 31, 2012:
$
(In millions)
On balance sheet
Long-term debt (1)
Other (2)
Off balance sheet
Interest on borrowings (3)
Purchase obligations (4)
Operating lease obligations (5)
Customer guarantees (6)
Total
$
Total
Within 1
Over 1 to 3
Over 3 to 5
After 5
Years
$
3,580
405
$
508
49
$
353
180
$
1,100
66
1,787
576
868
166
7,382
$
195
476
188
107
1,523
$
313
90
280
35
1,251
$
269
10
167
3
1,615
$
1,619
110
1,010
—
233
21
2,993
(1) Represents maturities of the Company’s long-term obligations including an immaterial amount of capital lease obligations.
(2) Represents our estimated benefit payments for the unfunded benefit plans and minimum funding requirements for the
pension plans.
Primarily represents interest that will become due on our fixed rate long-term debt obligations.
(3)
(4) A purchase obligation is defined as an arrangement to purchase goods or services that is enforceable and legally binding on
the Company. These obligations primarily relate to inventory purchases, capital commitments and service agreements.
(5) Represents minimum rental payments for operating leases.
(6) Represents primarily agreements with certain of our Canadian customers’ financial institutions under which we have
guaranteed the repurchase of our customers’ inventory or our customers’ debt in the event these customers are unable to
meet their obligations to those financial institutions. We also have an agreement with one software customer that, under
limited circumstances, may require us to secure standby financing. Because the amount of the standby financing is not
explicitly stated, the overall amount of this guarantee cannot reasonably be estimated.
At March 31, 2012, the liability recorded for uncertain tax positions, excluding associated interest and penalties,
was approximately $504 million. Since the ultimate amount and timing of any future cash settlements cannot be
predicted with reasonable certainty, the estimated liability has been excluded from the contractual obligations table.
In addition, at March 31, 2012, our banks and insurance companies have issued $86 million of standby letters of
credit and surety bonds, which were issued on our behalf mostly related to our customer contracts and in order to
meet the security requirements for statutory licenses and permits, court and fiduciary obligations and our workers’
compensation and automotive liability programs.
47
McKESSON CORPORATION
FINANCIAL REVIEW (Continued)
Credit Resources:
We fund our working capital requirements primarily with cash and cash equivalents, as well as, short-term
borrowings under the accounts receivable sales facility, revolving credit facility and from commercial paper
issuances.
Senior Bridge Term Loan Facility
In connection with our execution of an agreement to acquire US Oncology, in November 2010, we entered into
a $2.0 billion unsecured Senior Bridge Term Loan Agreement (“Bridge Loan”). In December 2010, we reduced the
Bridge Loan commitment to $1.0 billion. On January 31, 2011, we borrowed $1.0 billion under the Bridge Loan.
On February 28, 2011, we repaid the funds obtained under the Bridge Loan with long-term debt, as further described
below, and the Senior Bridge Term Loan Agreement was terminated. During the time it was outstanding, the Bridge
Loan bore interest of 1.76%, which was based on the London Interbank Offered Rate plus a margin based on the
Company’s credit rating. Bridge Loan fees in 2011 of $25 million were included in interest expense.
US Oncology Debt Acquired
Upon our purchase of US Oncology in December 2010, we assumed the outstanding debt of US Oncology
Holdings, Inc. and its wholly-owned subsidiary US Oncology, Inc. Immediately prior to our acquisition, US
Oncology Holdings, Inc. called for redemption all of its outstanding Senior Unsecured Floating Rate Toggle Notes
due 2012, and US Oncology, Inc. called for redemption all of its outstanding 9.125% Senior Secured Notes due
2017 and 10.75% Senior Subordinated Notes due 2014. In the fourth quarter of 2011, we paid interest of $50
million and redeemed these notes, including the remaining accrued interest, for $1,738 million using cash on hand
and borrowings under our Bridge Loan.
Long-Term Debt
On February 28, 2011, we issued 3.25% notes due March 1, 2016 in an aggregate principal amount of
$600 million, 4.75% notes due March 1, 2021 in an aggregate principal amount of $600 million and 6.00% notes
due March 1, 2041 in an aggregate principal amount of $500 million. Interest is payable on March 1 and September
1 of each year beginning on September 1, 2011. We utilized net proceeds, after discounts and offering expenses, of
$1,673 million from the issuance of these notes for general corporate purposes, including the repayment of
borrowings under the Bridge Loan.
We repaid our $400 million 7.75% Notes in February 2012 and our $215 million 9.13% Series C Senior notes
in March 2010, both of which had matured.
Accounts Receivable Sales Facility
In May 2011, we renewed our existing accounts receivable sales facility for a one year period under terms
substantially similar to those previously in place. The committed capacity of this facility is $1.35 billion, although,
from time-to-time, the available amount of this facility may be less than $1.35 billion based on accounts receivable
concentration limits and other eligibility requirements. During 2012, we borrowed $400 million under this facility.
There were no borrowings in 2011 under this facility. At March 31, 2012, there were $400 million in secured
borrowings and $400 million of related securitized accounts receivable outstanding, which are included in short-
term borrowings and receivables in the consolidated balance sheets, under this facility. At March 31, 2011 there
were no secured borrowings or related securitized accounts receivables outstanding under this facility. The current
accounts receivable sales facility will expire in May 2012. We anticipate renewing this facility before its expiration.
Additional information regarding our accounts receivable sales facility is included in Financial Notes 1 and 12,
“Significant Accounting Policies” and “Debt and Financing Activities,” to the consolidated financial statements
appearing in this Annual Report on Form 10-K.
48
McKESSON CORPORATION
FINANCIAL REVIEW (Continued)
Revolving Credit Facility
In September 2011, we renewed our existing syndicated $1.3 billion five-year senior unsecured revolving credit
facility, which was scheduled to mature in June 2012. This renewed credit facility has terms and conditions
substantially similar to those previously in place and matures in September 2016. Borrowings under this renewed
credit facility bear interest based upon either the London Interbank Offered Rate or a prime rate. There were no
borrowings under this credit facility during 2012, 2011 and 2010. As of March 31, 2012 and 2011, there were no
borrowings outstanding under this credit facility.
Commercial Paper
There were no commercial paper issuances during 2012, 2011 and 2010 and no amount outstanding at
March 31, 2012 and 2011.
Debt Covenant
Our various borrowing facilities and long-term debt are subject to certain covenants. Our principal debt
covenant is our debt to capital ratio under our unsecured revolving credit facility, which cannot exceed 56.5%. For
the purpose of calculating the debt to capital ratio under this covenant, borrowings under the accounts receivable
sales facility are excluded. If we exceed this ratio, repayment of debt outstanding under the revolving credit facility
could be accelerated. As of March 31, 2012, we were in compliance with our financial covenants. A reduction in
our credit ratings, or the lack of compliance with our covenants, could negatively impact our ability to finance
operations or issue additional debt at acceptable interest rates.
Funds necessary for future debt maturities and our other cash requirements are expected to be met by existing
cash balances, cash flow from operations, existing credit sources and other capital market transactions.
RELATED PARTY BALANCES AND TRANSACTIONS
Information regarding our related party balances and transactions is included in Financial Note 21, “Related
Party Balances and Transactions,” to the consolidated financial statements appearing in this Annual Report on
Form 10-K.
NEW ACCOUNTING PRONOUNCEMENTS
New accounting pronouncements that we have recently adopted, as well as those that have been recently issued
but not yet adopted by us, are included in Financial Note 1, “Significant Accounting Policies,” to the consolidated
financial statements appearing in this Annual Report on Form 10-K.
49
McKESSON CORPORATION
FINANCIAL REVIEW (Concluded)
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Interest rate risk: Our long-term debt bears interest predominately at fixed rates, whereas our short-term
borrowings are at variable interest rates. If the underlying weighted average interest rate on our variable rate debt
were to have changed by a hypothetical 50 bp in 2012, interest expense would not have been materially different
from that reported.
Our cash and cash equivalents balances earn interest at variable rates. Should interest rates decline, our interest
income may be negatively impacted. If the underlying weighted average interest rate on our cash and cash
equivalents balances changed by 50 bp in 2012, interest income would have increased or decreased by
approximately $18 million. The selected hypothetical change in interest rates does not reflect what could be
considered the best or worst case scenarios.
As of March 31, 2012 and 2011, the net fair value liability of financial instruments with exposure to interest rate
risk was approximately $4.1 billion and $4.3 billion. The estimated fair value of our long-term debt and other
financing was determined using quoted market prices and other inputs that were derived from available market
information and may not be representative of actual values that could have been realized or that will be realized in
the future. Fair value is subject to fluctuations based on our performance, our credit ratings, changes in the value of
our stock and changes in interest rates for debt securities with similar terms.
Foreign exchange risk: We derive revenues and earnings from Canada, the United Kingdom, Ireland, other
European countries, Israel and Mexico, which exposes us to changes in foreign exchange rates. We seek to manage
our foreign exchange risk in part through operational means, including managing same currency revenues in relation
to same currency costs, and same currency assets in relation to same currency liabilities. Foreign exchange risk is
also managed through the use of foreign currency forward-exchange contracts. These contracts are used to offset
the potential earnings effects from mostly intercompany foreign currency investments and loans. As of March 31,
2012, a hypothetical adverse 10% change in quoted foreign currency exchange rates would not have had a material
impact on our net fair value of financial instruments that have exposure to foreign currency risk.
50
Item 8.
Financial Statements and Supplementary Data
McKESSON CORPORATION
INDEX TO CONSOLIDATED FINANCIAL INFORMATION
Management’s Annual Report on Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm
Consolidated Financial Statements:
Consolidated Statements of Operations for the years ended March 31, 2012, 2011 and 2010
Consolidated Balance Sheets as of March 31, 2012 and 2011
Consolidated Statements of Stockholders’ Equity for the years ended March 31, 2012, 2011 and 2010
Consolidated Statements of Cash Flows for the years ended March 31, 2012, 2011 and 2010
Financial Notes
Page
52
53
54
55
56
57
58
51
McKESSON CORPORATION
MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of McKesson Corporation is responsible for establishing and maintaining an adequate system
of internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).
With the participation of the Chief Executive Officer and the Chief Financial Officer, our management conducted an
assessment of the effectiveness of our internal control over financial reporting based on the framework and criteria
established in Internal Control—Integrated Framework, issued by the Committee of Sponsoring Organizations of
the Treadway Commission. Based on this assessment, our management has concluded that our internal control over
financial reporting was effective as of March 31, 2012.
Deloitte & Touche LLP, an independent registered public accounting firm, audited the financial statements
included in this Annual Report on Form 10-K and has also audited the effectiveness of the Company’s internal
control over financial reporting as of March 31, 2012. This audit report appears on page 53 of this Annual Report
on Form 10-K.
May 2, 2012
/s/ John H. Hammergren
John H. Hammergren
Chairman of the Board, President and Chief Executive Officer
(Principal Executive Officer)
/s/ Jeffrey C. Campbell
Jeffrey C. Campbell
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
52
McKESSON CORPORATION
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of McKesson Corporation:
We have audited the accompanying consolidated balance sheets of McKesson Corporation and subsidiaries (the
“Company”) as of March 31, 2012 and 2011, and the related consolidated statements of operations, stockholders’ equity and cash
flows for each of the three fiscal years in the period ended March 31, 2012. Our audits also included the consolidated financial
statement schedule (“financial statement schedule”) listed in the Index at Item 15. We also have audited the Company’s internal
control over financial reporting as of March 31, 2012, based on criteria established in Internal Control — Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is
responsible for these financial statements and financial statement schedule, for maintaining effective internal control over
financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the
accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an
opinion on these financial statements and financial statement schedule, and an opinion on the Company’s internal control over
financial reporting based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all
material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting
included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits
also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits
provide a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s
principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board
of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A
company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a
material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or
improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a
timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future
periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of McKesson Corporation and subsidiaries as of March 31, 2012 and 2011, and the results of their operations and their
cash flows for each of the three fiscal years in the period ended March 31, 2012, in conformity with accounting principles
generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information
set forth therein. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial
reporting as of March 31, 2012, based on the criteria established in Internal Control — Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
/S/ Deloitte & Touche LLP
San Francisco, California
May 2, 2012
53
McKESSON CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share amounts)
Revenues
Cost of Sales
Gross Profit
Operating Expenses
Selling
Distribution
Research and development
Administrative
Litigation charges (credit), net
Total Operating Expenses
Operating Income
Other Income, Net
Interest Expense
Income from Continuing Operations Before Income Taxes
Income Tax Expense
Income from Continuing Operations
Discontinued Operation – gain on sale, net of tax
Net Income
Earnings Per Common Share
Diluted
Continuing operations
Discontinued operation – gain on sale
Total
Basic
Continuing operations
Discontinued operation – gain on sale
Total
Weighted Average Common Shares
Diluted
Basic
Years Ended March 31,
2012
2011
2010
$
122,734
116,167
6,567
$
112,084
106,114
5,970
$
108,702
103,026
5,676
764
997
440
2,068
149
4,418
2,149
21
(251)
1,919
(516)
1,403
—
$
1,403
$
$
$
$
$
5.59
$
—
5.59
$
5.70
$
—
5.70
$
251
246
767
920
407
1,842
213
4,149
1,821
36
(222)
1,635
(505)
1,130
72
1,202
4.29
0.28
4.57
4.37
0.28
4.65
263
258
$
$
$
$
$
746
882
376
1,684
(20)
3,668
2,008
43
(187)
1,864
(601)
1,263
—
1,263
4.62
—
4.62
4.70
—
4.70
273
269
See Financial Notes
54
McKESSON CORPORATION
CONSOLIDATED BALANCE SHEETS
(In millions, except per share amounts)
ASSETS
Current Assets
Cash and cash equivalents
Receivables, net
Inventories, net
Prepaid expenses and other
Total Current Assets
Property, Plant and Equipment, Net
Goodwill
Intangible Assets, Net
Other Assets
Total Assets
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Drafts and accounts payable
Short-term borrowings
Deferred revenue
Deferred tax liabilities
Current portion of long-term debt
Other accrued liabilities
Total Current Liabilities
$
$
$
Long-Term Debt
Other Noncurrent Liabilities
Other Commitments and Contingent Liabilities (Note 19)
Stockholders’ Equity
Preferred stock, $0.01 par value, 100 shares authorized, no shares issued or outstanding
Common stock, $0.01 par value, 800 shares authorized at March 31, 2012 and 2011,
373 and 369 shares issued at March 31, 2012 and 2011
Additional Paid-in Capital
Retained Earnings
Accumulated Other Comprehensive Income
Other
Treasury Shares, at Cost, 138 and 117 at March 31, 2012 and 2011
Total Stockholders’ Equity
Total Liabilities and Stockholders’ Equity
$
March 31,
2012
2011
3,149
9,977
10,073
404
23,603
1,043
5,032
1,750
1,665
33,093
16,114
400
1,423
1,092
508
2,149
21,686
3,072
1,504
—
4
5,571
9,451
5
4
(8,204)
6,831
33,093
$
$
$
$
3,612
9,187
9,225
333
22,357
991
4,364
1,456
1,718
30,886
14,090
—
1,321
1,037
417
1,861
18,726
3,587
1,353
—
4
5,339
8,250
87
10
(6,470)
7,220
30,886
See Financial Notes
55
McKESSON CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Years Ended March 31, 2012, 2011 and 2010
(In millions, except per share amounts)
Common
Stock
Additional
Paid-in
Shares Amount Capital
Other Retained
Capital Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Treasury
Common
Shares
Amount
Stockholders’
Equity
Other
Comprehensive
Income
238
(53)
1,263
6,193
194
114
11
238 $
(53)
1,263
(299)
(131)
2
7,532
353
137
$
1,448
113
76 $
1,202
(2,032)
(188)
27
7,220
143
154
$
46
(56) $
(21)
1,403
(1,850)
(202)
(6)
6,831 $
76
1,202
5
1,283
(56)
(21)
1,403
(5)
1,321
Balances, March 31, 2009
Issuance of shares under employee plans
Share-based compensation
Tax benefit related to issuance of shares
under employee plans
Translation adjustments
Unrealized net loss and other
components of benefit plans, net of
tax benefit of $32
Net income
Repurchase of common stock
Cash dividends declared, $0.48 per
common share
Other
Balances, March 31, 2010
Issuance of shares under employee plans
Share-based compensation
Tax benefit related to issuance of shares
under employee plans
Translation adjustments
Net income
Repurchase of common stock
Cash dividends declared, $0.72 per
common share
Other
Balances, March 31, 2011
Issuance of shares under employee plans
Share-based compensation
Tax benefit related to issuance of shares
under employee plans
Translation adjustments
Unrealized net loss and other
components of benefit plans, net of
tax benefit of $9
Net income
Repurchase of common stock
Cash dividends declared, $0.80 per
common share
Other
Balances, March 31, 2012
351 $
8
4 $
4,417 $
218
114
11
(8) $
6,103 $
(179)
(80) $ (4,144) $
(1)
(24)
1,263
(4)
(12) $
(131)
1
7,236 $
1,202
(188)
22
10 $
8,250 $
238
(53)
(7)
(299)
6
(88) $ (4,458) $
9
(17)
(29)
(1,995)
(117) $ (6,470) $
(1)
(24)
76
5
87
(56)
(21)
1,403
(202)
(20)
(1,710)
359 $
4 $
10
369 $
4
4 $
(4)
4,756 $
370
137
113
(37)
5,339 $
167
154
46
(140)
373 $
4
$
5
5,571 $
(6)
4 $
9,451 $
(5)
5
(138) $ (8,204) $
See Financial Notes
56
McKESSON CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
2012
1,403
—
$
Years Ended March 31,
2011
$
1,202
(72)
$
2010
1,263
—
140
411
30
242
154
—
66
(770)
(878)
2,027
66
15
149
(26)
(78)
(1)
2,950
(225)
(178)
(1,156)
—
(32)
89
(1,502)
400
—
—
(430)
167
(1,874)
(195)
27
(1,905)
(6)
(463)
3,612
3,149
$
139
357
18
184
137
72
12
(673)
367
533
42
33
213
(26)
(56)
(144)
2,338
(233)
(155)
(292)
109
—
(53)
(624)
1,000
(1,000)
1,689
(1,730)
367
(2,050)
(171)
54
(1,841)
8
(119)
3,731
3,612
$
$
228
337
$
244
347
— $
(1,891)
$
148
326
17
161
114
—
(20)
(133)
(782)
1,340
27
88
(20)
(350)
116
21
2,316
(199)
(179)
(18)
1
55
31
(309)
5
(6)
—
(218)
212
(323)
(131)
40
(421)
36
1,622
2,109
3,731
188
234
—
Operating Activities
Net income
Discontinued operation – gain on sale, net of tax
Adjustments to reconcile to net cash provided by operating activities:
Depreciation
Amortization
Provision for bad debts
Other deferred taxes
Share-based compensation expense
Impairment of capitalized software held for sale
Other non-cash items
Changes in operating assets and liabilities, net of acquisitions:
Receivables
Inventories
Drafts and accounts payable
Deferred revenue
Taxes
Litigation charges (credit)
Litigation settlement payments
Deferred tax (benefit) expense on litigation
Other
Net cash provided by operating activities
Investing Activities
Property acquisitions
Capitalized software expenditures
Acquisitions, net of cash and cash equivalents acquired
Proceeds from sale of businesses
Restricted cash for litigation charges
Other
Net cash used in investing activities
Financing Activities
Proceeds from short-term borrowings
Repayments of short-term borrowings
Proceeds from issuances of long-term debt
Repayments of long-term debt
Common stock transactions:
Issuances
Share repurchases, including shares surrendered for tax withholding
Dividends paid
Other
Net cash used in financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Supplemental Cash Flow Information
Cash paid for:
Interest
Income taxes, net of refunds
Non-cash item:
Fair value of debt assumed on acquisition
$
$
$
See Financial Notes
57
McKESSON CORPORATION
FINANCIAL NOTES
1. Significant Accounting Policies
Nature of Operations: McKesson Corporation (“McKesson,” the “Company,” the “Registrant” or “we” and
other similar pronouns) delivers pharmaceuticals, medical supplies and health care information technologies that
make health care safer while reducing costs. We conduct our business through two operating segments, McKesson
Distribution Solutions and McKesson Technology Solutions, as further described in Financial Note 22, “Segments
of Business.”
Basis of Presentation: The consolidated financial statements and accompanying notes are prepared in
accordance with U. S. generally accepted accounting principles (“GAAP”). The consolidated financial statements of
McKesson include the financial statements of all wholly-owned subsidiaries and majority-owned or controlled
companies. We also evaluate our ownership, contractual and other interests in entities to determine if they are
variable interest entities (“VIEs”), if we have a variable interest in those entities and the nature and extent of those
interests. These evaluations are highly complex and involve judgment and the use of estimates and assumptions
based on available historical information and management’s judgment, among other factors. Based on our
evaluations, if we determine we are the primary beneficiary of such VIEs we consolidate such entities into our
financial statements. The consolidated VIEs are not material to our consolidated financial statements.
Intercompany transactions and balances have been eliminated.
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 shall mean the Company’s fiscal year.
Reclassifications: Certain prior year 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 that we make
estimates and assumptions that affect the reported amounts in the consolidated financial statements and
accompanying notes. Actual amounts could differ from those estimated amounts.
Cash and Cash Equivalents: All highly liquid debt instruments purchased with original maturity of three
months or less at the date of acquisition are included in cash and cash equivalents.
Cash is primarily held in non-interest bearing accounts and is fully insured by the Federal Deposit Insurance
Corporation regardless of the dollar amount. Cash equivalents are primarily invested in AAA rated prime money
market funds denominated in US dollars, Canadian government securities and a AAA rated prime money market
fund denominated in British pound sterling.
The remaining cash and cash equivalents are deposited with several financial institutions. We mitigate the risk
of our short-term investment portfolio by depositing funds with reputable financial institutions and monitoring risk
profiles and investment strategies of money market funds.
Restricted Cash: Cash that is subject to legal restrictions or is unavailable for general operating purposes is
classified as restricted cash and is included within prepaid expenses and other in the consolidated balance sheets. At
March 31, 2012 and 2011, restricted cash was not material.
Marketable Securities Available for Sale: We carry our marketable securities, which are available for sale, at
fair value and they are included in prepaid expenses and other in the consolidated balance sheets. The net unrealized
gains and losses, net of the related tax effect, computed in marking these securities to market have been reported
within stockholders’ equity. At March 31, 2012 and 2011, marketable securities were not material.
58
McKESSON CORPORATION
FINANCIAL NOTES (Continued)
Concentrations of Credit Risk and Receivables: Our trade receivables are subject to a concentration of credit
risk with customers primarily in our Distribution Solutions segment. During 2012, sales to our ten largest customers
accounted for approximately 52% of our total consolidated revenues. Sales to our two largest customers, CVS
Caremark Corporation (“CVS”) and Rite Aid Corporation (“Rite Aid”), accounted for approximately 16% and 10%
of our total consolidated revenues. At March 31, 2012, accounts receivable from our ten largest customers were
approximately 49% of total accounts receivable. Accounts receivable from CVS, Wal-Mart Stores, Inc.
(“Walmart”) and Rite Aid were approximately 17%, 10% and 9% of total accounts receivable. As a result, our sales
and credit concentration is significant. We also have agreements with group purchasing organizations (“GPOs”),
each of which functions as a purchasing agent on behalf of member hospitals, pharmacies and other healthcare
providers. The accounts receivables balances are with individual members of the GPOs. A default in payment, a
material reduction in purchases from these, or any other large customers or the loss of a large customer could have a
material adverse impact on our financial condition, results of operations and liquidity. In addition, trade receivables
are subject to a concentration of credit risk with customers in the institutional, retail and healthcare provider sectors,
which can be affected by a downturn in the economy and changes in reimbursement policies. This credit risk is
mitigated by the size and diversity of the customer base as well as its geographic dispersion. We estimate the
receivables for which we do not expect full collection based on historical collection rates and ongoing evaluations of
the creditworthiness of our customers. An allowance is recorded in our consolidated financial statements for these
amounts.
Financing Receivables: We assess and monitor credit risk associated with financing receivables, namely lease
and notes receivables, through regular review of our collection experience in determining our allowance for loan
losses. On an ongoing basis, we also evaluate credit quality of our financing receivables utilizing aging of
receivables and write-offs, as well as consider existing economic conditions, to determine if an allowance is
necessary. As of March 31, 2012 and 2011, financing receivables and the related allowance were not material to our
consolidated financial statements.
Inventories: We report inventories at the lower of cost or market (“LCM”). Inventories for our Distribution
Solutions segment consist of merchandise held for resale. For our Distribution Solutions segment, the majority of
the cost of domestic inventories is determined using the last-in, first-out (“LIFO”) method and the cost of Canadian
inventories is determined using the first-in, first-out (“FIFO”) method. Technology Solutions segment inventories
consist of computer hardware with cost generally determined by the standard cost method, which approximates
average cost. Rebates, fees, cash discounts, allowances, chargebacks and other incentives received from vendors are
generally accounted for as a reduction in the cost of inventory and are recognized when the inventory is sold.
The LIFO method was used to value approximately 88% and 87% of our inventories at March 31, 2012 and
2011. At March 31, 2012 and 2011, our LIFO reserves, net of LCM adjustments, were $107 million and
$96 million. LIFO reserves include both pharmaceutical and non-pharmaceutical products. In 2012, 2011 and
2010, we recognized net LIFO expense of $11 million, $3 million and $8 million within our consolidated statements
of operations, which related to our non-pharmaceutical products. A LIFO expense is recognized when the net effect
of price increases on branded pharmaceuticals and non-pharmaceutical products held in inventory exceeds the
impact of price declines and shifts towards generic pharmaceuticals, including the effect of branded pharmaceutical
products that have lost market exclusivity. A LIFO credit is recognized when the net effect of price declines and
shifts towards generic pharmaceuticals exceeds the impact of price increases on branded pharmaceuticals and non-
pharmaceutical products held in inventory.
We believe that the average cost or FIFO inventory costing method provides a reasonable estimation of the
current cost of replacing inventory (i.e., “market”). As such, our LIFO inventory is valued at the lower of LIFO or
market. Primarily due to continued net deflation in generic pharmaceutical inventories, pharmaceutical inventories
at LIFO were $76 million and $156 million higher than market as of March 31, 2012 and 2011. As a result, we
recorded a LCM credit of $80 million in 2012 and a LCM charge of $44 million in 2011 within our consolidated
statements of operations to adjust our LIFO inventories to market.
59
McKESSON CORPORATION
FINANCIAL NOTES (Continued)
Shipping and Handling Costs: We include all costs to warehouse, pick, pack and deliver inventory to our
customers in distribution expenses.
Property, Plant and Equipment: We state our property, plant and equipment at cost and depreciate them under
the straight-line method at rates designed to distribute the cost of properties over estimated service lives ranging
from one to 30 years.
Goodwill: Goodwill is tested for impairment on an annual basis in the fourth quarter or more frequently if
indicators for potential impairment exist. Impairment testing is conducted at the reporting unit level, which is
generally defined as a component — one level below our Distribution Solutions and Technology Solutions operating
segments, for which discrete financial information is available and segment management regularly reviews the
operating results of that unit. Components that have essentially similar operations, products, services and customers
are aggregated as a single reporting unit.
Impairment tests require that we compare the carrying value of our reporting units to the estimated fair value of
the reporting units. Goodwill is reviewed for impairment utilizing either a qualitative or quantitative assessment. If
we decide that it is appropriate to perform a qualitative assessment and conclude that the fair value of a reporting
unit more likely than not exceeds its carrying value, no further evaluation is necessary. For reporting units where we
perform a quantitative assessment, the fair value of a reporting unit is based upon a number of considerations
including projections of revenues, earnings and discounted cash flows and determination of market value multiples
for similar businesses or guideline companies whose securities are actively traded in public markets. The discount
rate used for cash flows reflects capital market conditions and the specific risks associated with the business. In
addition, we compare the aggregate of the reporting units’ fair value to the Company’s market capitalization as a
further corroboration of the fair value. The testing requires a complex series of assumptions and judgment by
management in projecting future operating results, selecting guideline companies for comparisons and assessing
risks. The use of alternative assumptions and estimates could affect the fair values and change the impairment
determinations. There were no goodwill impairments during 2012, 2011, or 2010.
Intangible Assets: Currently all of our intangible assets are subject to amortization and are generally amortized
on a straight line basis over their estimated useful lives, ranging from one to twenty years. We review identifiable
intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of the
assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated
undiscounted cash flows resulting from use of the asset and its eventual disposition. Measurement of any
impairment loss is based on the excess of the carrying value of the asset over its fair value. There were no material
impairments of intangible assets during 2012, 2011 or 2010.
Capitalized Software Held for Sale: Development costs for software held for sale, which primarily pertain to
our Technology Solutions segment, are capitalized once a project has reached the point of technological feasibility.
Completed projects are amortized after reaching the point of general availability using the straight-line method
based on an estimated useful life of approximately three years. At each balance sheet date, or earlier if an indicator
of an impairment exists, we evaluate the recoverability of unamortized capitalized software costs based on estimated
future undiscounted revenues net of estimated related costs over the remaining amortization period. As of March
31, 2012 and 2011, capitalized software held for sale was $144 million and $152 million, net of accumulated
amortization and was included in other assets in the consolidated balance sheets.
Additional information regarding our capitalized software held for sale is as follows:
(In millions)
Amounts capitalized
Amortization expense
Impairment charge
Third-party royalty fees paid
$
2012
Years Ended March 31,
2011
2010
$
47
53
—
95
$
64
75
72
72
75
67
—
63
60
McKESSON CORPORATION
FINANCIAL NOTES (Continued)
Capitalized Software Held for Internal Use: We capitalize costs of software held for internal use during the
application development stage of a project and amortize those costs over the assets’ estimated useful lives ranging
from one to ten years. As of March 31, 2012 and 2011, capitalized software held for internal use was $445 million
and $446 million, net of accumulated amortization of $902 million and $778 million, and was included in other
assets in the consolidated balance sheets.
Insurance Programs: Under our insurance programs, we seek to obtain coverage for catastrophic exposures as
well as those risks required to be insured by law or contract. It is our policy to retain a significant portion of certain
losses primarily related to workers’ compensation and comprehensive general, product and vehicle liability.
Provisions for losses expected under these programs are recorded based upon our estimate of the aggregate liability
for claims incurred as well as for claims incurred but not yet reported. Such estimates utilize certain actuarial
assumptions followed in the insurance industry.
Revenue Recognition: Revenues for our Distribution Solutions segment are recognized when product is
delivered and title passes to the customer or when services have been rendered and there are no further obligations to
the customer.
Revenues are recorded net of sales returns, allowances, rebates and other incentives. Our sales return policy
generally allows customers to return products only if they can be resold for value or returned to suppliers for full
credit. Sales returns are accrued based on estimates at the time of sale to the customer. Sales returns from
customers were approximately $1.6 billion in 2012, $1.4 billion in 2011 and $1.2 billion in 2010. Taxes collected
from customers and remitted to governmental authorities are presented on a net basis; that is, they are excluded from
revenues.
The revenues for our Distribution Solutions segment include large volume sales of pharmaceuticals to a limited
number of large customers who warehouse their own product. We order bulk product from the manufacturer,
receive and process the product through our central distribution facility and deliver the bulk product (generally in the
same form as received from the manufacturer) directly to our customers’ warehouses. Sales to customers’
warehouses amounted to $20.5 billion in 2012, $18.6 billion in 2011, and $21.4 billion in 2010. We also record
revenues for direct store deliveries from most of these same customers. Direct store deliveries are shipments from
the manufacturer to our customers of a limited category of products that require special handling. We assume the
primary liability to the manufacturer for these products.
Revenues are recorded gross when we are the primary party obligated in the transaction, take title to and
possession of the inventory, are subject to inventory risk, have latitude in establishing prices, assume the risk of loss
for collection from customers as well as delivery or return of the product, are responsible for fulfillment and other
customer service requirements, or the transactions have several but not all of these indicators.
Our Distribution Solutions segment also engages in multiple-element arrangements, which may contain a
combination of various products and services. Revenue from a multiple element arrangement is allocated to the
separate elements based on estimates of fair value and recognized in accordance with the revenue recognition
criteria applicable to each element. If fair value cannot be established for any undelivered element, all of the
arrangement’s revenue is deferred until delivery of the last element has occurred and services have been performed
or until fair value can objectively be determined for any remaining undelivered elements. Effective April 1, 2011,
revenue from a multiple element arrangement is allocated to the separate elements, based on the best estimate of
selling prices if neither objective evidence nor third party evidence of selling prices exists for all new arrangements
or materially modified existing arrangements.
Revenues for our Technology Solutions segment are generated primarily by licensing software and software
systems (consisting of software, hardware and maintenance support), and providing outsourcing and professional
services. Revenue for this segment is recognized as follows:
61
McKESSON CORPORATION
FINANCIAL NOTES (Continued)
Software systems are marketed under information systems agreements as well as service agreements. Perpetual
software arrangements are recognized at the time of delivery or under the percentage-of-completion method based
on the terms and conditions in the contract. Contracts accounted for under the percentage-of-completion method are
generally measured based on the ratio of labor costs incurred to date to total estimated labor costs to be incurred.
Changes in estimates to complete and revisions in overall profit estimates on these contracts are charged to earnings
in the period in which they are determined. We accrue for contract losses if and when the current estimate of total
contract costs exceeds total contract revenue.
Hardware revenues are generally recognized upon delivery. Revenue from multi-year software license
agreements is recognized ratably over the term of the agreement. Software implementation fees are recognized as
the work is performed or under the percentage-of-completion method. Maintenance and support agreements are
marketed under annual or multi-year agreements and are recognized ratably over the period covered by the
agreements. Subscription, content and transaction processing fees are generally marketed under annual and multi-
year agreements and are recognized ratably over the contracted terms beginning on the service start date for fixed
fee arrangements and recognized as transactions are performed beginning on the service start date for per-transaction
fee arrangements. Remote processing service fees are recognized monthly as the service is performed. Outsourcing
service revenues are recognized as the service is performed.
We also offer certain products on an application service provider basis, making our software functionality
available on a remote hosting basis from our data centers. The data centers provide system and administrative
support, as well as hosting services. Revenue on products sold on an application service provider basis is
recognized on a monthly basis over the term of the contract beginning on the service start date of products hosted.
This segment also engages in multiple-element arrangements, which may contain any combination of software,
hardware, implementation or consulting services, or maintenance services. When some elements are delivered prior
to others in an arrangement and vendor-specific objective evidence of fair value (“VSOE”) exists for the undelivered
elements, revenue for the delivered elements is recognized upon delivery of such items. The segment establishes
VSOE for hardware and implementation and consulting services based on the price charged when sold separately,
and for maintenance services, based on renewal rates offered to customers. Revenue for the software element is
recognized under the residual method only when fair value has been established for all of the undelivered elements
in an arrangement. If fair value cannot be established for any undelivered element, all of the arrangement’s revenue
is deferred until the delivery of the last element or until the fair value of the undelivered element is determinable.
Effective April 1, 2011, we adopted the revised revenue recognition guidance which removed from the scope of
software revenue recognition guidance tangible products containing software component and non-software
component that function together to deliver the product’s essential functionality. This amended accounting guidance
was applied prospectively for all arrangements entered into after April 1, 2011 or materially modified after that date.
Our Technology Solutions segment also includes revenues from disease management programs provided to
various states’ Medicaid programs. These service contracts include provisions for achieving certain cost-savings
and clinical targets. If the targets are not met for certain of these contracts, a portion, or all, of the revenue must be
refunded to the customer. We recognize revenue during the term of the contract by assessing actual performance
against contractual targets and then determining the amount the customer would be legally obligated to pay if the
contract terminated as of the measurement date. These assessments include estimates of medical claims and other
data in accordance with the contract methodology. Because complete data is unavailable until six to nine months
after the measurement period, there is generally a significant time delay between recording the accrual and the final
settlement of the contract. If data is insufficient to assess performance or we have not met the targets, we defer
recognition of the revenue. As of March 31, 2012 and 2011, we had deferred $3 million and $25 million related to
these types of contracts, which was included in deferred revenue in the consolidated balance sheets. We generally
have been successful in achieving performance targets under these agreements.
62
McKESSON CORPORATION
FINANCIAL NOTES (Continued)
Supplier Incentives: Fees for service and other incentives received from suppliers, relating to the purchase or
distribution of inventory, are generally reported as a reduction to cost of goods sold. We consider these fees and
other incentives to represent product discounts and as a result, the amounts are recorded as a reduction of product
cost and are recognized through cost of goods sold upon the sale of the related inventory.
Supplier Reserves: We establish reserves against amounts due from suppliers relating to various price and
rebate incentives, including deductions or billings taken against payments otherwise due to them. These reserve
estimates are established based on judgment after considering the status of current outstanding claims, historical
experience with the suppliers, the specific incentive programs and any other pertinent information available. We
evaluate the amounts due from suppliers on a continual basis and adjust the reserve estimates when appropriate
based on changes in factual circumstances. As of March 31, 2012 and 2011, supplier reserves were $115 million
and $102 million. The ultimate outcome of any outstanding claim may be different than our estimate. All of the
supplier reserves at March 31, 2012 and 2011 pertain to our Distribution Solutions segment.
Income Taxes: We account for income taxes under the asset and liability method, which requires the recognition
of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the
financial statements. Under this method, deferred tax assets and liabilities are determined based on the difference
between the financial statements and the tax basis of assets and liabilities using enacted tax rates in effect for the
year in which the differences are expected to reverse. Tax benefits from uncertain tax positions are recognized when
it is more likely than not that the position will be sustained upon examination, including resolutions of any related
appeals or litigation processes, based on the technical merits. The amount recognized is measured as the largest
amount of tax benefit that is greater than 50 percent likely of being realized upon effective settlements. Deferred
taxes are not provided on undistributed earnings of our foreign operations that are considered to be permanently
reinvested.
Foreign Currency Translation: Our international subsidiaries generally consider their local currency to be their
functional currency. Assets and liabilities of these international subsidiaries are translated into U.S. dollars at year-
end exchange rates and revenues and expenses are translated at average exchange rates during the year. Cumulative
currency translation adjustments are included in accumulated other comprehensive income or losses in the
stockholders’ equity section of the consolidated balance sheets. Realized gains and losses from currency exchange
transactions are recorded in operating expenses in the consolidated statements of operations and were not material to
our consolidated results of operations in 2012, 2011 or 2010.
Derivative Financial Instruments: Derivative financial instruments are used principally in the management of
foreign currency and interest rate exposures and are recorded on the consolidated balance sheets at fair value. If a
derivative is designated as a fair value hedge, the changes in the fair value of the derivative and of the hedged item
attributable to the hedged risk are recognized as a charge or credit to earnings. If the derivative is designated as a
cash flow hedge, the effective portions of changes in the fair value of the derivative are recorded in accumulated
other comprehensive income or losses and are recognized in the consolidated statements of operations when the
hedged item affects earnings. We periodically evaluate hedge effectiveness, and ineffective portions of changes in
the fair value of cash flow hedges are recognized as a charge or credit to earnings. Derivative instruments not
designated as hedges are marked-to-market at the end of each accounting period with the change included in
earnings.
Share-Based Compensation: We account for all share-based compensation transactions using a fair-value based
measurement method. The share-based compensation expense, for the portion of the awards that is ultimately
expected to vest, is recognized on a straight-line basis over the requisite service period for those awards with graded
vesting and service conditions. For awards with performance conditions and multiple vest dates, we recognize the
expense on a graded vesting basis. For awards with performance conditions and a single vest date, we recognize the
expense on a straight-line basis. The compensation expense recognized has been classified in the consolidated
statements of operations or capitalized on the consolidated balance sheets in the same manner as cash compensation
paid to our employees.
63
McKESSON CORPORATION
FINANCIAL NOTES (Continued)
Loss Contingencies: We are subject to various claims, other pending and potential legal actions for damages,
investigations relating to governmental laws and regulations and other matters arising out of the normal conduct of
our business. When a loss is considered probable and reasonably estimable, we record a liability in the amount of
our best estimate for the ultimate loss. However, the likelihood of a loss with respect to a particular contingency is
often difficult to predict and determining a meaningful estimate of the loss or a range of loss may not be practicable
based on the information available and the potential effect of future events and decisions by third parties that will
determine the ultimate resolution of the contingency. Moreover, it is not uncommon for such matters to be resolved
over many years, during which time relevant developments and new information must be reevaluated at least
quarterly to determine both the likelihood of potential loss and whether it is possible to reasonably estimate a range
of possible loss. When a loss is probable but a reasonable estimate cannot be made, disclosure of the proceeding is
provided.
Disclosure also is provided when it is reasonably possible that a loss will be incurred or when it is reasonably
possible that the amount of a loss will exceed the recorded provision. We review all contingencies at least quarterly
to determine whether the likelihood of loss has changed and to assess whether a reasonable estimate of the loss or
range of the loss can be made. As discussed above, development of a meaningful estimate of loss or a range of
potential loss is complex when the outcome is directly dependent on negotiations with or decisions by third parties,
such as regulatory agencies, the court system and other interested parties. Such factors bear directly on whether it is
possible to reasonably estimate a range of potential loss and boundaries of high and low estimate.
Business Combinations: We account for acquired businesses using the acquisition method of accounting, which
requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair
values. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as
goodwill. Acquisition-related expenses and related restructuring costs are expensed as incurred.
Recently Adopted Accounting Pronouncements
Revenue Recognition: On April 1, 2011, we adopted amended accounting guidance on a prospective basis for
multiple-element arrangements entered into or materially modified on or after April 1, 2011. The amended guidance
incorporates the use of a vendor’s best estimate of selling price, if neither vendor specific objective evidence nor
third party evidence of selling price exists, to allocate arrangement consideration and eliminates the use of the
residual method. Implementation of this new guidance did not have a material impact on reported net revenues as
compared to net revenues under previous guidance as the incorporation of the use of a vendor’s best estimate of
selling price and the elimination of the residual method for the allocation of arrangement consideration did not
materially change how we allocate arrangement consideration to our various products and services or the amount
and timing of reported net revenues.
On April 1, 2011, we adopted amended guidance for certain revenue arrangements that include software
elements. The guidance amends pre-existing software revenue guidance by removing from its scope tangible
products that contain both software and non-software components that function together to deliver the product’s
functionality. The amended guidance was adopted on a prospective basis for revenue arrangements entered into or
materially modified on or after April 1, 2011. The adoption of this amended guidance did not have a material effect
on our consolidated financial statements.
64
McKESSON CORPORATION
FINANCIAL NOTES (Continued)
On April 1, 2011, we adopted amended accounting guidance for vendors who apply the milestone method of
revenue recognition to research and development arrangements. The amended guidance applies to arrangements
with payments that are contingent, at inception, upon achieving substantively uncertain future events or
circumstances. The amended guidance was adopted on a prospective basis for milestones achieved on or after
April 1, 2011. The adoption of this amended guidance did not have a material effect on our consolidated financial
statements.
Fair Value Measurements and Disclosures: In 2012, we adopted amended guidance related to clarification on
how to measure fair values and additional disclosure requirements related to fair value measurements and the roll-
forward activity of Level 3 fair value measurements, which are measured based on significant unobservable inputs.
The adoption of this amended guidance did not have a material effect on our consolidated financial statements.
Goodwill: In 2012, we adopted amended guidance related to goodwill impairment testing. The amended
guidance provides the option to perform a qualitative assessment by applying a more likely than not determination
as to whether the fair value of a reporting unit is less than its carrying amount, which may then allow a company to
skip the annual two-step quantitative goodwill impairment test depending on the determination. This amended
guidance was effective for us commencing in the first quarter of 2013. Early adoption was permitted. The amended
guidance was early adopted and did not have a material effect on our consolidated financial statements.
Multiemployer Pension and Other Postretirement Benefit Plans: In 2012, we adopted amended guidance related
to an employer’s participation in multiemployer pension and other postretirement benefit plans, which require
employers to provide additional quantitative and qualitative disclosures for these types of plans. The amended
guidance was adopted on a retrospective basis. The adoption of this amended guidance did not have a material
effect on our consolidated financial statements.
Recently Issued Accounting Pronouncements Not Yet Adopted
In June 2011, amended guidance related to the presentation of other comprehensive income was issued. The
amended guidance requires that comprehensive income, the components of net income and the components of other
comprehensive income be presented either in a single continuous statement of comprehensive income or in two
separate but consecutive statements. While the new guidance changes the presentation of comprehensive income,
there are no changes to the components that are recognized in net income or other comprehensive income as
determined under current accounting guidance. In December 2011, an amendment to this guidance was issued,
which defers the requirement to present reclassification adjustments for each component of other comprehensive
income in both net income and other comprehensive income on the face of the financial statements. The amended
guidance is effective for us on a retrospective basis commencing in the first quarter of 2013. We do not expect the
adoption of the amended guidance to have a material effect on our consolidated financial statements.
In December 2011, disclosure guidance related to the offsetting of assets and liabilities was issued. The
guidance requires an entity to disclose information about offsetting and related arrangements for recognized
financial and derivative instruments to enable users of its financial statements to understand the effect of those
arrangements on its financial position. The amended guidance is effective for us on a retrospective basis
commencing in the first quarter of 2014. We are currently evaluating the impact of this new guidance on our
consolidated financial statements.
2. Business Combinations
On December 30, 2010, we acquired all of the outstanding shares of US Oncology Holdings, Inc. (“US
Oncology”) for approximately $2.1 billion, consisting of cash consideration of $0.2 billion, net of cash acquired, and
the assumption of liabilities with a fair value of $1.9 billion. The cash paid at acquisition was funded from cash on
hand. As an integrated oncology company, US Oncology is affiliated with community-based oncologists, and works
with patients, hospitals, payers and the medical industry across all phases of the cancer research and delivery
continuum. The acquisition of US Oncology expands our existing specialty pharmaceutical distribution business
and adds practice management services for oncologists. Financial results for US Oncology have been included in
the results of operations within our Distribution Solutions segment beginning in the fourth quarter of 2011.
65
McKESSON CORPORATION
FINANCIAL NOTES (Continued)
During the third quarter of 2012, the fair value measurements of assets acquired and liabilities assumed as of the
acquisition date were completed. The following table summarizes the final amounts of the fair values recognized for
the assets acquired and liabilities assumed as of the acquisition date, as well as measurement period adjustments
made in the first nine months of 2012 to the amounts initially recorded in 2011. The measurement period
adjustments during the first nine months of 2012 did not have a material impact on our consolidated statements of
operations, balance sheets or cash flows in any period, and, therefore, we have not retrospectively adjusted our
financial statements.
$
(In millions)
Current assets, net of cash acquired
Goodwill
Intangible assets
Other long-term assets
Current liabilities
Current portion of long-term debt
Other long-term liabilities
Other stockholders’ equity
Net assets acquired, less cash and cash equivalents $
Amounts
Previously
Recognized as of
Acquisition Date
(Provisional) (1)
662
808
1,007
354
(489)
(1,735)
(338)
(25)
244
$
$
Measurement
Period
Adjustments
(13)
20
(14)
(6)
(1)
—
16
(2)
—
Amounts
Recognized as of
Acquisition Date
(Final as
Adjusted)
649
828
993
348
(490)
(1,735)
(322)
(27)
244
$
$
(1) As previously reported in our Form 10-K for the year ended March 31, 2011.
Included in the purchase price allocation are acquired identifiable intangibles of $993 million, the fair value of
which was determined by using Level 3 inputs, which are estimated using significant unobservable inputs. Acquired
intangible assets primarily consist of $721 million of service agreements and $185 million of customer lists. The
estimated weighted average lives of the service agreements, customer lists and total acquired intangible assets are 18
years, 10 years and 16 years. The fair value of the debt acquired was determined primarily by using Level 3 inputs.
Refer to Financial Note 12, “Debt and Financing Activities,” for additional information on the assumption and
funding of acquired debt. The excess of the purchase price over the net tangible and intangible assets was recorded
as goodwill, which primarily reflects the expected future benefits to be realized upon integrating the business.
On March 25, 2012, we acquired substantially all of the assets of Drug Trading Company Limited, the
independent banner business of the Katz Group Canada Inc. (“Katz Group”), and Medicine Shoppe Canada Inc., the
franchise business of the Katz Group (collectively, “Katz Assets”) for approximately $919 million, net of cash
acquired. The total purchase price is subject to change due to working capital adjustments within 60 days of closing.
The cash paid at acquisition was funded from cash on hand. The acquisition of the assets from the Drug Trading
Company Limited consists of a marketing and purchasing arm of more than 850 independently owned pharmacies in
Canada. The acquisition of Medicine Shoppe Canada Inc. consists of the franchise business of providing services to
more than 160 independent pharmacies in Canada.
66
McKESSON CORPORATION
FINANCIAL NOTES (Continued)
The following table summarizes the preliminary recording of the fair values of the assets acquired and liabilities
assumed as of the acquisition date:
(In millions)
Current assets, net of cash acquired
Goodwill
Intangible assets
Other long-term assets
Current liabilities
Long-term deferred tax liabilities
Net assets acquired, less cash and cash equivalents
Amounts
Recognized as of
Acquisition Date
(Provisional)
33
506
441
15
(37)
(39)
919
$
$
Due to the recent timing of the acquisition, these amounts are subject to change within the measurement period
as our fair value assessments are finalized.
Included in the purchase price allocation are acquired identifiable intangibles of $441 million, the fair value of
which was determined by using Level 3 inputs, which are estimated using significant unobservable inputs. Acquired
intangibles primarily consist of $317 million of service agreements and $114 million of trademarks and trade names.
Service agreements, trademarks and trade names and total acquired intangibles assets each has an estimated
weighted average life of 20 years. The excess of the purchase price over the net tangible and intangible assets of
approximately $506 million was recorded as goodwill, which primarily reflects the expected future benefits to be
realized upon integrating the business. The amount of goodwill expected to be deductible for tax purposes is
$287 million.
Financial results for the acquired Katz Assets were not included in the results of operations for 2012 as they
were not material. These results will be included in the results of operations within our Canadian pharmaceutical
distribution and services, which is part of our Distribution Solutions segment, beginning in the first quarter of 2013.
During the last three years, we also completed a number of other smaller acquisitions within both of our
operating segments. Financial results for our business acquisitions have been included in our consolidated financial
statements since their respective acquisition dates. Purchase prices for our business acquisitions have been allocated
based on estimated fair values at the date of acquisition.
Goodwill recognized for our business acquisitions is generally not expected to be deductible for tax purposes.
However, if we acquire the assets of a company, the goodwill may be deductible for tax purposes. The pro forma
results of operations for our business acquisitions and the results of operations for these acquisitions since the
acquisition date have not been presented because the effects were not material to the consolidated financial
statements on either an individual or an aggregate basis.
3. Share-Based Compensation
We provide share-based compensation for our employees, officers and non-employee directors, including stock
options, an employee stock purchase plan, restricted stock units (“RSUs”) and performance-based restricted stock
units (“PeRSUs”) (collectively, “share-based awards”). Most of our share-based awards are granted in the first
quarter of each fiscal year.
Compensation expense for the share-based awards is recognized for the portion of awards ultimately expected
to vest. We estimate the number of share-based awards, which will ultimately vest primarily based on historical
experience. The estimated forfeiture rate established upon grant is re-assessed throughout the requisite service
period. As required, the forfeiture estimates are adjusted to reflect actual forfeitures when an award vests. The
actual forfeitures in future reporting periods could be higher or lower than current estimates.
67
McKESSON CORPORATION
FINANCIAL NOTES (Continued)
The compensation expense recognized has been classified in the consolidated statements of operations or
capitalized on the consolidated balance sheets in the same manner as cash compensation paid to our employees.
There was no material share-based compensation expense capitalized as part of the cost of an asset in 2012, 2011
and 2010.
Impact on Net Income
The components of share-based compensation expense and related tax benefits are as follows:
(In millions)
RSUs (1)
PeRSUs (2)
Stock options
Employee stock purchase plan
Share-based compensation expense
Tax benefit for share-based compensation expense (3)
Share-based compensation expense, net of tax
2012
Years Ended March 31,
2011
2010
$
$
97
24
23
10
154
(55)
99
$
$
79
27
22
9
137
(48)
89
$
$
47
39
19
9
114
(41)
73
(1) This expense was primarily the result of PeRSUs awarded in prior years, which converted to RSUs due to the attainment of
goals during the applicable years’ performance period.
(2) Represents estimated compensation expense for PeRSUs that are conditional upon attaining performance objectives during
(3)
the current year’s performance period.
Income tax expense is computed using the tax rates of applicable tax jurisdictions. Additionally, a portion of pre-tax
compensation expense is not tax-deductible.
Stock Plans
The 2005 Stock Plan provides our employees, officers and non-employee director’s share-based long-term
incentives. The 2005 Stock Plan permits the granting of up to 42.5 million shares in the form of stock options,
restricted stock, RSUs, PeRSUs and other share-based awards. As of March 31, 2012, 9.3 million shares remain
available for future grant under the 2005 Stock Plan.
Stock Options
Stock options are granted at no less than fair market value and those options granted under the 2005 Stock Plan
generally have a contractual term of seven years and follow a four-year vesting schedule.
Compensation expense for stock options is recognized on a straight-line basis over the requisite service period
and is based on the grant-date fair value for the portion of the awards that is ultimately expected to vest. We
continue to use the Black-Scholes options-pricing model to estimate the fair value of our stock options. Once the
fair value of an employee stock option is determined, current accounting practices do not permit it to be changed,
even if the estimates used are different from actual. The options-pricing model requires the use of various estimates
and assumptions as follows:
–
–
–
–
Expected stock price volatility is based on a combination of historical volatility of our common stock and
implied market volatility. We believe that this market-based input provides a better estimate of our future
stock price movements and is consistent with employee stock option valuation considerations.
Expected dividend yield is based on historical experience and investors’ current expectations.
The risk-free interest rate for periods within the expected life of the option is based on the constant maturity
U.S. Treasury rate in effect at the time of grant.
Expected life of the options is based primarily on historical employee stock option exercises and other
behavior data and reflects the impact of changes in contractual life of current option grants compared to our
historical grants.
68
McKESSON CORPORATION
FINANCIAL NOTES (Continued)
Weighted-average assumptions used to estimate the fair value of employee stock options were as follows:
Expected stock price volatility
Expected dividend yield
Risk-free interest rate
Expected life (in years)
2012
27%
1.0%
2%
5
Years Ended March 31,
2011
29%
1.1%
3%
5
2010
33%
0.7%
2%
5
The following is a summary of options outstanding at March 31, 2012:
Range of Exercise
Prices
$ 27.35
- $ 41.02
$ 41.03 - $ 54.70
$ 54.71 - $ 68.37
$ 68.38 - $ 84.41
Options Outstanding
Options Exercisable
Number of
Options
Outstanding
At Year End
(In millions)
3
1
3
1
8
Weighted-
Average
Remaining
Contractual
Life (Years)
3
1
4
6
$
Weighted-
Average
Exercise
Price
38.09
45.99
63.01
83.04
Number of
Options
Exercisable
at Year End
(In millions)
1
1
2
—
4
$
Weighted-
Average
Exercise
Price
36.52
46.36
61.20
74.57
The following table summarizes stock option activity during 2012, 2011 and 2010:
(In millions, except per share data and years)
Outstanding, March 31, 2009
Granted
Exercised
Outstanding, March 31, 2010
Granted
Exercised
Outstanding, March 31, 2011
Granted
Exercised
Outstanding, March 31, 2012
Shares
19
2
(5)
16
1
(8)
9
1
(2)
8
Vested and expected to vest (1)
Vested and exercisable, March 31, 2012
7
4
Weighted-
Average Exercise
Price
$
$
$
$
$
39.28
40.59
33.34
41.26
67.95
37.63
49.01
83.30
42.20
56.88
56.71
49.86
Weighted-
Average
Remaining
Contractual
Term (Years)
3
$
Aggregate
Intrinsic
Value (2)
33
3
$
394
4
$
269
$
$
4
4
3
226
225
142
(1) The number of options expected to vest takes into account an estimate of expected forfeitures.
(2) The intrinsic value is calculated as the difference between the period-end market price of the Company’s common stock and
the exercise price of “in-the-money” options.
69
McKESSON CORPORATION
FINANCIAL NOTES (Continued)
The following table provides data related to stock option activity:
(In millions, except per share data and years)
Weighted-average grant date fair value per stock option $
$
Aggregate intrinsic value on exercise
$
Cash received upon exercise
$
Tax benefits realized related to exercise
Total fair value of stock options vested
$
Total compensation cost, net of estimated forfeitures,
related to unvested stock options not yet recognized,
pre-tax
$
Weighted-average period in years over which stock
2012
20.32
108
113
40
23
Years Ended March 31,
2011
18.37
276
319
106
21
$
$
$
$
$
$
$
$
$
$
40
$
41
$
option compensation cost is expected to be recognized
1
1
RSUs and PeRSUs
2010
12.56
115
165
37
16
37
1
RSUs, which entitle the holder to receive at the end of a vesting term a specified number of shares of the
Company’s common stock, are accounted for at fair value at the date of grant. Total compensation expense for
RSUs under our stock plans is determined by the product of the number of shares that are expected to vest and the
grant date market price of the Company’s common stock. The Compensation Committee determines the vesting
terms at the time of grant. These awards generally vest in three to four years. We recognize expense for RSUs with
a single vest date on a straight-line basis over the requisite service period. We have elected to expense the grant date
fair value of RSUs with only graded vesting and service conditions on a straight-line basis over the requisite service
period.
Non-employee directors receive an annual grant of RSUs, which vest immediately and are expensed upon grant.
The director may choose to receive payment immediately or defer receipt of the underlying shares if they meet
director stock ownership guidelines. At March 31, 2012, 128,000 RSUs for our directors are vested, but shares have
not been issued.
PeRSUs are RSUs for which the number of RSUs awarded may be conditional upon the attainment of one or
more performance objectives over a specified period. PeRSUs are accounted for as variable awards until the
performance goals are reached and the grant date is established. Total compensation expense for PeRSUs is
determined by the product of the number of shares eligible to be awarded and expected to vest, and the market price
of the Company’s common stock, commencing at the inception of the requisite service period. During the
performance period, the compensation expense for PeRSUs is re-computed using the market price and the
performance modifier at the end of a reporting period. At the end of the performance period, if the goals are
attained, the awards are granted and classified as RSUs and accounted for on that basis. For PeRSUs granted during
or prior to 2009, for which the related RSU grant has multiple vesting dates, we recognize the compensation expense
of these awards on a graded vesting basis over the requisite aggregate service period of four years. For PeRSUs
granted during or after 2009, for which the related RSU has a single vesting date, we recognize compensation
expense of these awards on a straight-line basis over the requisite aggregate service period of four years.
70
McKESSON CORPORATION
FINANCIAL NOTES (Continued)
The following table summarizes RSU activity during 2012, 2011 and 2010:
(In millions, except per share data)
Nonvested, March 31, 2009
Granted
Vested
Nonvested, March 31, 2010
Granted
Vested
Nonvested, March 31, 2011
Granted
Vested
Nonvested, March 31, 2012
The following table provides data related to RSU activity:
(Dollars in millions)
Total fair value of shares vested
Total compensation cost, net of estimated forfeitures,
related to nonvested RSU awards not yet recognized,
pre-tax
Weighted-average period in years over which RSU cost
$
$
Weighted-
Average
Grant Date Fair
Value Per Share
Shares
3
2
(1)
4
3
(1)
6
2
(1)
7
$
$
$
$
54.70
40.94
50.42
49.21
67.84
61.05
57.79
82.71
57.95
65.14
2010
74
61
2
2012
44
Years Ended March 31,
2011
43
$
$
143
$
131
$
is expected to be recognized
3
2
In May 2011, the Compensation Committee approved 1 million PeRSU target share units representing the base
number of awards that could be granted, if goals are attained, and would be granted in the first quarter of 2013 (the
“2012 PeRSU”). These target share units are not included in the table above as they have not been granted in the
form of RSUs. As of March 31, 2012, the total pre-tax compensation expense, net of estimated forfeitures, related
to nonvested 2012 PeRSUs not yet recognized was approximately $81 million, (based on the period-end market
price of the Company’s common stock) and the weighted-average period over which the cost is expected to be
recognized is 3 years.
Employee Stock Purchase Plan (“ESPP”)
The Company has an ESPP under which 16 million shares have been authorized for issuance. The ESPP allows
eligible employees to purchase shares of our common stock through payroll deductions. The deductions occur over
three-month purchase periods and the shares are then purchased at 85% of the market price at the end of each
purchase period. Employees are allowed to terminate their participation in the ESPP at any time during the purchase
period prior to the purchase of the shares. The 15% discount provided to employees on these shares is included in
compensation expense. The shares related to funds outstanding at the end of a quarter are included in the calculation
of diluted weighted average shares outstanding. These amounts have not been significant. In 2012, 2011 and 2010,
1 million shares were issued under the ESPP and 2 million shares remain available for issuance at March 31, 2012.
71
McKESSON CORPORATION
FINANCIAL NOTES (Continued)
4. Product Alignment and Asset Impairment Charges
During the third quarter of 2012, we approved a plan to align our hospital clinical and revenue cycle healthcare
software products within our Technology Solutions segment. As part of this alignment strategy, we will be
converging our core clinical and revenue cycle Horizon and Paragon product lines onto Paragon’s Microsoft®–
based platform over time. Additionally, we have stopped development of our Horizon Enterprise Revenue
Management™ (“HzERM”) software product. The plan resulted in a pre-tax charge of $51 million in 2012, of which
$31million was recorded to cost of sales and $20 million was recorded to operating expenses within our Technology
Solutions segment. The majority of these charges were incurred in the third quarter of 2012. The pre-tax charge
includes $24 million of non-cash asset impairment charges, primarily for the write-off of prepaid licenses and
commissions and capitalized internal use software that were determined to be obsolete as they would not be utilized
going forward, $10 million for severance, $7 million for customer allowances and $10 million for other charges.
Our capitalized software held for sale is amortized over three years. At each balance sheet date, or earlier if an
indicator of an impairment exists, we evaluate the recoverability of unamortized capitalized software costs based on
estimated future undiscounted revenues net of estimated related costs over the remaining amortization period. At the
end of the second quarter of 2010, our HzERM software product became generally available. In October 2010, we
decreased our estimated revenues over the next 24 months for our HzERM software product and as a result,
concluded that the estimated future revenues, net of estimated related costs, were insufficient to recover its carrying
value. Accordingly, we recorded a $72 million non-cash impairment charge in the second quarter of 2011 within our
Technology Solutions segment’s cost of sales to reduce the carrying value of the software product to its net
realizable value.
5. Other Income, Net
(In millions)
Interest income
Equity in earnings (loss), net (1)
Reimbursement of post-acquisition interest expense
Gain on sale of investment (1)
Impairment of an investment
Other, net
Total
2012
19
9
—
—
(6)
(1)
21
$
$
(1) Recorded within our Distribution Solutions segment.
$
$
Years Ended March 31,
2011
18
(6)
16
—
—
8
36
$
$
2010
16
6
—
17
—
4
43
In 2011, other income, net included a credit of $16 million representing the reimbursement of post-acquisition
interest expense by the former shareholders of US Oncology, which is recorded in Corporate.
In 2010, we sold our 50% equity interest in McKesson Logistics Solutions LLC, a Canadian logistics company,
for a pre-tax gain of $17 million or $14 million after-tax.
We evaluate our investments for impairment when events or changes in circumstances indicate that the carrying
values of such investments may have experienced an other-than-temporary decline in value.
72
McKESSON CORPORATION
FINANCIAL NOTES (Continued)
6.
Income Taxes
(In millions)
Income from continuing operations before income taxes
U.S.
Foreign
Total income from continuing operations before
income taxes
2012
Years Ended March 31,
2011
1,316
603
$
1,161
474
$
2010
1,340
524
1,919
$
1,635
$
1,864
$
$
The provision for income taxes related to continuing operations consists of the following:
(In millions)
Current
Federal
State and local
Foreign
Total current
Deferred
Federal
State and local
Foreign
Total deferred
Income tax provision
2012
Years Ended March 31,
2011
2010
$
$
271
52
28
351
129
29
7
165
516
$
$
283
40
54
377
121
1
6
128
505
$
$
255
25
44
324
269
13
(5)
277
601
In 2012, 2011 and 2010, income tax expense included $66 million, $34 million and $7 million of net income tax
benefits for discrete items, which primarily relate to the recognition of previously unrecognized tax benefits and
accrued interest. Included in the 2012 discrete tax benefit, is a $31 million credit to income tax expense as a result
of the reversal of an income tax reserve relating to our AWP litigation.
We have received tax assessments of $98 million from the U.S. Internal Revenue Service (“IRS”) relating to
2003 through 2006. We disagree with a substantial portion of the tax assessments primarily relating to transfer
pricing. We are pursuing administrative relief through the appeals process and an opening conference has been
scheduled for May 15, 2012. We have also received assessments from the Canada Revenue Agency (“CRA”) for a
total of $169 million related to transfer pricing for 2003 through 2007. Payments of most of the assessments to the
CRA have been made to stop the accrual of interest. We have appealed the assessment for 2003 to the Tax Court of
Canada and have filed a notice of objection for 2004 through 2007. The trial between McKesson Canada
Corporation and the CRA, argued in the Tax Court of Canada, concluded in early February 2012, and we are waiting
for the decision. We continue to believe in the merits of our tax positions and that we have adequately provided for
any potential adverse results relating to these examinations in our financial statements. However, the final
resolution of these issues could result in an increase or decrease to income tax expense.
In November 2011, the IRS began its examination of 2007 through 2009. We anticipate the audit fieldwork will
last more than two years. In nearly all jurisdictions, the tax years prior to 2003 are no longer subject to examination.
Significant judgments and estimates are required in determining the consolidated income tax provision and
evaluating income tax uncertainties. Although our major taxing jurisdictions are the U.S. and Canada, we are
subject to income taxes in numerous foreign jurisdictions. Our income tax expense, deferred tax assets and
liabilities and uncertain tax liabilities reflect management’s best assessment of estimated current and future taxes to
be paid. We believe that we have made adequate provision for all income tax uncertainties.
73
McKESSON CORPORATION
FINANCIAL NOTES (Continued)
The reconciliation between our effective tax rate on income from continuing operations and statutory tax rate is
as follows:
(In millions)
Income tax provision at federal statutory rate
State and local income taxes net of federal tax benefit
Foreign income taxed at various rates
Unrecognized tax benefits and settlements
Tax credits
Other, net
Income tax provision
$
$
2012
Years Ended March 31,
2011
672
57
(176)
(18)
(13)
(6)
516
$
$
572
33
(105)
14
(16)
7
505
$
$
2010
652
25
(144)
53
(8)
23
601
At March 31, 2012, undistributed earnings of our foreign operations totaling $3.3 billion were considered to be
permanently reinvested. No deferred tax liability has been recognized on the basis difference created by such
earnings since it is our intention to utilize those earnings in the foreign operations as well as to fund certain research
and development activities for an indefinite period of time. The determination of the amount of deferred taxes on
these earnings is not practicable because the computation would depend on a number of factors that cannot be
known until a decision to repatriate the earnings is made.
Deferred tax balances consisted of the following:
(In millions)
Assets
Receivable allowances
Deferred revenue
Compensation and benefit related accruals
AWP litigation accrual
Loss and credit carryforwards
Other
Subtotal
Less: valuation allowance
Total assets
Liabilities
Inventory valuation and other assets
Fixed assets and systems development costs
Intangibles
Other
Total liabilities
Net deferred tax liability
Current net deferred tax liability
Long-term deferred tax asset
Long-term deferred tax liability
Net deferred tax liability
March 31,
2012
2011
$
$
$
$
44
114
447
175
400
256
1,436
(101)
1,335
(1,635)
(263)
(544)
(53)
(2,495)
(1,160)
(1,092)
20
(88)
(1,160)
$
$
$
$
48
107
409
97
494
241
1,396
(99)
1,297
(1,450)
(221)
(532)
(58)
(2,261)
(964)
(1,036)
72
—
(964)
74
McKESSON CORPORATION
FINANCIAL NOTES (Continued)
We have federal, state and foreign income tax net operating loss carryforwards of $173 million, $2,456 million
and $249 million. The federal and state net operating losses will expire at various dates from 2013 through 2032.
Substantially all of our foreign net operating losses have indefinite lives. We believe that it is more likely than not
that the benefit from certain state and foreign net operating loss carryforwards may not be realized. In recognition
of this risk, we have provided valuation allowances of $10 million and $66 million on the deferred tax assets relating
to these state and foreign net operating loss carryforwards. We also have federal and state capital loss carryforwards
of $9 million and $28 million, which will expire at various dates from 2013 through 2017. We have provided
valuation allowances of $1 million on the deferred tax assets relating to the state capital loss carryforwards.
Recognition of a deferred tax asset for excess tax benefits due to stock option exercises that have not yet been
realized through a reduction in income taxes payable is prohibited. Such unrecognized deferred tax benefits totaled
$11 million as of March 31, 2012 and will be accounted for as a credit to shareholders’ equity, if and when realized
through a reduction in income taxes payable.
We also have federal and state income tax credit carryforwards of $131 million, which are primarily federal
alternative minimum tax credit carryforwards that have an indefinite life. However, we believe that it is more likely
than not that the benefit from certain state tax credits of $9 million may not be fully realized. In recognition of this
risk, we have provided a valuation allowance of $2 million. In addition, we have Canadian research and
development credit carryforwards of $13 million, and we believe it is more likely than not that these credits will be
realized. The Canadian research and development credits will expire at various dates from 2029 to 2032.
The following table summarizes the activity related to our gross unrecognized tax benefits for the last three
years:
(In millions)
Unrecognized tax benefits at beginning of period
Additions based on tax positions related to prior years
Reductions based on tax positions related to prior years
Additions based on tax positions related to current year
Reductions based on settlements
Reductions based on the lapse of the applicable statutes of
limitations
Unrecognized tax benefits at end of period
$
$
2012
Years Ended March 31,
2011
2010
635
11
(72)
37
(1)
(15)
595
$
$
619
32
(60)
50
(6)
—
635
$
$
526
50
(12)
72
(16)
(1)
619
Of the total $595 million in unrecognized tax benefits at March 31, 2012, $387 million would reduce income
tax expense and the effective tax rate if recognized. During the next twelve months, it is reasonably possible that
audit resolutions, the expiration of statutes of limitations and tax accounting method changes could potentially
reduce our unrecognized tax benefits by up to $232 million. However, this amount may change because we
continue to have ongoing negotiations with various taxing authorities throughout the year.
We report interest and penalties on tax deficiencies as income tax expense. At March 31, 2012, before any tax
benefits, our accrued interest on unrecognized tax benefits amounted to $140 million. We recognized an income tax
expense of $7 million, before any tax effect, related to interest in our consolidated statements of operations during
2012. We have no material amounts accrued for penalties.
7. Discontinued Operation
In July 2010, our Technology Solutions segment sold its wholly-owned subsidiary, McKesson Asia Pacific Pty
Limited (“MAP”), a provider of phone and web-based healthcare services in Australia and New Zealand, for net
sales proceeds of $109 million. The divestiture generated a pre-tax and after-tax gain of $95 million and $72
million. As a result of the sale, we were able to utilize capital loss carry-forwards for which we previously recorded
a valuation allowance of $15 million. The release of the valuation allowance is included as a tax benefit in our after-
tax gain on the divestiture. The after-tax gain on disposition was recorded as a discontinued operation in our
consolidated statement of operations in 2011. The historical financial operating results and net assets of MAP were
not material to our consolidated financial statements for all periods presented.
75
McKESSON CORPORATION
FINANCIAL NOTES (Continued)
8. Earnings Per Common Share
Basic earnings per common share are computed by dividing net income by the weighted average number of
common shares outstanding during the reporting period. Diluted earnings per common share are computed similar
to basic earnings per common share except that it reflects the potential dilution that could occur if dilutive securities
or other obligations to issue common stock were exercised or converted into common stock.
The computations for basic and diluted earnings per common share are as follows:
(In millions, except per share amounts)
Income from continuing operations
Discontinued operation - gain on sale, net of tax
Net income
2012
1,403
—
1,403
$
$
Years Ended March 31,
2011
1,130
72
1,202
$
$
$
$
Weighted average common shares outstanding:
Basic
Effect of dilutive securities:
Options to purchase common stock
Restricted stock units
Diluted
Earnings per common share: (1)
Basic
Continuing operations
Discontinued operation, net
Total
Diluted
Continuing operations
Discontinued operation, net
Total
246
2
3
251
5.70
—
5.70
5.59
—
5.59
$
$
$
$
258
3
2
263
4.37
0.28
4.65
4.29
0.28
4.57
$
$
$
$
$
$
$
$
2010
1,263
—
1,263
269
3
1
273
4.70
—
4.70
4.62
—
4.62
(1) Certain computations may reflect rounding adjustments.
Potentially dilutive securities primarily include outstanding stock options, RSUs and PeRSUs. Approximately
4 million, 6 million and 8 million of potentially dilutive securities were excluded from the computations of diluted
net earnings per common share in 2012, 2011 and 2010, as they were anti-dilutive.
9. Receivables, Net
(In millions)
Customer accounts
Other
Total
Allowances
Net
March 31,
2012
8,562
1,537
10,099
(122)
9,977
$
$
2011
7,982
1,341
9,323
(136)
9,187
$
$
Other receivables primarily include amounts due from suppliers and customer unbilled receivables. The
allowances are primarily for estimated uncollectible accounts.
76
McKESSON CORPORATION
FINANCIAL NOTES (Continued)
10. Property, Plant and Equipment, Net
(In millions)
Land
Building, machinery, equipment and other
Total property, plant and equipment
Accumulated depreciation
Property, plant and equipment, net
March 31,
2012
68
2,107
2,175
(1,132)
1,043
$
$
2011
70
1,973
2,043
(1,052)
991
$
$
11. Goodwill and Intangible Assets, Net
Changes in the carrying amount of goodwill were as follows:
(In millions)
Balance, March 31, 2010
Goodwill acquired
Acquisition accounting and other adjustments
Foreign currency translation adjustments
Balance, March 31, 2011
Goodwill acquired
Acquisition accounting and other adjustments
Foreign currency translation adjustments
Balance, March 31, 2012
Distribution
Solutions
1,871
819
(32)
4
2,662
511
20
(3)
3,190
$
$
$
Technology
Solutions
1,697
8
(13)
10
1,702
151
—
(11)
1,842
$
$
$
$
$
$
Total
3,568
827
(45)
14
4,364
662
20
(14)
5,032
Information regarding intangible assets is as follows:
March 31, 2012
March 31, 2011
Weighted
Average
Remaining
Amortization
Period
(Years)
7
18
18
4
8
(Dollars in millions)
Customer lists
Service agreements
Trademarks and trade names
Technology
Other
Total
Gross
Carrying
Amount
1,081
1,022
192
244
76
2,615
$
$
Accumulated
Amortization
$
$
(554)
(52)
(38)
(190)
(31)
(865)
$
Net
Carrying
Amount
527
970
154
54
45
$ 1,750
Gross
Carrying
Amount
1,057
723
76
204
76
2,136
$
$
Accumulated
Amortization
$
(444)
(11)
(31)
(170)
(24)
(680)
$
$
Net
Carrying
Amount
613
712
45
34
52
$ 1,456
Amortization expense of intangible assets was $191 million, $132 million and $121 million for 2012, 2011 and
2010. Estimated annual amortization expense of intangible assets is as follows: $200 million, $186 million,
$166 million, $142 million and $122 million for 2013 through 2017, and $934 million thereafter. All intangible
assets were subject to amortization as of March 31, 2012 and 2011.
77
McKESSON CORPORATION
FINANCIAL NOTES (Continued)
12. Debt and Financing Activities
(In millions)
7.75% Notes due February 1, 2012
5.25% Notes due March 1, 2013
6.50% Notes due February 15, 2014
3.25% Notes due March 1, 2016
5.70% Notes due March 1, 2017
7.50% Notes due February 15, 2019
4.75% Notes dues March 1, 2021
7.65% Debentures due March 1, 2027
6.00% Notes due March 1, 2041
Other
Total debt
Less current portion
Total long-term debt
Senior Bridge Term Loan Facility
2012
—
500
350
598
499
349
598
175
493
18
3,580
(508)
3,072
$
$
March 31,
$
$
2011
399
499
350
598
499
349
598
175
493
44
4,004
(417)
3,587
In connection with our execution of an agreement to acquire US Oncology, in November 2010 we entered into a
$2.0 billion unsecured Senior Bridge Term Loan Agreement (“Bridge Loan”). In December 2010, we reduced the
Bridge Loan commitment to $1.0 billion. On January 31, 2011, we borrowed $1.0 billion under the Bridge Loan.
On February 28, 2011, we repaid the funds obtained under the Bridge Loan with long-term debt, as further described
below, and the Senior Bridge Term Loan Agreement was terminated. During the time it was outstanding, the Bridge
Loan bore interest of 1.76%, which was based on the London Interbank Offered Rate plus a margin based on the
Company’s credit rating. Bridge Loan fees in 2011 of $25 million were included in interest expense.
US Oncology Debt Acquired
Upon our purchase of US Oncology in December 2010, we assumed the outstanding debt of US Oncology
Holdings, Inc. and its wholly-owned subsidiary US Oncology, Inc. Immediately prior to our acquisition, US
Oncology Holdings, Inc. called for redemption all of its outstanding Senior Unsecured Floating Rate Toggle Notes
due 2012 and US Oncology, Inc. called for redemption all of its outstanding 9.125% Senior Secured Notes due 2017
and 10.75% Senior Subordinated Notes due 2014. In the fourth quarter of 2011, we paid interest of $50 million and
redeemed these notes, including the remaining accrued interest for $1,738 million using cash on hand and
borrowings under our Bridge Loan.
Long-Term Debt
On February 28, 2011, we issued 3.25% notes due March 1, 2016 in an aggregate principal amount of
$600 million, 4.75% notes due March 1, 2021 in an aggregate principal amount of $600 million and 6.00% notes
due March 1, 2041 in an aggregate principal amount of $500 million. Interest is payable on March 1 and September
1 of each year beginning on September 1, 2011. We utilized net proceeds, after discounts and offering expenses, of
$1,673 million from the issuance of these notes (each note constitutes a “Series”) for general corporate purposes,
including the repayment of borrowings under the Bridge Loan.
Each Series constitutes an unsecured and unsubordinated obligation of the Company and ranks equally with all
of the Company’s existing and future unsecured and unsubordinated indebtedness outstanding from time-to-time.
Each Series is governed by materially similar indentures and an officers’ certificate specifying certain terms of each
Series.
78
McKESSON CORPORATION
FINANCIAL NOTES (Continued)
Upon 30 days notice to holders of a Series, we may redeem that Series at any time prior to maturity, in whole or
in part, for cash at redemption prices that include accrued and unpaid interest and a make-whole premium, as
specified in the indenture and officers’ certificate relating to that Series. In the event of the occurrence of both (1) a
change of control of the Company and (2) a downgrade of a Series below an investment grade rating by each of
Fitch Ratings, Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services within a specified period, an
offer will be made to purchase that Series from the holders at a price in cash equal to 101% of the then outstanding
principal amount of that Series, plus accrued and unpaid interest to, but not including, the date of repurchase. The
indenture and the related officers’ certificate for each Series, subject to the exceptions and in compliance with the
conditions as applicable, specify that we may not incur liens, enter into sale and leaseback transactions or
consolidate, merge or sell all or substantially all of our assets. The indentures also contain customary events and
default provisions.
In February 2012, we repaid our $400 million 7.75% Notes which had matured. In March 2010, we repaid our
$215 million 9.13% Series C Senior Notes which had matured.
Scheduled future payments of long-term debt are $508 million in 2013, $351 million in 2014, $2 million in
2015, $600 million in 2016, $500 million in 2017 and $1,619 million thereafter.
Accounts Receivable Sales Facility
In May 2011, we renewed our existing accounts receivable sales facility (the “Facility”) for a one year period
under terms substantially similar to those previously in place. The committed capacity of the Facility is $1.35
billion, although, from time-to-time, the available amount of the Facility may be less than $1.35 billion based on
accounts receivable concentration limits and other eligibility requirements. The accounts receivable sales facility
will expire in May 2012. We anticipate renewing the Facility before its expiration.
Through the Facility, McKesson Corporation, the parent company, transfers certain U.S. pharmaceutical trade
accounts receivable on a non-recourse basis to a special purpose entity (“SPE”), which is a wholly-owned,
bankruptcy-remote subsidiary of McKesson Corporation that is consolidated in our financial statements. This SPE
then sells undivided interests in the pool of accounts receivable to third-party purchaser groups (the “Purchaser
Groups”), which include financial institutions and commercial paper conduits.
Since April 1, 2010, transactions under the Facility have been accounted for as secured borrowings rather than
asset sales primarily because the Company’s retained interest in the pool of accounts receivable is subordinated to
the Purchaser Groups to the extent there is any outstanding balance in the Facility. Consequently, the related
accounts receivable continue to be recognized on our consolidated balance sheets and proceeds from the Purchaser
Groups are shown as secured borrowings.
The Facility contains requirements relating to the performance of the accounts receivable and covenants relating
to the SPE and the Company. If we do not comply with these covenants, our ability to use the Facility may be
suspended and repayment of any outstanding balances under the Facility may be required. At March 31, 2012, we
were in compliance with all covenants.
We continue servicing accounts receivable subject to the Facility. However, no servicing asset or liability is
recorded at the time the Facility is utilized as there is no service fee or other income received and the costs of
servicing the receivables subject to the Facility are not material. Servicing costs are recognized as incurred over the
servicing period.
During 2012, we borrowed $400 million under the Facility. There were no borrowings in 2011 under the
Facility. At March 31, 2012, there were $400 million in secured borrowings and $400 million of related securitized
accounts receivable outstanding, which are included in short-term borrowings and receivables in the consolidated
balance sheets, under the Facility. At March 31, 2011, there were no secured borrowings or related securitized
accounts receivables outstanding under the Facility. Fees and charges on the facility were $6 million, $9 million and
$11 million in 2012, 2011 and 2010 and were recorded as interest expense in 2012 and 2011 and in operating
expenses in 2010. Should we default under the Facility, the Purchaser Groups are entitled to receive only
collections on the accounts receivable owned by the SPE and in the amount necessary to recover the interest, fees
and principal amounts due the Purchaser Groups under the terms of the Facility.
79
McKESSON CORPORATION
FINANCIAL NOTES (Continued)
The delinquency ratio for the qualifying receivables represented less than 1% of the total qualifying receivables
as of March 31, 2012 and 2011.
Revolving Credit Facility
In September 2011, we renewed our existing syndicated $1.3 billion five-year senior unsecured revolving credit
facility, which was scheduled to mature in June 2012. This renewed credit facility has terms and conditions
substantially similar to those previously in place and matures in September 2016. Borrowings under this renewed
credit facility bear interest based upon either the London Interbank Offered Rate or a prime rate. There were no
borrowings under this credit facility during 2012, 2011 and 2010. As of March 31, 2012 and 2011, there were no
borrowings outstanding under this credit facility.
Commercial Paper
There were no commercial paper issuances during 2012, 2011 and 2010 and no amount outstanding at March
31, 2012 and 2011.
Debt Covenants
Our various borrowing facilities and long-term debt are subject to certain covenants. Our principal debt
covenant is our debt to capital ratio under our unsecured revolving credit facility, which cannot exceed 56.5%. For
the purpose of calculating this ratio, borrowings under the accounts receivable sales facility are excluded. If we
exceed this ratio, repayment of debt outstanding under the revolving credit facility could be accelerated. As of
March 31, 2012, we were in compliance with our financial covenants.
13. Variable Interest Entities
We are involved with VIEs, which we do not consolidate because we do not have the power to direct the
activities that most significantly impact their economic performance and thus are not considered the primary
beneficiary of the entities. Our relationships include equity investment, lending, leasing, contractual or other
relationships with the VIEs. Our most significant relationships are with oncology and other specialty practices.
Under these practice arrangements, we generally own or lease all of the real estate and the equipment used by the
affiliated practices and manage the practices’ administrative functions. Our maximum exposure to loss (regardless
of probability) as a result of all VIEs was $1.1 billion and $1.2 billion at March 31, 2012 and 2011, which primarily
represents the value of intangible assets related to service agreements and lease and loan receivables. These
amounts exclude the customer loan guarantees discussed in Financial Note 18, “Financial Guarantees and
Warranties.” We believe that there is no material loss exposure on these assets or from these relationships.
14. Pension Benefits
We maintain a number of qualified and nonqualified defined benefit pension plans and defined contribution
plans for eligible employees.
Defined Benefit Pension Plans
Eligible U.S. employees who were employed by the Company as of December 31, 1995 are covered under the
Company-sponsored defined benefit retirement plan. In 1997, the plan was amended to freeze all plan benefits as of
December 31, 1996. Benefits for the defined benefit retirement plan are based primarily on age of employees at date
of retirement, years of creditable service and the average of the highest 60 months of pay during the 15 years prior to
the plan freeze date. We also have defined benefit pension plans for eligible Canadian and United Kingdom
employees as well as an unfunded nonqualified supplemental defined benefit plan for certain U.S. executives.
Defined benefit plan assets and obligations are measured as of the Company’s fiscal year-end.
80
McKESSON CORPORATION
FINANCIAL NOTES (Continued)
The net periodic expense for our pension plans is as follows:
(In millions)
Service cost—benefits earned during the year
Interest cost on projected benefit obligation
Expected return on assets
Amortization of unrecognized actuarial loss, prior
service costs and net transitional obligation
Net periodic pension expense
2012
Years Ended March 31,
2011
2010
$
$
7
31
(31)
27
34
$
$
6
31
(29)
28
36
$
$
4
35
(24)
25
40
The projected unit credit method is utilized in measuring net periodic pension expense over the employees’
service life for the U.S. pension plans. Unrecognized actuarial losses exceeding 10% of the greater of the projected
benefit obligation or the market value of assets are amortized straight-line over the average remaining future service
periods.
Information regarding the changes in benefit obligations and plan assets for our pension plans is as follows:
Years Ended March 31,
2012
2011
625
7
31
42
(34)
(1)
670
416
12
17
(34)
(1)
410
$
$
$
$
593
6
31
21
(32)
6
625
391
40
11
(32)
6
416
(260)
$
(209)
—
(13)
(247)
(260)
$
$
4
(4)
(209)
(209)
$
$
$
$
$
$
$
(In millions)
Change in benefit obligations
Benefit obligation at beginning of period
Service cost
Interest cost
Actuarial loss
Benefit payments
Foreign exchange impact and other
Benefit obligation at end of period (1)
Change in plan assets
Fair value of plan assets at beginning of period
Actual return on plan assets
Employer and participant contributions
Benefits paid
Foreign exchange impact and other
Fair value of plan assets at end of period
Funded status at end of period
Amounts recognized on the balance sheet
Long-term assets
Current liabilities
Long-term liabilities
Total
(1) The benefit obligation is the projected benefit obligation.
81
McKESSON CORPORATION
FINANCIAL NOTES (Continued)
The accumulated benefit obligations for our pension plans were $667 million at March 31, 2012 and
$622 million at March 31, 2011. The following table provides the projected benefit obligation, accumulated benefit
obligation and fair value of plan assets for all our pension plans with an accumulated benefit obligation in excess of
plan assets.
(In millions)
Projected benefit obligation
Accumulated benefit obligation
Fair value of plan assets
$
Amounts recognized in accumulated other comprehensive income consist of:
(In millions)
Net actuarial loss
Prior service cost
Net transition obligation
Total
$
$
March 31,
$
March 31,
$
$
2012
670
667
410
2012
274
1
1
276
2011
533
529
319
2011
239
2
1
242
Other changes in plan assets and benefit obligations recognized in other comprehensive income during the
reporting periods were as follows:
(In millions)
Net actuarial loss
Prior service credit
Amortization of:
Net actuarial loss
Prior service cost
Total recognized in net periodic benefit cost and other
$
2012
61
—
(25)
(2)
comprehensive loss (income)
$
34
$
Years Ended March 31,
2011
10
—
$
$
(26)
(2)
(18)
$
2010
59
(2)
(23)
(2)
32
We expect to amortize $2 million of prior service cost and $30 million of actuarial loss for the pension plans
from stockholders’ equity to pension expense in 2013. Comparable 2012 amounts were $2 million and $25 million.
Projected benefit obligations relating to our unfunded U.S. plans were $167 million and $154 million at
March 31, 2012 and 2011. Pension obligations for our unfunded plans are funded based on the recommendations of
independent actuaries.
Expected benefit payments for our pension plans are as follows: $43 million, $33 million, $144 million,
$36 million and $33 million for 2013 to 2017 and $190 million for 2018 through 2022. Expected benefit payments
are based on the same assumptions used to measure the benefit obligations and include estimated future employee
service. Expected contributions to be made for our pension plans are $38 million for 2013.
82
McKESSON CORPORATION
FINANCIAL NOTES (Continued)
Weighted-average assumptions used to estimate the net periodic pension expense and the actuarial present value
of benefit obligations were as follows:
Net periodic pension expense
Discount rates
Rate of increase in compensation
Expected long-term rate of return on plan assets
Benefit obligation
Discount rates
Rate of increase in compensation
Years Ended March 31,
2012
4.98%
3.74
7.60
4.23%
3.56
2011
5.30%
3.75
7.79
4.99%
3.74
2010
7.68%
3.62
7.90
5.33%
3.75
Our U.S. defined benefit pension plan liabilities are valued using a discount rate based on a yield curve
developed from a portfolio of high quality corporate bonds rated AA or better whose maturities are aligned with the
expected benefit payments of our plans. For March 31, 2012, we used a weighted average discount rate of 4.15%,
which represents a decrease of 73 basis points from our 2011 weighted-average discount rate of 4.88%.
Sensitivity to changes in the weighted-average discount rate for our U.S. pension plans is as follows:
(In millions)
Increase (decrease) on projected benefit obligation
Increase (decrease) on net periodic pension cost
One Percentage
Point Increase
(38)
(2)
$
One Percentage
Point Decrease
44
3
$
Plan Assets
Investment Strategy: The overall objective for McKesson’s pension plan assets is to generate long-term
investment returns consistent with capital preservation and prudent investment practices, with a diversification of
asset types and investment strategies. Periodic adjustments are made to provide liquidity for benefit payments and
to rebalance plan assets to their target allocations.
The target allocations for plan assets at March 31, 2012 are 53% equity investments, 35% fixed income
investments and 12% to all other types of investments including cash and cash equivalents. The target allocations
for plan assets at March 31, 2011 were 61% equity investments, 32% fixed income investments and 7% to all other
types of investments including cash and cash equivalents. Equity investments include common stock, preferred
stock, and equity commingled funds. Fixed income investments include corporate bonds, government securities,
mortgage-backed securities, asset-backed securities, other directly held fixed income investments, and fixed income
commingled funds. Other investments include real estate funds, hedge funds, other commingled funds and cash and
cash equivalents.
We develop our expected long-term rate of return assumption based on the projected performance of the asset
classes in which plan assets are invested. Our target asset allocation was determined based on the liability and risk
tolerance characteristics of the plans and at times may be adjusted to achieve our overall investment objectives.
83
McKESSON CORPORATION
FINANCIAL NOTES (Continued)
Fair Value Measurements: The following tables represent our pension plan assets as of March 31, 2012 and
2011, using the fair value hierarchy by asset class. The fair value hierarchy has three levels based on the reliability
of the inputs used to determine fair value. Level 1 refers to fair values determined based on unadjusted quoted
prices in active markets for identical assets. Level 2 refers to fair values estimated using significant other observable
inputs and Level 3 includes fair values estimated using significant unobservable inputs.
(In millions)
Cash and cash equivalents
Equity securities:
Common stock
Equity commingled funds
Fixed income securities:
Government securities
Corporate bonds
Mortgage-backed securities
Asset-backed securities and other
Fixed income commingled funds
Other:
Real estate funds
Other commingled funds
Total
Receivables (1)
Payables (1)
Total
(1) Represents pending trades at March 31, 2012.
March 31, 2012
Level 1
14
$
Level 2
14
$
Level 3
—
$
Total
28
$
100
—
—
—
—
—
—
—
—
114
$
—
134
11
48
21
20
25
—
12
285
$
—
—
—
—
—
—
—
17
—
17
$
100
134
11
48
21
20
25
17
12
416
6
(12)
410
$
(In millions)
Cash and cash equivalents
Equity securities:
Common and preferred stock
Equity commingled funds
Fixed income securities:
Government securities
Corporate bonds
Mortgage-backed securities
Asset-backed securities and other
Fixed income commingled funds
Other:
Real estate funds
Hedge funds
Total
Receivables (1)
Payables (1)
Total
March 31, 2011
Level 1
14
$
Level 2
31
$
Level 3
—
$
Total
45
$
104
—
—
—
—
—
—
—
—
118
$
1
144
20
26
28
19
34
—
—
303
$
—
—
—
—
—
—
—
5
5
10
$
105
144
20
26
28
19
34
5
5
431
19
(34)
416
$
(1) Represents pending trades at March 31, 2011.
84
McKESSON CORPORATION
FINANCIAL NOTES (Continued)
Cash and cash equivalents – Cash and cash equivalents include short-term investment funds that maintain daily
liquidity and aim to have constant unit values of $1.00. The funds invest in short-term fixed income securities and
other securities with debt-like characteristics emphasizing short-term maturities and high credit quality. Directly
held cash and cash equivalents are classified as Level 1 investments. Cash and cash equivalents include
commingled funds, which have daily net asset values derived from the underlying securities; these are classified as
Level 2 investments.
Common and preferred stock – This investment class consists of common and preferred shares issued by U.S.
and non-U.S. corporations. Common shares are traded actively on exchanges and price quotes are readily available.
Preferred shares may not be actively traded. Holdings of common shares are generally classified as Level 1
investments. Preferred shares are classified as Level 2 investments.
Equity commingled funds – Some equity investments are held in commingled funds, which have daily net asset
values derived from quoted prices for the underlying securities in active markets; these are classified as Level 2
investments.
Fixed income securities — Government securities consist of bonds and debentures issued by central
governments or federal agencies; corporate bonds consist of bonds and debentures issued by corporations;
mortgage-backed securities consist of debt obligations secured by a mortgage or pool of mortgages; and asset-
backed securities primarily consist of debt obligations secured by an asset or pool of assets other than mortgages.
Inputs to the valuation methodology include quoted prices for similar assets in active markets, and inputs that are
observable for the asset, either directly or indirectly, for substantially the full term of the asset. Multiple prices and
price types are obtained from pricing vendors whenever possible, which enables cross-provider validations. The
Company obtains an understanding of how these prices are derived, including the nature and observability of the
inputs used in deriving such prices. Fixed income securities are generally classified as Level 2 investments.
Fixed income commingled funds – Some fixed income investments are held in commingled funds, which have
daily net asset values derived from the underlying securities; these are classified as Level 2 investments.
Real estate funds – The value of the real estate funds is reported by the fund manager and is based on a
valuation of the underlying properties. Inputs used in the valuation include items such as cost, discounted future
cash flows, independent appraisals and market based comparable data. The real estate funds are classified as Level
3 investments.
Hedge funds – The hedge funds are invested in fund-of-fund structures and consist of multiple investments in
interest and currency funds designed to hedge the risk of rate fluctuations. Given the complex nature of valuation
and the broad spectrums of investments, the hedge funds are classified as Level 3 investments.
Other commingled funds – The other commingled funds are invested in equities, bonds, commodities, other
alternative investments and cash and cash equivalents. These funds are valued generally based on the weekly net
asset values derived from the quoted prices for the underlying securities in active markets and, for alternative
investments, based on other complex valuation techniques. Other commingled funds are classified as Level 2
investments.
85
McKESSON CORPORATION
FINANCIAL NOTES (Continued)
The following table represents a reconciliation of Level 3 plan assets held during the years ended
March 31, 2012 and 2011:
(In millions)
Balance at March 31, 2010
Purchases, sales and settlements
Transfer in and/or out of Level 3
Balance at March 31, 2011
Unrealized gain on plan assets still held
Purchases, sales and settlements
Balance at March 31, 2012
$
Real Estate
Funds
19
(14)
—
5
1
11
17
$
$
Hedge
Funds
5
—
—
5
—
(5)
—
$
$
$
Other
2
—
(2)
—
—
—
—
$
$
$
Total
26
(14)
(2)
10
1
6
17
$
$
$
Concentration of Credit Risk: We evaluated our pension plans’ asset portfolios for the existence of significant
concentrations of credit risk as of March 31, 2012. Types of concentrations that were evaluated include investment
funds that represented 10% or more of the pension plans’ net assets. As of March 31, 2012 and 2011, 10% and 11%
of our plan assets are comprised of Bartram International Fund, which predominantly holds actively traded stock.
Multiemployer Plans
We also contribute to a number of multiemployer pension plans under the terms of collective-bargaining
agreements that cover union-represented employees. The risks of participating in these multiemployer plans are
different from single-employer pension plans in the following aspects: (i) assets contributed to the multiemployer
plan by one employer may be used to provide benefits to employees of other participating employers; (ii) if a
participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the
remaining participating employers; and (iii) if the Company chooses to stop participating in some of its
multiemployer plans, the Company may be required to pay those plans an amount based on the underfunded status
of the plan, referred to as a withdrawal liability. Actions taken by other participating employers may lead to adverse
changes in the financial condition of a multiemployer benefit plan and our withdrawal liability and contributions
may increase. Contributions to the plans and amounts accrued were not material for the years ended March 31,
2012, 2011, and 2010.
Defined Contribution Plans
We have a contributory profit sharing investment plan (“PSIP”) for U.S. employees not covered by collective
bargaining arrangements. Effective January 1, 2011, eligible employees may contribute to the PSIP up to 75% of
their monthly eligible compensation for pre-tax contributions and up to 75% of compensation for catch-up
contributions not to exceed IRS limits. The Company makes matching contributions in an amount equal to 100% of
the employee’s first 3% of pay contributed and 50% for the next 2% of pay contributed. The Company also may
make an additional annual matching contribution for each plan year to enable participants to receive a full match
based on their annual contribution.
The Company’s leveraged employee stock ownership plan (“ESOP”) had purchased an aggregate of 24 million
shares of the Company’s common stock since its inception. These purchases were financed by 10 to 20 year loans
from or guaranteed by us. At March 31, 2010, there were no outstanding ESOP loans nor the related receivables
from the ESOP as the ESOP fully repaid the loans during 2010. The loans were repaid by the ESOP from interest
earnings on cash balances and common dividends on unallocated shares and Company cash contributions. The
ESOP loan maturities and rates were identical to the terms of related Company borrowings. Stock was made
available from the ESOP based on debt service payments on ESOP borrowings. In the first quarter of 2011, all of
the 24 million common shares had been allocated to plan participants. In 2012, 2011 and 2009, the Company made
contributions primarily in cash or with the issuance of treasury shares. Future PSIP contributions will be funded
with cash or treasury shares.
86
McKESSON CORPORATION
FINANCIAL NOTES (Continued)
The McKesson Corporation PSIP was a member of the settlement class in the Consolidated Securities Litigation
Action. On April 27, 2009, the court issued an order approving the distribution of the settlement funds. On October
9, 2009, the PSIP received approximately $119 million of the Consolidated Securities Litigation Action proceeds.
Approximately $42 million of the proceeds were attributable to the allocated shares of McKesson common stock
owned by the PSIP participants during the Consolidated Securities Litigation Action class-holding period and were
allocated to the respective participants on that basis in the third quarter of 2010. Approximately $77 million of the
proceeds were attributable to the unallocated shares (the “Unallocated Proceeds”) of McKesson common stock
owned by the PSIP in an ESOP suspense account. In accordance with the plan terms, the PSIP distributed all of the
Unallocated Proceeds to current PSIP participants after the close of the plan year in April 2010. The receipt of the
Unallocated Proceeds by the PSIP was reimbursement for the loss in value of the Company’s common stock held by
the PSIP in its ESOP suspense account during the Consolidated Securities Litigation Action class-holding period
and was not a contribution made by the Company to the PSIP or ESOP. Accordingly, there were no accounting
consequences to the Company’s financial statements relating to the receipt of the Unallocated Proceeds by the PSIP.
As a result of the PSIP’s receipt of the Unallocated Proceeds, in 2010 the Company contributed $1 million to
the PSIP. Accordingly, the PSIP expense for 2010 was nominal. Commencing in 2011, the Company resumed its
contributions to the PSIP.
PSIP expense by segment for the last three years was as follows:
(In millions)
Distribution Solutions
Technology Solutions
Corporate
PSIP expense
Cost of sales (1)
Operating expenses
PSIP expense
2012
22
30
6
58
17
41
58
$
$
$
$
$
Years Ended March 31,
2011
23
32
4
59
$
$
$
$
$
17
42
59
$
$
2010
—
1
—
1
—
1
1
(1) Amounts recorded to cost of sales pertain solely to our McKesson Technology Solutions segment.
15. Postretirement Benefits
We maintain a number of postretirement benefits, primarily consisting of healthcare and life insurance
(“welfare”) benefits, for certain eligible U.S. employees. Eligible employees consist of those who retired before
March 31, 1999 and those who retired after March 31, 1999, but were an active employee as of that date, after
meeting other age-related criteria. We also provide postretirement benefits for certain U.S. executives. Defined
benefit plan obligations are measured as of the Company’s fiscal year-end.
The net periodic expense (income) for our postretirement welfare benefits is as follows:
(In millions)
Service cost—benefits earned during the year
Interest cost on accumulated benefit obligation
Amortization of unrecognized actuarial loss (gain) and
$
prior service costs
Net periodic postretirement expense (income)
$
2012
Years Ended March 31,
2011
2010
2
7
(1)
8
$
$
1
8
(4)
5
$
$
1
9
(25)
(15)
87
McKESSON CORPORATION
FINANCIAL NOTES (Continued)
Information regarding the changes in benefit obligations for our postretirement welfare plans is as follows:
(In millions)
Benefit obligation at beginning of period
Service cost
Interest cost
Actuarial loss (gain)
Benefit payments
Benefit obligation at end of period
$
$
$
Years Ended March 31,
2011
2012
152
2
7
(4)
(13)
144
154
1
8
2
(13)
152
$
The components of the amount recognized in accumulated other comprehensive income for the Company’s
other postretirement benefits at March 31, 2012 and 2011 were net actuarial losses of $2 million and $5 million and
net prior service credits of $2 million and $2 million. Other changes in benefit obligations recognized in other
comprehensive income were net actuarial gain of $3 million in 2012 and losses of $6 million and $51 million in
2011 and 2010.
We estimate that the amortization of the actuarial loss from stockholders’ equity to other postretirement expense
in 2013 will be $1 million. Comparable 2012 amounts were $1 million.
Other postretirement benefits are funded as claims are paid. Expected benefit payments for our postretirement
welfare benefit plans, net of expected Medicare subsidy receipts of $1 million annually, are as follows: $11 million
annually for 2013 to 2017 and $50 million cumulatively for 2018 through 2022. Expected benefit payments are
based on the same assumptions used to measure the benefit obligations and include estimated future employee
service. Expected contributions to be made for our postretirement welfare benefit plans are $13 million for 2013.
Weighted-average discount rates used to estimate postretirement welfare benefit expenses were 5.09%, 5.33%
and 7.86% for 2012, 2011 and 2010. Weighted-average discount rates for the actuarial present value of benefit
obligations were 4.44%, 5.09% and 5.33% for 2012, 2011 and 2010.
Actuarial gain or loss for the postretirement welfare benefit plan is amortized to income or expense over a three-
year period. The assumed healthcare cost trends used in measuring the accumulated postretirement benefit
obligation were 8.0% and 8.5% for prescription drugs, 7.5% and 7.5% for medical and 5.5% and 5.8% for dental in
2012 and 2011. For 2012, 2011 and 2010, a one-percentage-point increase or decrease in the assumed healthcare
cost trend rate would not have a material impact on the postretirement benefit obligations.
16. Financial Instruments and Hedging Activities
At March 31, 2012 and 2011, the carrying amounts of cash and cash equivalents, restricted cash, marketable
securities, receivables, drafts and accounts payable, short-term borrowings and other current liabilities approximated
their estimated fair values because of the short maturity of these financial instruments. All highly liquid debt
instruments purchased with original maturity of three months or less at the date of acquisition are included in cash
and cash equivalents. Included in cash and cash equivalents at March 31, 2012 and 2011, were money market fund
investments of $0.8 billion and $1.7 billion, which are reported at fair value. The fair value of these investments
was determined by using quoted prices for identical investments in active markets, which are considered to be Level
1 inputs under the fair value measurements and disclosures guidance. The carrying value of all other cash
equivalents approximates fair value due to their relatively short-term nature.
88
McKESSON CORPORATION
FINANCIAL NOTES (Continued)
The carrying amount and estimated fair value of our long-term debt and other financing was $3.6 billion and
$4.1 billion at March 31, 2012 and $4.0 billion and $4.3 billion at March 31, 2011. The estimated fair value of our
long-term debt and other financing was determined using quoted market prices and other inputs that were derived
from available market information. These are considered to be Level 2 inputs 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.
In the normal course of business, we are exposed to interest rate changes and foreign currency fluctuations. At
times we limit these risks through the use of derivatives such as interest rate swaps and forward foreign exchange
contracts. In accordance with our policy, derivatives are only used for hedging purposes. We do not use derivatives
for trading or speculative purposes.
Foreign currency rate risk
The majority of our operations are conducted in US dollars however, certain assets and liabilities, revenues and
expense and purchasing activities are incurred in and exposed to other currencies. We have established certain
foreign currency rate risk programs that manage the impact of foreign currency fluctuation. These programs are
utilized on a transactional basis when we consider there to be a risk in fair value or volatility in cash flows. These
programs reduce but do not entirely eliminate foreign currency rate risk. Currently, our foreign currency rate risk
programs include:
In March 2012, we entered into a number of forward contracts to hedge Canadian dollar denominated cash
flows. These contracts mature over a period of eight years and have a gross notional value of $528 million. These
contracts have been designated for hedge accounting and accordingly, changes in the contracts’ fair value will be
recorded to accumulated other comprehensive income and reclassified into earnings in the same period in which the
hedged transaction affects earnings. At March 31, 2012, the fair value of these contracts was not material and no
amounts were reclassified to earnings in 2012.
In 2012, we entered into a number of forward contracts to hedge British pound denominated cash flows. These
contracts mature in 2013 and have a gross notional value of $151 million. These contracts have not been designated
for hedge accounting and accordingly, changes in these contracts’ fair value are recorded directly in earnings. At
March 31, 2012, the fair value of these contracts was not material and net gains or losses for the year ended March
31, 2012 were also not material.
The fair values of all derivatives are considered to be Level 2 inputs 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.
17. Lease Obligations
We lease facilities and equipment almost solely under operating leases. At March 31, 2012, future minimum
lease payments required under operating leases that have initial or remaining noncancelable lease terms in excess of
one year for years ending March 31 are:
(In millions)
2013
2014
2015
2016
2017
Thereafter
Total minimum lease payments (1)
Noncancelable
Operating
Leases
$
$
188
157
123
92
75
233
868
(1)
Minimum lease payments have not been reduced by minimum sublease rentals of $74 million due under future
noncancelable subleases.
89
McKESSON CORPORATION
FINANCIAL NOTES (Continued)
Rental expense under operating leases was $240 million, $157 million and $154 million in 2012, 2011 and
2010. We recognize rent expense on a straight-line basis over the term of the lease, taking into account, when
applicable, lessor incentives for tenant improvements, periods where no rent payment is required and escalations in
rent payments over the term of the lease. Deferred rent is recognized for the difference between the rent expense
recognized on a straight-line basis and the payments made per the terms of the lease. Remaining terms for facilities
leases generally range from one to seven years, while remaining terms for equipment leases range from one to three
years. Most real property leases contain renewal options (generally for five-year increments) and provisions
requiring us to pay property taxes and operating expenses in excess of base period amounts. Sublease rental income
was not material for 2012, 2011 and 2010.
18. Financial Guarantees and Warranties
Financial Guarantees
We have agreements with certain of our Canadian customers’ financial institutions under which we have
guaranteed the repurchase of our customers’ inventory or our customers’ debt in the event these customers are
unable to meet their obligations to those financial institutions. For our inventory repurchase agreement, among
other requirements, inventories must be in resalable condition and any repurchase would be at a discount. The
inventory repurchase agreements mostly range from one to two years. Customers’ debt guarantees range from one
to five years and were primarily provided to facilitate financing for certain customers. The majority of our
customers’ debt guarantees are secured by certain assets of the customer. We also have an agreement with one
software customer that, under limited circumstances, may require us to secure standby financing. Because the
amount of the standby financing is not explicitly stated, the overall amount of this guarantee cannot reasonably be
estimated. At March 31, 2012, the maximum amounts of inventory repurchase guarantees and customers’ debt
guarantees were $125 million and $41 million, none of which had been accrued.
The expirations of the above noted financial guarantees are as follows: $107 million, $22 million, $13 million,
$2 million and $1 million from 2013 through 2017 and $21 million thereafter.
In addition, at March 31, 2012, our banks and insurance companies have issued $86 million of standby letters of
credit and surety bonds, which were issued on our behalf mostly related to our customer contracts and in order to
meet the security requirements for statutory licenses and permits, court and fiduciary obligations and our workers’
compensation and automotive liability programs.
Our software license agreements generally include certain provisions for indemnifying customers against
liabilities if our software products infringe a third party’s intellectual property rights. To date, we have not incurred
any material costs as a result of such indemnification agreements and have not accrued any liabilities related to such
obligations.
In conjunction with certain transactions, primarily divestitures, we may provide routine indemnification
agreements (such as retention of previously existing environmental, tax and employee liabilities) whose terms vary
in duration and often are not explicitly defined. Where appropriate, obligations for such indemnifications are
recorded as liabilities. Because the amounts of these indemnification obligations often are not explicitly stated, the
overall maximum amount of these commitments cannot be reasonably estimated. Other than obligations recorded as
liabilities at the time of divestiture, we have historically not made significant payments as a result of these
indemnification provisions.
Warranties
In the normal course of business, we provide certain warranties and indemnification protection for our products
and services. For example, we provide warranties that the pharmaceutical and medical-surgical products we
distribute are in compliance with the Food, Drug and Cosmetic Act and other applicable laws and regulations. We
have received the same warranties from our suppliers, which customarily are the manufacturers of the products. In
addition, we have indemnity obligations to our customers for these products, which have also been provided to us
from our suppliers, either through express agreement or by operation of law.
90
McKESSON CORPORATION
FINANCIAL NOTES (Continued)
We also provide warranties regarding the performance of software and automation products we sell. Our
liability under these warranties is to bring the product into compliance with previously agreed upon specifications.
For software products, this may result in additional project costs, which are reflected in our estimates used for the
percentage-of-completion method of accounting for software installation services within these contracts. In
addition, most of our customers who purchase our software and automation products also purchase annual
maintenance agreements. Revenues from these maintenance agreements are recognized on a straight-line basis over
the contract period and the cost of servicing product warranties is charged to expense when claims become
estimable. Accrued warranty costs were not material to the consolidated balance sheets.
19. Other Commitments and Contingent Liabilities
In addition to commitments and obligations in the ordinary course of business, we are subject to various claims,
other pending and potential legal actions for damages, investigations relating to governmental laws and regulations
and other matters arising out of the normal conduct of our business. As described below, many of these proceedings
are at preliminary stages and many seek an indeterminate amount of damages.
When a loss is considered probable and reasonably estimable, we record a liability in the amount of our best
estimate for the ultimate loss. However, the likelihood of a loss with respect to a particular contingency is often
difficult to predict and determining a meaningful estimate of the loss or a range of loss may not be practicable based
on the information available and the potential effect of future events and decisions by third parties that will
determine the ultimate resolution of the contingency. Moreover, it is not uncommon for such matters to be resolved
over many years, during which time relevant developments and new information must be reevaluated at least
quarterly to determine both the likelihood of potential loss and whether it is possible to reasonably estimate a range
of possible loss. When a loss is probable but a reasonable estimate cannot be made, disclosure of the proceeding is
provided.
Disclosure also is provided when it is reasonably possible that a loss will be incurred or when it is reasonably
possible that the amount of a loss will exceed the recorded provision. We review all contingencies at least quarterly
to determine whether the likelihood of loss has changed and to assess whether a reasonable estimate of the loss or
range of loss can be made. As discussed above, development of a meaningful estimate of loss or a range of potential
loss is complex when the outcome is directly dependent on negotiations with or decisions by third parties, such as
regulatory agencies, the court system and other interested parties. Such factors bear directly on whether it is possible
to reasonably estimate a range of potential loss and boundaries of high and low estimates.
We are party to the legal proceedings described below. Unless otherwise stated, we are currently unable to
estimate a range of reasonably possible losses for the unresolved proceedings described below. Should any one or a
combination of more than one of these proceedings be successful, or should we determine to settle any or a
combination of these matters, we may be required to pay substantial sums, become subject to the entry of an
injunction or be forced to change the manner in which we operate our business, which could have a material adverse
impact on our financial position or results of operations.
I. Average Wholesale Price Litigation
The following matters involve a benchmark referred to as “AWP,” which is utilized by some public and private
payers to calculate a portion of the amount that pharmacies and other providers are reimbursed for dispensing certain
covered prescription drugs.
A.
In re McKesson Governmental Entities Average Wholesale Price Litigation
Commencing in May of 2008, a series of complaints were filed in the United States District Court for the
District of Massachusetts by various public payers — governmental entities that paid a portion of the price of certain
prescription drugs — alleging that in late 2001 the Company and First DataBank, Inc. (“FDB”), a publisher of
pharmaceutical pricing information, conspired to improperly raise the published AWP for certain prescription drugs,
and that this alleged conduct resulted in higher drug reimbursement payments by plaintiffs and others similarly
situated. These actions were all consolidated under the caption In re McKesson Governmental Entities Average
Wholesale Price Litigation. A description of the actions pending during fiscal year 2012 is as follows:
91
McKESSON CORPORATION
FINANCIAL NOTES (Continued)
The Douglas County, Kansas Nationwide Class Action
On August 7, 2008, an action was filed by the Board of County Commissioners of Douglas County, Kansas on
behalf of itself and a purported national class of state, local and territorial governmental entities against the
Company and FDB alleging violations of RICO and federal antitrust laws, and seeking treble damages, as well as
injunctive relief, interest, attorneys’ fees and costs of suit, all in unspecified amounts, Board of County
Commissioners of Douglas County, Kansas v. McKesson Corporation, et al., (No. 1:08-CV-11349-PBS) (“Douglas
County, Kansas Action”).
On December 24, 2008, an amended and consolidated class action complaint was filed abandoning the
previously alleged antitrust claims, and adding as named plaintiffs the City of Panama City, Florida; the State of
Oklahoma; the County of Anoka, Minnesota; Baltimore, Maryland; Columbia, South Carolina; and Goldsboro,
North Carolina. On March 3, 2009, a second amended and consolidated class action complaint was filed, adding the
State of Montana as a plaintiff, adding Montana state law claims, and adding a claim for tortious interference. On
February 10, 2009, plaintiffs filed a notice of dismissal without prejudice of defendant FDB.
On May 20, 2009, an action was filed by Oakland County, Michigan and the City of Sterling Heights, Michigan
against the Company as the sole defendant asserting claims under RICO, Michigan’s Antitrust Reform Act,
Michigan’s Consumer Protection Act, California’s antitrust statute, and for fraud, and seeking damages, treble
damages, interest and attorneys’ fees, all in unspecified amounts, Oakland County, Michigan et al. v. McKesson
Corporation, (No. 1:09-CV-10843-PBS) (“Michigan Counties Action”). On August 4, 2009, the court granted the
Company’s motion to stay the Michigan Counties Action.
On March 4, 2011, the court entered an order granting, in part, and denying, in part, plaintiffs’ motion for class
certification in the Douglas County, Kansas Action. Specifically, the court certified a nationwide class comprised of
all non-federal and non-state governmental entities for liability and equitable relief for the period from August 1,
2001, to June 2, 2005, and for damages for the period August 1, 2001, to December 31, 2003. On March 30, 2011,
the court granted, in part, plaintiffs’ motion for reconsideration by extending the liability-only class period from
June 2, 2005, to October 6, 2006. On May 13, 2011, the United States Court of Appeals for the First Circuit denied
the Company’s petition and the plaintiffs’ cross-petition seeking permission to appeal the district court’s March 4,
2011 class certification order.
On June 28 and June 29, 2011, respectively, the Company executed settlement agreements with the States of
Oklahoma and Montana with respect to the claims those States asserted on behalf of their respective Medicaid
programs in the Douglas County, Kansas Action. On December 6, 2011, the Company executed a settlement
agreement with the State of Oklahoma with respect to the claims it asserted on behalf of the Oklahoma State and
Education Employees Group Insurance Board. Pursuant to these settlements, the court dismissed with prejudice all
claims asserted by the States of Oklahoma and Montana in the Douglas County, Kansas Action.
On October 25, 2011, the Company executed a settlement agreement with the certified class of plaintiffs in the
Douglas County, Kansas Action. The settlement provides that the Company will pay $82 million in settlement of all
claims on behalf of a nationwide class of cities, counties, and other non-federal and non-state governmental entities.
The settlement amount of $82 million is to be paid into a settlement escrow in installments following preliminary
and final approvals of the settlement by the court. The escrow account shall be used for settlement administration
costs, including notice, attorneys’ fees as approved by the court, and the remainder will be distributed to class
members in a manner determined by plaintiffs and subject to court approval. The settlement also provides that the
settlement class will release all claims against the Company relating to FDB’s allegedly inflated AWPs, whenever
such claims were incurred, and includes an express denial of any liability on the part of the Company.
The court granted preliminary approval of the settlement on November 8, 2011, and, on April 19, 2012, the
court granted final approval of the settlement and entered final judgment. To date, approximately $32 million has
been paid by the Company into the settlement escrow, and the balance of the $82 million is expected to be paid into
the settlement escrow during the first quarter of 2013.
92
McKESSON CORPORATION
FINANCIAL NOTES (Continued)
On January 5, 2012, the Company and the plaintiffs in the Michigan Counties Action filed a stipulated order of
dismissal with prejudice, which the court entered on January 12, 2012, and which became effective upon the court
granting final approval of the settlement in the Douglas County, Kansas Action on April 19, 2012.
State Medicaid AWP Cases
Beginning in September 2010, a series of suits were filed by individual states in jurisdictions other than the
United States District Court for the District of Massachusetts based on essentially the same factual allegations as
alleged in In re McKesson Governmental Entities Average Wholesale Price Litigation. A description of the actions
pending during fiscal year 2012 is as follows:
The Kansas Action
On September 13, 2010, an action was filed in the Kansas state court of Wyandotte County by the State of
Kansas against the Company and FDB asserting claims under Kansas’s Restraint of Trade Act, Kansas’s Consumer
Protection Act, and Kansas’s false claims statute, and for civil conspiracy, fraud, unjust enrichment, and breach of
contract, and seeking damages, treble damages, civil penalties, as well as injunctive relief, interest, disgorgement of
profits, attorneys’ fees and costs of suit, all in unspecified amounts, State of Kansas ex rel. Steve Six v. McKesson
Corporation, et al., (No. 10CV1491). On February 24, 2011, the court denied the Company’s motion to dismiss the
State’s complaint and set trial for August 7, 2012. On February 15, 2012, the court granted the Company’s motion
for a continuance and reset trial for May 28, 2013. Discovery is ongoing.
The Mississippi Action
On October 8, 2010, an action was filed in the Mississippi state court of Hinds County by the State of
Mississippi against the Company as the sole defendant asserting claims under RICO, Mississippi’s Medicaid Fraud
Control Act, Mississippi’s Consumer Protection Act, and for civil conspiracy, tortious interference with contract,
unjust enrichment, and fraud, and seeking damages, treble damages, civil penalties, restitution, as well as injunctive
relief, interest, attorneys’ fees and costs of suit, all in unspecified amounts, State of Mississippi v. McKesson
Corporation, et al., (No. 251-10-862CIV). On November 9, 2010, the Company filed a Notice of Removal to the
United States District Court, for the Southern District of Mississippi. On January 27, 2011, the case was remanded
back to Mississippi state court after the State dismissed its RICO claim. On February 15, 2011, the Company filed a
motion to transfer the Mississippi Action from the Circuit Court of Hinds County to the Chancery Court of Hinds
County, or in the alternative, to dismiss the State’s claim under Mississippi’s Consumer Protection Act for lack of
subject matter jurisdiction. On July 1, 2011, the court denied the Company’s motion to transfer or, in the alternative,
to dismiss. On July 22, 2011, the Company filed a petition with the Supreme Court of Mississippi seeking
permission to appeal the trial court’s July 1, 2011 order. On December 15, 2011, the Supreme Court of Mississippi
denied the Company’s petition but ordered the trial court to dismiss the State’s claim under Mississippi’s Consumer
Protection Act. On July 26, 2011, a second amended complaint was filed that formally abandoned the previously
alleged RICO claims and added claims on behalf of the Mississippi state employee health plan. On August 25, 2011,
the Company filed a motion to dismiss the State’s claim under Mississippi’s Medicaid Fraud Control Act, which the
court denied on March 12, 2012. On March 9, 2012, the Company filed a motion to extend the scheduling deadlines
set by the court, including the trial date. On April 6, 2012, the parties filed a stipulated scheduling order requesting
the court to continue the previously set trial date of November 26, 2012, to a date after March 1, 2013. The court
has not yet ruled on this request. Discovery is ongoing.
The Alaska Action
On October 12, 2010, an action was filed in Alaska state court by the State of Alaska against the Company and
FDB asserting claims under Alaska’s unfair and deceptive trade practices statute, and for fraud and civil conspiracy,
and seeking damages, treble damages, punitive damages, civil penalties, disgorgement of profits, as well as
declaratory relief, interest, attorneys’ fees and costs of suit, all in unspecified amounts, State of Alaska v. McKesson
Corporation, et al., (No. 3AN-10-11348-CI). On May 24, 2011, the court denied the Company’s motion to dismiss
the State’s complaint. Discovery is ongoing, and trial is set for February 4, 2013.
93
McKESSON CORPORATION
FINANCIAL NOTES (Continued)
The Utah Action
On October 20, 2010, an action was filed in the United States District Court for the Northern District of
California by the State of Utah against the Company as the sole defendant asserting claims under RICO and for civil
conspiracy, tortious interference with contract, and unjust enrichment, and seeking damages, treble damages,
restitution, as well as injunctive relief, interest, attorneys’ fees and costs of suit, all in unspecified amounts, State of
Utah v. McKesson Corporation, et al., (No. CV 10-4743-SC). On July 19, 2011, the court denied the Company’s
motion to dismiss the State’s complaint. Discovery is ongoing, and trial is set for March 11, 2013.
The Arizona Administrative Proceeding
On November 5, 2010, the Company received a Notice of Proposed Civil Monetary Penalty from the Office of
Inspector General for the Arizona Health Care Cost Containment System (“AHCCCS”) purporting to initiate an
administrative claim process against the Company, and seeking civil penalties in the amount of $101 million and an
assessment in the amount of $112 million for false claims allegedly submitted to the Arizona Medicaid program
(No. 2010-1218). On February 28, 2011, the Company filed a complaint in Arizona Superior Court, County of
Maricopa, against AHCCCS and its Director, alleging that the administrative proceeding commenced by AHCCCS
violates the Arizona Administrative Procedure Act and the Due Process Clauses of the Arizona Constitution and the
United States Constitution, and seeking to enjoin AHCCCS’s administrative proceeding, a declaratory judgment that
AHCCCS lacks jurisdiction and legal authority to impose penalties or assessments against the Company, as well as
costs of suit, McKesson Corporation v. AHCCCS, (No. CV-2011-004446). On April 28, 2011, the court ruled that
AHCCCS has no jurisdiction to impose penalties or assessments against the Company and enjoined AHCCCS from
prosecuting or reinitiating any penalty proceeding against the Company. On May 31, 2011, the court entered final
judgment in favor of the Company. On June 16, 2011, AHCCCS filed a notice of appeal. The briefing on
AHCCCS’s appeal is complete, but a hearing date has not yet been set.
The Hawaii Action
On November 10, 2010, an action was filed in Hawaii state court by the State of Hawaii against the Company
and FDB asserting claims under Hawaii’s false claims statute, Hawaii’s unfair and deceptive trade practices statute,
and for fraud and civil conspiracy, and seeking damages, treble damages, punitive damages, civil penalties,
disgorgement of profits, as well as interest, attorneys’ fees and costs of suit, all in unspecified amounts, State of
Hawaii v. McKesson Corporation, et al., (CV. No. 10-1-2411-11-GWBC). On April 12, 2011, the court denied the
Company’s motion to dismiss the State’s complaint. Discovery is ongoing, and trial is set for April 15, 2013.
The Louisiana Action
On December 20, 2010, an action was filed in Louisiana state court by the State of Louisiana against the
Company as the sole defendant asserting claims under Louisiana’s unfair and deceptive trade practices statute,
Louisiana’s Medical Assistance Programs Integrity Law, Louisiana’s antitrust statute, and for fraud, negligent
misrepresentation, civil conspiracy, and unjust enrichment, and seeking damages, statutory fines, civil penalties,
disgorgement of profits, as well as interest, attorneys’ fees and costs of suit, all in unspecified amounts, State of
Louisiana v. McKesson Corporation, (No. C597634 Sec. 23). On June 2, 2011, the court granted the State’s motion
to consolidate for all purposes, including trial, the State’s suit against the Company with the State’s pending action
against numerous drug manufacturers, State of Louisiana v. Abbott Laboratories, Inc., et al., (No. C596164). On
September 8, 2011, the trial court entered an order granting the State’s motion to voluntarily dismiss its antitrust
claims. The Louisiana Court of Appeals, on September 20, 2011, denied the Company’s appeal challenging the trial
court’s June 2, 2011 consolidation order. On December 14, 2011, the trial court denied the Company’s motion to
dismiss the State’s complaint. On December 19, 2011, the Company filed an application for a supervisory writ, with
the Louisiana Court of Appeals, seeking to challenge the trial court’s ruling that the State is the proper party to assert
damages claims on behalf of Louisiana’s Medicaid program, which application was denied. No trial date has been
set.
94
McKESSON CORPORATION
FINANCIAL NOTES (Continued)
The Michigan Action
On June 2, 2011, an action was filed in Michigan state court, County of Ingham, by the State of Michigan
against the Company, FDB, and the Hearst Corporation asserting claims under Michigan’s false claims statute, and
for fraud based on false representation, silent fraud, civil conspiracy to commit fraud, tortious interference with
contract, and unjust enrichment, and seeking damages, treble damages, civil penalties, restitution, disgorgement of
profits, interest, attorneys’ fees and costs of suit, all in unspecified amounts, Bill Schuette ex rel. State of Michigan v.
McKesson Corporation, et al., (11-629-CZ). On November 29, 2011, the court denied the Company’s motion to
dismiss the State’s complaint. No trial date has been set.
The Virginia Action
On June 8, 2011, an action was filed in the United States District Court for the Northern District of California
by the Commonwealth of Virginia against the Company and two of its employees asserting claims under RICO,
Virginia’s false claims statute, Virginia’s fraud statute, and for conspiracy to defraud, and seeking damages, treble
damages, civil penalties, interest, and costs of suit, all in unspecified amounts, Commonwealth of Virginia v.
McKesson Corporation, et al., (C11-02782-SI). On October 13, 2011, the court denied the Company’s motion to
dismiss the Commonwealth’s complaint. Discovery is ongoing, and trial is set for March 11, 2013.
The Indiana Action
On July 13, 2011, the Company was named as a co-defendant to FDB in an action filed in Indiana state court,
County of Marion, by the State of Indiana asserting claims under Indiana’s false claims statute, Indiana’s Medicaid
fraud statute, Indiana’s theft statute, and for fraud and civil conspiracy, and seeking damages, treble damages, civil
penalties, disgorgement of profits, interest, injunctive and declaratory relief, attorneys’ fees and costs of suit, all in
unspecified amounts, State of Indiana v. McKesson Corp. et al., (No. 49D11-1106-PL-021595). On January 20,
2012, the court granted, in part, and denied, in part, the Company’s motion to dismiss the State’s complaint.
Specifically, the court dismissed without prejudice the State’s claims under Indiana’s Medicaid fraud statute and
Indiana’s theft statute, and for fraud. On February 21, 2012, a second amended complaint was filed asserting claims
under Indiana’s false claims statute, and for fraud and civil conspiracy. On March 22, 2012, McKesson moved to
dismiss the fraud claim in the second amended complaint. Discovery is ongoing, and trial is set for April 7, 2014.
The Kentucky Action
On July 15, 2011, the Company was named as a co-defendant to FDB in an action filed in Kentucky state court,
Franklin County, by the Commonwealth of Kentucky asserting claims under Kentucky’s consumer protection
statute, Kentucky’s Medicaid fraud statute, Kentucky’s theft by deception statute, Kentucky’s false advertising
statute, and for fraud, negligent misrepresentation, and civil conspiracy, and seeking damages, punitive damages,
civil penalties, disgorgement of profits, interest, injunctive and declaratory relief, attorneys’ fees and costs of suit, all
in unspecified amounts, Commonwealth of Kentucky v. McKesson Corp. et al., (No. 11-CI-00935). On March 12,
2012, the court held a hearing on the Company’s motion to dismiss the Commonwealth’s complaint but the court
has not yet issued a ruling. No trial date has been set.
The Oregon Action
On November 11, 2011, an action was filed in the United States District Court for the Northern District of
California by the State of Oregon against the Company as the sole defendant asserting claims under RICO, Oregon’s
RICO statute, and for unjust enrichment, civil conspiracy, tortious interference with contract, and fraud, and seeking
damages, treble damages, punitive damages, a constructive trust, as well as interest, attorneys’ fees and costs of suit,
all in unspecified amounts, State of Oregon v. McKesson Corporation, No. C11-05384-SI. The Company filed an
answer to the State’s complaint on January 9, 2012. Discovery is ongoing, and trial is set for July 8, 2013.
95
McKESSON CORPORATION
FINANCIAL NOTES (Continued)
B. The New Jersey United States Attorney’s Office AWP Investigation
In June 2007, the Company was informed that a relator had previously filed a qui tam action in the United
States District Court for the District of New Jersey, purportedly on behalf of the United States, twelve states
(California, Delaware, Florida, Hawaii, Illinois, Louisiana, Massachusetts, Nevada, New Mexico, Tennessee, Texas
and Virginia) and the District of Columbia against the Company and seven other defendants. In January 2009, the
Company was provided with a courtesy copy of the relator’s third amended complaint, which alleges claims against
the Company and seven other defendants under the False Claims Act and various state false claims statutes. The
claims arise out of alleged manipulation of AWP by the defendants. This qui tam action is brought on behalf of the
United States and various states, and seeks damages, treble damages and civil penalties, as well as attorneys’ fees
and costs of suit.
C. General
On January 30, 2012, the Company reached an agreement in principle with a coalition of State Attorneys
General to resolve state Medicaid claims relating to AWP for payment by the Company of approximately $173
million. This amount shall be reduced by the total amount allocated to any state that declines to subscribe to the
settlement. This agreement is subject to execution of written settlement agreements acceptable to the Company and
each participating state. Although the Company believes that there will be substantial participation by the states, the
final level of participation is not yet known. The Company will continue to defend vigorously any action pursued by
a non-settling state. The Company has fully reserved for the financial effect of this agreement in principle.
The Company has a reserve relating to AWP public entity claims, which is reviewed at least quarterly and
whenever events or circumstances indicate changes, including consideration of the pace and progress of discussions
relating to potentially resolving other public entity claims. Pre-tax charges relating to changes in the Company's
AWP litigation reserve, including accrued interest, are recorded in the Distribution Solutions segment. The
Company's AWP litigation reserve is included in other current liabilities in the consolidated balance sheets. In view
of the number of outstanding cases and expected future claims, and the uncertainties of the timing and outcome of
this type of litigation, it is possible that the ultimate costs of these matters may exceed or be less than the reserve.
The following is the activity related to the AWP litigation reserve for the years ended March 31, 2012, 2011 and
2010:
(In millions)
AWP litigation reserve at beginning of period
Charges incurred
Payments made
AWP litigation reserve at end of period
2012
330
149
(26)
453
$
$
Years Ended March 31,
2011
$
$
143
213
(26)
330
$
$
2010
143
—
—
143
The charges for 2012 primarily related to the Douglas County, Kansas Action settlement and the state and
federal Medicaid claims. The charges for 2011 primarily related to the state and federal Medicaid claims.
On April 3, 2012, the Company entered into a settlement agreement with the United States Department of
Justice to resolve the federal share of Medicaid claims related to AWP. The total settlement amount of $191
million, which includes interest, was paid on April 9, 2012. Pursuant to the settlement agreement, the United States
Department of Justice filed a notice seeking the dismissal with prejudice of the claims on behalf of the United States
asserted by the relator in the qui tam action pending in New Jersey federal court to the extent those claims are
encompassed by the settlement release in the parties’ agreement.
96
McKESSON CORPORATION
FINANCIAL NOTES (Continued)
II. Other Litigation and Claims
On October 3, 2008, the United States filed a complaint in intervention in a pending qui tam action in the
United States District Court for the Northern District of Mississippi, naming as defendants, among others, the
Company and its former indirect subsidiary, McKesson Medical-Surgical MediNet Inc. (“MediNet”), now merged
into and doing business as McKesson Medical-Surgical MediMart Inc., United States ex rel. Jamison v. McKesson
Corporation, et al., (No. 2:08-CV-00214-SA). The United States (“USA”) alleges violations of the federal False
Claims Act, 31 U.S.C. Sections 3729-33, in connection with billing and supply services rendered by MediNet to the
long-term care facility operator co-defendants. The action seeks monetary damages in an unstated amount. On
July 7, 2009, defendants filed motions to dismiss the action filed by the relator, arguing that the relator was not the
original source of the claims which he attempts to pursue in his qui tam action. On March 25, 2010, the trial court
granted defendants’ motions to dismiss the relator and his complaint, which ruling was later affirmed on appeal by
the United States Court of Appeals for the Fifth Circuit. On June 2, 2010, the USA filed a motion for partial
summary judgment, seeking a finding that the Company’s co-defendant, a Medicare Part B supplier, failed to
comply with certain of the 21 Supplier Standards (“Standards”) established by federal regulations covering such
Medicare suppliers, and that the relevant claims for which MediNet provided contract billing and/or supply services
were rendered “false” by reason of such non-compliance. On July 2, 2010 the Company and MediNet filed their
opposition to the USA’s motion and themselves moved for summary judgment as to certain counts based on
numerous arguments, including that the USA cannot, as a matter of law, establish that the co-defendant Medicare
Part B supplier failed to meet the Standards. On March 28, 2011, the trial court issued its order denying the motion
of the USA and granting the partial summary judgment motions of the Company and its co-defendants on grounds
that, as a matter of law, the Standards had not been violated. All causes of action based on the alleged failure to
comply with the Standards were dismissed. In September of 2011, the Company and MediNet moved for summary
judgment on the USA’s remaining causes of action which motions were denied on February 14, 2012. In its pretrial
filings, the USA stated that it intends to seek damages, which after trebling as allowed by the False Claims Act, total
$82 million, and will additionally seek between $407 million to $814 million in fines and penalties. The McKesson
defendants strongly dispute any liability, disagree with those claims for damages, fines and penalties and, based on
experience, believe that such claimed damages amounts are not meaningful indicators of potential liability. On
February 21, 2012, a non-jury trial commenced. On March 8, 2012, the court set April 30, 2012 for the continuation
of the trial to allow the USA to present its revised claim for damages which the USA represented at trial would be
reduced from the amounts stated in pretrial filings. No rulings on liability or damages have been made yet.
As previously reported, the Company’s subsidiary, McKesson Medical-Surgical Inc. (“MMS”), has been named
as a defendant in multiple cases pending in Nevada state court alleging that plaintiffs contracted Hepatitis C after
being administered the drug Propofol during medical procedures conducted by third parties. All but seven cases
have been settled with no contribution from MMS, including the previously reported case with a jury verdict against
MMS for $6 million in compensatory damages and $18 million in punitive damages. Of the seven remaining cases,
the next trial date is January 2013.
Our subsidiary, Northstar Rx LLC, is one of multiple defendants in approximately 425 active cases alleging that
plaintiffs were injured after ingesting Reglan and/or its generic equivalent, metoclopramide. There are an additional
52 cases in California, currently stayed, involving over 2,000 plaintiffs. The cases usually include state law claims
for strict liability, failure to warn, negligence, and breach of warranty. Most of these cases are pending in state courts
in Pennsylvania, California and New Jersey, with other cases pending in Alabama, Louisiana, Missouri, Mississippi,
Oregon and Tennessee. Northstar Rx’s insurers are providing coverage for these cases. The Company believes that
all of these cases are subject to dismissal pursuant to the U.S. Supreme Court’s 2011 ruling in Pliva, Inc. v. Mensing,
which barred certain types of claims involving generic pharmaceuticals. The Company is also named in
approximately 850 cases as a distributor of these products.
On January 4, 2011, the Company was served with a qui tam complaint that was originally filed in
November 2005 in the United States District Court for the Eastern District of Pennsylvania by a relator, a former
employee of a Johnson & Johnson affiliate, against the Company, Johnson & Johnson and its affiliate companies,
and Omnicare, Inc., alleging that the Company received illegal “kickbacks” from the Johnson & Johnson defendants
in violation of the federal Anti-Kickback Statute, the False Claims Act and various state false claims statutes, and
seeking damages, treble damages, civil penalties, interest, attorneys’ fees and costs of suit, all in unspecified
amounts, United States ex rel. Scott Bartz v. Ortho McNeil Pharmaceuticals, Inc., et al., (No. 2:05-cv-06010). The
United States declined to intervene in the suit.
97
McKESSON CORPORATION
FINANCIAL NOTES (Continued)
On February 23, 2011, the case was transferred to the District of Massachusetts. On May 27, 2011, the
Company filed a motion to dismiss the relator’s complaint. On June 10, 2011, the relator filed a notice of intent to
voluntarily dismiss the Company from the action, subject to approval by the United States and the various states on
whose behalf the relator filed suit. On March 2, 2012, the court granted, in part, and denied, in part, the Johnson &
Johnson defendants’ motion to dismiss. Specifically, the court ruled that it lacked jurisdiction over the relator’s
claims under the False Claims Act, and it declined to exercise supplemental jurisdiction over the relator’s claims
under various state false claims statutes. On April 19, 2012, the Court granted the relator’s unopposed motion to
dismiss the Company from the action.
III. Government Investigations and Subpoenas
From time-to-time, the Company receives subpoenas or requests for information from various government
agencies. The Company generally responds to such subpoenas and requests in a cooperative, thorough and timely
manner. These responses sometimes require considerable time and effort and can result in considerable costs being
incurred by the Company. Such subpoenas and requests also can lead to the assertion of claims or the
commencement of civil or criminal legal proceedings against the Company and other members of the health care
industry, as well as to settlements. Examples of such requests and subpoenas include the following two items.
First, prior to its recent acquisition by the Company, US Oncology was informed that the United States Federal
Trade Commission (“FTC”) and the Attorney General for the State of Texas (“Texas AG”) had opened
investigations to determine whether a transaction in which certain Austin, Texas based oncology physicians became
employees of an existing Texas US Oncology affiliated oncology practice group violated relevant state or federal
antitrust laws. US Oncology has responded to requests for information from the government agencies and the
Company has continued to cooperate with the FTC and the Texas Attorney General regarding these investigations.
US Oncology has reached an agreement with the Texas AG fully resolving its inquiry, and the FTC has informed
US Oncology that it has closed its file regarding the matter.
Second, the Company has been informed of an investigation by the Regie de l’assurance maladie Du Quebec
(“RAMQ”) to which the Company’s subsidiary, McKesson Canada Corporation (“MCC”), has responded. RAMQ
is a provincial government agency with administrative authority over the conduct of pharmaceutical businesses in
Quebec Province. MCC has cooperated fully with the investigation which has been conducted, with substantial
interruptions, from 2009 through the present. The Company believes that the investigation is focused on certain
discounts and payments offered to pharmacies in the Quebec Province.
IV. Environmental Matters
Primarily as a result of the operation of the Company’s former chemical businesses, which were fully divested
by 1987, the Company is involved in various matters pursuant to environmental laws and regulations. The Company
has received claims and demands from governmental agencies relating to investigative and remedial actions
purportedly required to address environmental conditions alleged to exist at eight sites where it, or entities acquired
by it, formerly conducted operations and the Company, by administrative order or otherwise, has agreed to take
certain actions at those sites, including soil and groundwater remediation. In addition, the Company is one of
multiple recipients of a New Jersey Department of Environmental Protection Agency directive and a separate United
States Environmental Protection Agency directive relating to potential natural resources damages (“NRD”)
associated with one of these eight sites. Although the Company’s potential allocation under either directive cannot
be determined at this time, it has agreed to participate with a potentially responsible party (“PRP”) group in the
funding of an NRD assessment, the costs of which are reflected in the aggregate estimates set forth below.
Based on a determination by the Company’s environmental staff, in consultation with outside environmental
specialists and counsel, the current estimate of the Company’s probable loss associated with the remediation costs
for these eight sites is $7 million, net of approximately $1.7 million that third parties have agreed to pay in
settlement or is expected, based either on agreements or nonrefundable contributions which are ongoing, to be
contributed by third parties. The $7 million is expected to be paid out between April 2012 and March 2032. The
Company’s estimated probable loss for these environmental matters has been entirely accrued for in the
accompanying consolidated balance sheets.
98
McKESSON CORPORATION
FINANCIAL NOTES (Continued)
In addition, the Company has been designated as a PRP under the Superfund law for environmental assessment
and cleanup costs as the result of its alleged disposal of hazardous substances at 13 sites. With respect to these sites,
numerous other PRPs have similarly been designated and while the current state of the law potentially imposes joint
and several liability upon PRPs, as a practical matter, costs of these sites are typically shared with other PRPs. At
one of these sites, the United State Environmental Protection Agency has recently selected a preferred remedy with
an estimated cost of approximately $70 million. It is not certain at this point in time what proportion of this
estimated liability will be borne by the Company or by the other PRPs. Accordingly, the Company’s estimated
probable loss at those 13 sites is approximately $1 million, which has been entirely accrued for in the accompanying
consolidated balance sheets. The aggregate settlements and costs paid by the Company in Superfund matters to date
have not been significant.
V. Other Matters
The Company is involved in various other litigation and governmental proceedings, not described above, that
arise in the normal course of business. While it is not possible to determine the ultimate outcome or the duration of
any such litigation or governmental proceedings, the Company believes, based on current knowledge and the advice
of counsel, that such litigation and proceedings will not have a material impact on the Company’s financial position
or results of operations.
20. Stockholders’ Equity
Each share of the Company’s outstanding common stock is permitted one vote on proposals presented to
stockholders and is entitled to share equally in any dividends declared by the Company’s Board of Directors (the
“Board”).
In April 2011, the quarterly dividend was raised from $0.18 to $0.20 per common share for dividends declared
after such date, until further action by the Board. Dividends were $0.80 per share in 2012, $0.72 per share in 2011
and $0.48 per share in 2010. 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 and other factors.
Share Repurchases
Stock repurchases may be made from time-to-time in open market transactions, privately negotiated
transactions, through accelerated share repurchase (“ASR”) programs, or by any combination of such methods. The
timing of any repurchases and the actual number of shares repurchased will depend on a variety of factors, including
our stock price, corporate and regulatory requirements, restrictions under our debt obligations and other market and
economic conditions.
The Board authorized the repurchase of the Company’s common stock as follows: $1.0 billion in April 2010,
$1.0 billion in October 2010, $1.0 billion in April 2011 and $650 million in January 2012.
Total share repurchases transacted through ASR programs and open market transactions over the last three
years were as follows:
(In millions, except per share data)
Number of shares repurchased (1)
Average price paid per share
Total value of shares repurchased
(1) Excludes shares surrendered for tax withholding.
Years Ended March 31,
2012
2011
2010
$
$
20
83.47
1,850
$
$
29
69.62
2,032
$
$
8
41.47
299
99
McKESSON CORPORATION
FINANCIAL NOTES (Continued)
In 2012 and 2011, the majority of our share repurchases were transacted through a number of ASR programs
with third party financial institutions as follows: $1.0 billion in May 2010, $275 million in March 2011,
$650 million in May 2011 and $1.2 billion in March 2012. In 2010, all of our share repurchases were conducted
through open market transactions. All programs were funded with cash on hand.
In March 2012, we entered into an ASR program with a third party financial institution to repurchase $1.2
billion of the Company’s common stock. As of March 31, 2012, we had received 12 million shares representing the
minimum number of shares due under this program, and the average price paid per share of $87.19 was based on the
average daily volume-weighted average price of our common stock less a discount calculated as of March 31, 2012.
The total number of shares to be ultimately repurchased by us and the final settlement price per share will be
determined at the completion of this program based on the average daily volume-weighted average price of our
common stock during the program, less a discount. This program is anticipated to be completed no later than the
second quarter of 2013.
In April 2012, the Board authorized the repurchase of an additional $700 million of the Company’s common
stock, bringing the total authorization outstanding to $1.0 billion.
Accumulated Other Comprehensive Income
Information regarding our accumulated other comprehensive income is as follows:
(In millions)
Unrealized net loss and other components of benefit plans, net of tax
Translation adjustments
Unrealized losses on derivative instruments, net of tax
Total
March 31,
2012
(178)
188
(5)
5
$
$
2011
(157)
244
—
87
$
$
21. Related Party Balances and Transactions
Notes receivable outstanding from certain of our current and former officers totaled $15 million at
March 31, 2012 and 2011. These notes related to purchases of common stock under our various employee stock
purchase plans. The notes bear interest at rates ranging from 4.7% to 7.1% and were due at various dates through
February 2004. Interest income on these notes is recognized only to the extent that cash is received. These notes,
which are included in other capital in the consolidated balance sheets, were issued for amounts equal to the market
value of the stock on the date of the purchase and are at full recourse to the borrower. At March 31, 2012, the value
of the underlying stock collateral was $15 million. The collectability of these notes is evaluated on an ongoing
basis. At March 31, 2012 and 2011, we provided a reserve of nil and approximately $1 million for the outstanding
notes.
We incurred $10 million in 2012 and $11 million in 2011 and 2010 of annual rental expense paid to an equity-
held investment.
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McKESSON CORPORATION
FINANCIAL NOTES (Continued)
22. Segments of Business
We report our operations in two operating segments: McKesson Distribution Solutions and McKesson
Technology Solutions. The factors for determining the reportable segments included the manner in which
management evaluates the performance of the Company combined with the nature of the individual business
activities. We evaluate the performance of our operating segments on a number of measures, including operating
profit before interest expense, income taxes and results from discontinued operations.
The Distribution Solutions segment distributes ethical and proprietary drugs, medical-surgical supplies and
equipment and health and beauty care products throughout North America. This segment also provides specialty
pharmaceutical solutions for biotech and pharmaceutical manufacturers, sells financial, operational and clinical
solutions for pharmacies (retail, hospital, alternate site) and provides consulting, outsourcing and other services.
This segment includes a 49% interest in Nadro, S.A. de C.V. (“Nadro”), one of the leading pharmaceutical
distributors in Mexico.
The Technology Solutions segment delivers enterprise-wide clinical, patient care, financial, supply chain,
strategic management software solutions, pharmacy automation for hospitals, as well as connectivity, outsourcing
and other services, including remote hosting and managed services, to healthcare organizations. This segment also
includes our Payer group of businesses, which includes our InterQual® clinical criteria solution, medical
management tools, claims payment solutions, network performance tools and care management programs. The
segment’s customers include hospitals, physicians, homecare providers, retail pharmacies and payers from North
America, the United Kingdom, Ireland, other European countries and Israel.
Revenues for our Technology Solutions segment are classified in one of three categories: services, software and
software systems and hardware. Services revenues primarily include fees associated with installing our software
and software systems, as well as revenues associated with software maintenance and support, remote processing,
disease and medical management, and other outsourcing and professional services. Software and software systems
revenues primarily include revenues from licensing our software and software systems, including the segment’s
clinical auditing and compliance and InterQual® businesses.
Corporate includes expenses associated with Corporate functions and projects and the results of certain equity-
held investments. Corporate expenses are allocated to the operating segments to the extent that these items can be
directly attributable to the segment.
Effective April 1, 2011, we centralized certain information technology functions from our operating segments to
Corporate. Corporate now manages, provides and charges these services to our operating segments. As a result of
this centralization, certain assets were transferred from our Distribution Solutions segment to Corporate effective
April 1, 2011. Segment depreciation and amortization, expenditures for long-lived assets and assets have been
recast for 2011 and 2010 to reflect the change in the composition of our operating segments. There was no material
change in segment revenue or operating profit as a result of this change.
101
McKESSON CORPORATION
FINANCIAL NOTES (Continued)
Financial information relating to our reportable operating segments and reconciliations to the consolidated totals
is as follows:
(In millions)
Revenues
Distribution Solutions (1)
Direct distribution & services
Sales to customers’ warehouses
Total U.S. pharmaceutical distribution & services
Canada pharmaceutical distribution & services
Medical-Surgical distribution & services
Total Distribution Solutions
Technology Solutions
Services
Software & software systems
Hardware
Total Technology Solutions
Total
Operating profit
Distribution Solutions (2)
Technology Solutions (3)
Total
Corporate
Litigation credit, net
Interest expense
Income from continuing operations before income taxes
Depreciation and amortization(4) (5)
Distribution Solutions
Technology Solutions
Corporate
Total
Expenditures for long-lived assets (5) (6)
Distribution Solutions
Technology Solutions
Corporate
Total
Segment assets, at year end (5)
Distribution Solutions
Technology Solutions
Total
Corporate
Cash and cash equivalents
Other
Total
$
$
$
$
$
$
$
$
$
$
2012
Years Ended March 31,
2011
2010
85,523
20,453
105,976
10,303
3,145
119,424
2,594
596
120
3,310
122,734
2,219
364
2,583
(413)
—
(251)
1,919
225
209
117
551
175
22
28
225
25,374
3,575
28,949
3,149
995
33,093
$
$
$
$
$
$
$
$
$
$
77,554
18,631
96,185
9,784
2,920
108,889
2,483
590
122
3,195
112,084
1,897
301
2,198
(341)
—
(222)
1,635
167
209
120
496
158
26
49
233
22,732
3,504
26,236
3,612
1,038
30,886
$
$
$
$
$
$
$
$
$
$
72,210
21,435
93,645
9,072
2,861
105,578
2,439
571
114
3,124
108,702
1,988
385
2,373
(342)
20
(187)
1,864
154
212
111
477
90
31
78
199
19,599
3,635
23,234
3,731
1,224
28,189
(1) Revenues derived from services represent less than 2% of this segment’s total revenues for 2012, 2011 and 2010.
(2) Operating profit for 2012 and 2011 includes AWP litigation charges of $149 million and $213 million, which were recorded
in operating expenses. Operating profit for 2011 includes the receipt of $51 million representing our share of a settlement of
an antitrust class action lawsuit brought against a drug manufacturer, which was recorded as a reduction to cost of sales.
(3) Operating profit for 2012 includes product alignment charges of $51 million. Operating profit for 2011 includes a $72
million asset impairment charge for capitalized software held for sale, which was recorded in cost of sales.
(4) Amounts primarily include amortization of acquired intangible assets purchased in connection with acquisitions, capitalized
software held for sale and capitalized software for internal use.
(5) Amounts have been recast for 2011 and 2010 to reflect the transfer of assets from our Distribution Solutions segment to
Corporate effective April 1, 2011.
(6) Long-lived assets consist of property, plant and equipment.
102
McKESSON CORPORATION
FINANCIAL NOTES (Continued)
Revenues and property, plant and equipment by geographic areas were as follows:
(In millions)
Revenues
United States
International
Total
Property, plant and equipment, net, at year end
United States
International
Total
2012
112,230
10,504
122,734
952
91
1,043
Years Ended March 31,
2011
$
$
$
$
102,089
9,995
112,084
901
90
991
$
$
$
$
2010
99,387
9,315
108,702
764
87
851
$
$
$
$
International operations primarily consist of our operations in Canada, the United Kingdom, Ireland, other
European countries, Asia Pacific and Israel. We also have an equity-held investment (Nadro) in Mexico. Net
revenues were attributed to geographic areas based on the customers’ shipment locations.
23. Quarterly Financial Information (Unaudited)
(In millions, except per share amounts)
Fiscal 2012
Revenues
Gross profit
Net income (1)(2)
Earnings per common share (1)(2)(6)
Diluted
Basic
Fiscal 2011
Revenues
Gross profit
Net income (1)(3)(4)(5)
Earnings per common share (1)(3)(4)(5)(6)
Diluted
Continuing operations
Discontinued operation (5)
Total
Earnings per common share (1)(3)(4)(5)(6)
Basic
Continuing operations
Discontinued operation (5)
Total
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
$ 29,980
1,509
286
$
1.13
1.15
$ 27,450
1,392
298
$
$
$
30,216
1,647
296
1.18
1.20
27,534
1,366
327
$
$
$
$
1.10
$
—
1.10
$
1.12
—
1.12
$
$
0.97
0.28
1.25
0.99
0.28
1.27
$
$
$
$
$
$
$
30,839
1,566
300
1.20
1.22
28,247
1,461
155
0.60
—
0.60
0.61
—
0.61
$
$
$
$
$
$
$
31,699
1,845
521
2.09
2.14
28,853
1,751
422
1.62
—
1.62
1.65
—
1.65
(1)
(2)
(3)
(4)
(5)
Financial results for the second, third and fourth quarters of 2012 include AWP litigation charges of $118 million pre-tax
($77 million after-tax), $27 million pre-tax ($15 million after-tax) and $4 million pre-tax (benefit of $32 million after-tax),
which were recorded in operating expenses. Financial results for the second and third quarters of 2011 include AWP
litigation charges of $24 million pre-tax ($16 million after-tax) and $189 million pre-tax ($133 million after-tax), which
were recorded in operating expenses.
Financial results for the third and fourth quarters of 2012 include product alignment charges of $42 million and $9 million.
Financial results for the first quarter of 2011 include the receipt of $51 million representing our share of a settlement of an
antitrust class action lawsuit brought against a drug manufacturer, which was recorded as a reduction to cost of sales.
Financial results for the second quarter of 2011 include a $72 million asset impairment charge for capitalized software held
for sale, which was recorded to cost of sales.
Financial results for the second quarter of 2011 include a $95 million pre-tax ($72 million after-tax) gain from the sale of
MAP.
(6) Certain computations may reflect rounding adjustments.
103
McKESSON CORPORATION
FINANCIAL NOTES (Concluded)
24. Subsequent Event
In April 2012, we purchased the remaining 50% interest in our corporate headquarters building located in San
Francisco, California, for total cash of $90 million. The cash paid was funded from cash on hand. We previously
held a 50% ownership interest and are the primary tenant in this building. As a result, this transaction will be
accounted for as a step acquisition, which requires that we re-measure our previously held 50% interest to fair value
and record the difference between the fair value and carrying value as a gain in the consolidated statements of
operations.
The total fair value of the net assets acquired was $180 million, which was preliminarily allocated as follows:
buildings and improvements of $113 million and land of $58 million with the remainder allocated to settlement of
our pre-existing lease and lease intangible assets. The fair value of the buildings and improvements was determined
based on current market replacement costs less depreciation and unamortized tenant improvement costs, as well as,
other relevant market information, and has a weighted average useful life of 30 years. The fair value of the land was
determined using comparable sales of land within the surrounding market.
The re-measurement to fair value is anticipated to result in a pre-tax gain of approximately $75 million
($46 million after-tax). The pre-tax gain will be recorded within Corporate in the consolidated statements of
operations during the quarter ending June 30, 2012.
104
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
McKESSON CORPORATION
None.
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
Our Chief Executive Officer and our Chief Financial Officer, with the participation of other members of the
Company’s management, have evaluated the effectiveness of the Company’s “disclosure controls and procedures”
(as such term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this
report, and have concluded that our disclosure controls and procedures are effective based on their evaluation of
these controls and procedures as required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15.
Internal Control over Financial Reporting
Management’s report on the Company’s internal control over financial reporting (as such term is defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) and the related report of our independent registered public accounting
firm are included in this Annual Report on Form 10-K, under the headings, “Management’s Annual Report on
Internal Control Over Financial Reporting” and “Report of Independent Registered Public Accounting Firm” and are
incorporated herein by reference.
Changes in Internal Controls
There were no changes in our internal control over financial reporting identified in connection with the
evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our fourth
quarter of 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting.
Item 9B. Other Information.
None.
105
McKESSON CORPORATION
PART III
Item 10.
Directors, Executive Officers and Corporate Governance.
Information about our Directors is incorporated by reference from the discussion under Item 1 of our Proxy
Statement for the 2012 Annual Meeting of Stockholders (the “Proxy Statement”) under the heading “Election of
Directors.” Information about compliance with Section 16(a) of the Exchange Act is incorporated by reference from
the discussion under the heading “Section 16(a) Beneficial Ownership Reporting Compliance” in our Proxy
Statement. Information about our Audit Committee, including the members of the committee and our Audit
Committee Financial Expert, is incorporated by reference from the discussion under the headings “Audit Committee
Report” and “Audit Committee Financial Expert” in our Proxy Statement.
Information about the Code of Ethics governing our Chief Executive Officer, Chief Financial Officer,
Controller and Financial Managers can be found on our website, www.mckesson.com, under the Investors –
Corporate Governance tab. The Company’s Corporate Governance Guidelines and Charters for the Audit and
Compensation Committees and the Committee on Directors and Corporate Governance can also be found on our
website under the Investors – Corporate Governance tab.
The Company intends to disclose required information regarding any amendment to or waiver under the Code
of Ethics referred to above by posting such information on our website within four business days after any such
amendment or waiver.
Item 11.
Executive Compensation.
Information with respect to this item is incorporated by reference from the discussion under the heading
“Executive Compensation” in our Proxy Statement.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
Information about security ownership of certain beneficial owners and management is incorporated by reference
from the discussion under the heading “Principal Stockholders” in our Proxy Statement.
106
McKESSON CORPORATION
The following table sets forth information as of March 31, 2012 with respect to the plans under which the
Company’s common stock is authorized for issuance:
Plan Category
(In millions, except per share amounts)
Equity compensation plans approved by
security holders
Equity compensation plans not approved by
security holders
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
Weighted-average
exercise price of
outstanding options,
warrants and rights (1)
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
the first column)
13.2(2)
$
0.6(4)
$
59.24
32.70
10.9(3)
—
(1) The weighted-average exercise price set forth in this column is calculated excluding outstanding restricted stock unit
(“RSU”) awards, since recipients are not required to pay an exercise price to receive the shares subject to these awards.
(2) Represents options and RSUs awarded under the following plans: (i) 1994 Stock Option and Restricted Stock Plan; (ii) 1997
Non-Employee Directors’ Equity Compensation and Deferral Plan; and (iii) the 2005 Stock Plan.
(3) Represents 1,599,560 shares available for purchase under the 2000 Employee Stock Purchase Plan and 9,278,617 shares
available for grant under the 2005 Stock Plan.
(4) Represents options and RSUs awarded under the following plans: (i) 1999 Stock Option and Restricted Stock Plan; and (ii)
the 1998 Canadian Stock Incentive Plan. No further awards will be made under either of these plans.
The following are descriptions of equity plans that have been approved by the Company’s stockholders. The
plans are administered by the Compensation Committee of the Board of Directors, except for the portion of the 2005
Stock Plan related to Non-Employee Directors, which is administered by the Board of Directors or its Committee on
Directors and Corporate Governance.
2005 Stock Plan: The 2005 Stock Plan was adopted by the Board of Directors on May 25, 2005 and approved
by the Company’s stockholders on July 27, 2005. The 2005 Stock Plan permits the granting of up to 42.5 million
shares in the form of stock options, restricted stock (“RS”), RSUs, performance-based restricted stock units
(“PeRSUs”) and other share-based awards. For any one share of common stock issued in connection with a RS,
RSU, PeRSU or other share-based award, two shares shall be deducted from the shares available for future grants.
Shares of common stock not issued or delivered as a result of the net exercise of a stock option, shares used to pay
the withholding taxes related to a stock award or shares repurchased on the open market with proceeds from the
exercise of options shall not be returned to the reserve of shares available for issuance under the 2005 Stock Plan.
Stock options are granted at no less than fair market value and those options granted under the 2005 Stock Plan
generally have a contractual term of seven years. Prior to 2005, stock options typically had a contractual term of ten
years. Options generally become exercisable in four equal annual installments beginning one year after the grant
date or after four years from the date of grant. The vesting of RS or RSUs is determined by the Compensation
Committee at the time of grant. RS and RSUs generally vest over four years. Vesting of PeRSUs ranges from one
to three-year periods following the end of the performance period and may follow the graded or cliff method of
vesting.
Non-employee directors may be granted an award on the date of each annual meeting of the stockholders for up
to 5,000 RSUs, as determined by the Board. Such non-employee director award is fully vested on the date of the
grant.
1997 Non-Employee Directors’ Equity Compensation and Deferral Plan. The 1997 Non-Employee Directors’
Equity Compensation and Deferral Plan was approved by the Company’s stockholders on July 30, 1997; however,
stockholder approval of the 2005 Stock Plan on July 27, 2005 had the effect of terminating the 1997 Non-Employee
Directors’ Equity Compensation and Deferral Plan such that no new awards would be granted under the 1997 Non-
Employee Directors’ Equity Compensation and Deferral Plan.
107
McKESSON CORPORATION
1994 Stock Option and Restricted Stock Plan. The 1994 Stock Option and Restricted Stock Plan expired by its
terms on October 18, 2004, ten years after approval by the Board of Directors on October 19, 1994.
2000 Employee Stock Purchase Plan (the “ESPP”): The ESPP is intended to qualify as an “employee stock
purchase plan” within the meaning of Section 423 of the Internal Revenue Code. In March 2002, the Board
amended the ESPP to allow for participation in the plan by employees of certain of the Company’s international and
certain other subsidiaries. As to those employees, the ESPP does not qualify under Section 423 of the Internal
Revenue Code. Currently, 16 million shares have been approved by stockholders for issuance under the ESPP.
The ESPP is implemented through a continuous series of three-month purchase periods (“Purchase Periods”)
during which contributions can be made toward the purchase of common stock under the plan.
Each eligible employee may elect to authorize regular payroll deductions during the next succeeding Purchase
Period, the amount of which may not exceed 15% of a participant’s compensation. At the end of each Purchase
Period, the funds withheld by each participant will be used to purchase shares of the Company’s common stock.
The purchase price of each share of the Company’s common stock is based on 85% of the fair market value of each
share on the last day of the applicable Purchase Period. In general, the maximum number of shares of common
stock that may be purchased by a participant for each calendar year is determined by dividing $25,000 by the fair
market value of one share of common stock on the offering date.
The following are descriptions of equity plans that have not been submitted for approval by the Company’s
stockholders:
On July 27, 2005, the Company’s stockholders approved the 2005 Stock Plan which had the effect of
terminating the 1999 Stock Option and Restricted Stock Plan, the 1998 Canadian Stock Incentive Plan and certain
1999 one-time stock option plan awards, which plans had not been submitted for approval by the Company’s
stockholders, and, as noted above, the 1997 Non-Employee Directors’ Equity Compensation and Deferral Plan,
which had previously been approved by the Company’s stockholders. Prior grants under these plans include stock
options, RS and RSUs. Stock options under the terminated plans generally have a ten-year life and vest over four
years. RS contains certain restrictions on transferability and may not be transferred until such restrictions lapse.
Each of these plans has outstanding equity grants, which are subject to the terms and conditions of their respective
plans, but no new grants will be made under these terminated plans.
Item 13.
Certain Relationships and Related Transactions and Director Independence.
Information with respect to certain transactions with management is incorporated by reference from the Proxy
Statement under the heading “Certain Relationships and Related Transactions.” Additional information regarding
certain related party balances and transactions is included in the Financial Review section of this Annual Report on
Form 10-K and Financial Note 21, “Related Party Balances and Transactions,” to the consolidated financial
statements appearing in this Annual Report on Form 10-K.
Item 14.
Principal Accounting Fees and Services.
Information regarding principal accounting fees and services is set forth under the heading “Ratification of
Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for
Fiscal 2013” in our Proxy Statement and all such information is incorporated herein by reference.
108
McKESSON CORPORATION
PART IV
Item 15.
Exhibits and Financial Statement Schedule.
(a)(1) Consolidated Financial Statements.................................................................................................
Report of Deloitte & Touche, LLP, Independent Registered Public Accounting Firm
Consolidated Statements of Operations for the years ended March 31, 2012, 2011 and 2010
Consolidated Balance Sheets as of March 31, 2012 and 2011
Consolidated Statements of Stockholders’ Equity for the years ended March 31, 2012, 2011 and 2010
Consolidated Statements of Cash Flows for the years ended March 31, 2012, 2011 and 2010
Financial Notes
(a)(2) Financial Statement Schedule
Page
53
54
55
56
57
58
Schedule II—Valuation and Qualifying Accounts ..................................................................................... 111
All other schedules not included have been omitted because of the absence of conditions under which
they are required or because the required information, where material, is shown in the financial
statements, financial notes or supplementary financial information.
(a)(3) Exhibits submitted with this Annual Report on Form 10-K as filed with the SEC and those
incorporated by reference to other filings are listed on the Exhibit Index .................................................. 112
109
McKESSON CORPORATION
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: May 2, 2012
MCKESSON CORPORATION
/s/ Jeffrey C. Campbell
Jeffrey C. Campbell
Executive Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below
by the following persons on behalf of the Registrant and in the capacities and on the date indicated:
*
John H. Hammergren
Chairman of the Board, President and Chief Executive Officer
(Principal Executive Officer)
*
Jeffrey C. Campbell
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
Nigel A. Rees
Vice President and Controller
(Principal Accounting Officer)
Andy D. Bryant, Director
Wayne A. Budd, Director
Alton F. Irby III, Director
*
*
*
*
M. Christine Jacobs, Director
Marie L. Knowles, Director
*
*
*
David M. Lawrence, M.D., Director
Edward A. Mueller, Director
*
*
Jane E. Shaw, Director
/s/ Laureen E. Seeger
Laureen E. Seeger
*Attorney-in-Fact
Dated: May 2, 2012
110
McKESSON CORPORATION
SCHEDULE II
SUPPLEMENTARY CONSOLIDATED FINANCIAL STATEMENT SCHEDULE
VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended March 31, 2012, 2011 and 2010
(In millions)
Description
Balance at
Beginning of
Year
Charged to
Costs and
Expenses
Charged to
Other
Accounts (3)
Deductions
From
Allowance
Accounts (1)
Balance at
End of
Year (2)
Additions
Year Ended March 31, 2012
Allowances for doubtful
accounts .................................. $
Other allowances ........................
$
Year Ended March 31, 2011
Allowances for doubtful
accounts .................................. $
Other allowances ........................
$
Year Ended March 31, 2010
Allowances for doubtful
accounts .................................. $
Other allowances ........................
$
124
16
140
131
24
155
$
$
$
152
12
164
$
$
30
5
35
18
—
18
17
6
23
$
$
$
$
$
—
—
—
$
$
(43)
(7)
(50)
5
(2)
3
$
$
(30)
(6)
(36)
$
$
7
10
17
$
$
(45)
(4)
(49)
$
$
111
14
125
124
16
140
131
24
155
(1) Deductions:
Written off .......................................................................... $
Credited to other accounts...................................................
Total .................................................................................... $
2012
2011
2010
(44)
(6)
(50)
$
$
(36)
—
(36)
$
$
(49)
—
(49)
(2) Amounts shown as deductions from current and non-
current receivables .......................................................... $
125
$
140
$
155
(3) Primarily represents reclassifications from other balance sheet accounts.
111
McKESSON CORPORATION
EXHIBIT INDEX
The agreements included as exhibits to this report are included to provide information regarding their terms and
not intended to provide any other factual or disclosure information about the Company or the other parties to the
agreements. The agreements may contain representations and warranties by each of the parties to the applicable
agreement that were made solely for the benefit of the other parties to the applicable agreement, and;
(cid:120)
should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk
to one of the parties if those statements prove to be inaccurate;
(cid:120) may apply standards of materiality in a way that is different from what may be viewed as material to you or
other investors; and
(cid:120) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the
agreement and are subject to more recent developments.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they
were made or at any other time.
Exhibits identified under “Incorporated by Reference” in the table below are on file with the Commission and
are incorporated by reference as exhibits hereto.
Exhibit
Number
Description
3.1 Amended and Restated Certificate of Incorporation
of the Company, as filed with the Delaware Secretary
of State on July 27, 2011.
Incorporated by Reference
File
Form
10-Q
Number Exhibit
1-13252
3.1
Filing Date
August 2, 2011
3.2 Amended and Restated By-Laws of the Company, as
8-K
1-13252
3.2
August 2, 2011
4.1
4.2
4.3
4.4
amended July 27, 2011.
Indenture, dated as of March 11, 1997, by and
between the Company, as Issuer, and The First
National Bank of Chicago, as Trustee.
Indenture, dated as of January 29, 2002, between the
Company, as Issuer, and The Bank of New York, as
Trustee.
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.
First Supplemental Indenture, dated as of
February 28, 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.
10-K
1-13252
4.4
June 19, 1997
10-K
1-13252
4.6
June 12, 2002
8-K
1-13252
4.1
March 5, 2007
8-K
1-13252
4.2
February 28, 2011
10.1* McKesson Corporation 1994 Stock Option and
10-K
1-13252
10.4
June 12, 2002
Restricted Stock Plan as amended through July 31,
2001.
10.2* McKesson Corporation 1999 Stock Option and
10-K
1-13252
10.2
May 7, 2008
Restricted Stock Plan, as amended through May 26,
2004.
10.3* McKesson Corporation 1997 Non-Employee
10-K
1-13252
10.4
June 10, 2004
Directors’ Equity Compensation and Deferral Plan,
as amended through January 29, 2003.
112
McKESSON CORPORATION
Exhibit
Number
Description
10.4* McKesson Corporation Supplemental Profit Sharing
Investment Plan, as amended and restated on January
29, 2003.
Incorporated by Reference
File
Form
10-K
Number Exhibit
1-13252
10.6
Filing Date
June 6, 2003
10.5* McKesson Corporation Supplemental Profit Sharing
10-Q
1-13252
10.1
October 29, 2008
Investment Plan II, as amended and restated on
October 24, 2008.
10.6* McKesson Corporation Deferred Compensation
10-K
1-13252
10.6
May 13, 2005
Administration Plan, as amended and restated as of
October 28, 2004.
10.7* McKesson Corporation Deferred Compensation
10-K
1-13252
10.7
May 7, 2008
Administration Plan II, as amended and restated as of
October 28, 2004, and Amendment No. 1 thereto
effective July 25, 2007.
10.8* McKesson Corporation Deferred Compensation
Administration Plan III, as amended and restated
October 24, 2008.
10-Q
1-13252
10.2
October 29, 2008
10.9* McKesson Corporation Option Gain Deferral Plan, as
amended and restated as of October 28, 2004.
10-K
1-13252
10.8
May 13, 2005
10.10* McKesson Corporation Executive Benefit Retirement
10-Q
1-13252
10.3
October 29, 2008
Plan, as amended and restated on October 24, 2008.
10.11* McKesson Corporation Executive Survivor Benefits
8-K
1-13252
10.1
January 25, 2010
Plan, as amended and restated as of January 20, 2010.
10.12* McKesson Corporation Severance Policy for
10-K
1-13252
10.12
May 5, 2009
Executive Employees, as amended and restated
December 29, 2008.
10.13* McKesson Corporation Change in Control Policy for
10-Q
1-13252
10.2
February 1, 2011
Selected Executive Employees, as amended and
restated on October 26, 2010.
10.14* McKesson Corporation 2005 Management Incentive
10-Q
1-13252
10.3
July 30, 2010
Plan, as amended and restated on April 21, 2010,
effective July 28, 2010.
10.15* Form of Statement of Terms and Conditions
10-K
1-13252
10.15
May 4, 2010
Applicable to Awards Pursuant to the McKesson
Corporation 2005 Management Incentive Plan,
effective April 20, 2010.
10.16* McKesson Corporation Long-Term Incentive Plan, as
amended and restated effective May 26, 2010.
10-Q
1-13252
10.1
July 30, 2010
10.17* Form of Statement and Terms and Conditions
10-Q
1-13252
10.2
July 30, 2010
Applicable to Awards Pursuant to the McKesson
Corporation Long-Term Incentive Plan, made on or
after May 26, 2009.
10.18* McKesson Corporation 2005 Stock Plan, as amended
10-Q
1-13252
10.4
July 30, 2010
and restated on July 28, 2010.
113
McKESSON CORPORATION
Exhibit
Number
10.19* Forms of (i) Statement of Standard Terms and
Description
Conditions applicable to Options, Restricted Stock,
Restricted Stock Units and Performance Shares, (ii)
Stock Option Grant Notice and (iii) Restricted Stock
Unit Agreement, under the McKesson Corporation
2005 Stock Plan, as amended and restated on October
26, 2010.
Incorporated by Reference
File
Form
10-Q
Number Exhibit
1-13252
10.1
Filing Date
February 1, 2011
10.20 Fourth Amended and Restated Receivables Purchase
10-Q
1-13252
10.1
July 28, 2011
Agreement, dated as of May 18, 2011, among the
Company, as Servicer, CGSF Funding Corporation,
as Seller, the several conduit purchasers from time to
time party to the Agreement, the several committed
purchasers from time to time party to the Agreement,
the several managing agents from time to time party
to the Agreement, and JPMorgan Chase Bank, N.A.,
as Collateral Agent.
10.21 Credit Agreement, dated as of September 23, 2011,
among the Company and McKesson Canada
Corporation, collectively, the Borrowers, Bank of
America, N.A. as Administrative Agent, Bank of
America, N.A. (acting through its Canada branch), as
Canadian Administrative Agent, JPMorgan Chase
Bank, N.A. and Wells Fargo Bank, National
Association, as Co-Syndication Agents, Wells Fargo
Bank, National Association as L/C Issuer, The Bank
of Tokyo-Mitsubishi UFJ, LTD., The Bank of Nova
Scotia and U.S. Bank National Association as
Co-Documentation Agents, and The Other Lenders
Party Thereto, and Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Sole Lead Arranger and Sole
Book Manager.
10-Q
1-13252
10.1
October 25, 2011
10.22 Senior Bridge Term Loan Agreement, dated as of
8-K
1-13252
10.1
November 23, 2010, among The Company, Bank of
America N.A., as Administrative Agent, and The
Other Lenders party thereto.
November 29,
2010
10.23* Amended and Restated Employment Agreement,
10-Q
1-13252
10.10 October 29, 2008
effective as of November 1, 2008, by and between
the Company and its Chairman, President and Chief
Executive Officer.
10.24* Letter dated March 27, 2012 relinquishing certain
8-K
1-13252
10.1
April 2, 2012
rights provided in the Amended and Restated
Employment Agreement by and between the
Company and its Chairman, President and Chief
Executive Officer.
10.25* Amended and Restated Employment Agreement,
10-Q
1-13252
10.12 October 29, 2008
effective as of November 1, 2008, by and between
the Company and its Executive Vice President and
Group President.
114
McKESSON CORPORATION
10.26* Form of Director and Officer Indemnification
10-K
1-13252
10.27
May 4, 2010
Agreement.
12† Computation of Ratio of Earnings to Fixed Charges.
21† List of Subsidiaries of the Registrant.
23† Consent of Independent Registered Public
Accounting Firm, Deloitte & Touche LLP.
24†
Power of Attorney.
31.1† Certification of Chief Executive Officer Pursuant to
Rule 13a-14(a) and Rule 15d-14(a) of the Securities
Exchange Act of 1934, as amended, and adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
31.2† Certification of Chief Financial Officer Pursuant to
Rule 13a-14(a) and Rule 15d-14(a) of the Securities
Exchange Act of 1934 as amended, and adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
—
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—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
32†† Certification Pursuant to 18 U.S.C. Section 1350, as
—
—
—
adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002.
101† The following materials from the McKesson
—
—
—
—
—
Corporation Annual Report on Form 10-K for the
fiscal year ended March 31, 2012, formatted in
Extensible Business Reporting Language (XBRL): (i)
the Consolidated Statements of Operations, (ii)
Consolidated Balance Sheets, (iii) Consolidated
Statements of Stockholders’ Equity, (iv)
Consolidated Statements of Cash Flows, and (v)
related notes.
* Management contract or compensation plan or arrangement in which directors and/or executive officers are
eligible to participate.
†
Filed herewith.
†† Furnished herewith.
Registrant agrees to furnish to the Commission upon request a copy of each instrument defining the rights of
security holders with respect to issues of long-term debt of the registrant, the authorized principal amount of which
does not exceed 10% of the total assets of the registrant.
115
Exhibit 31.1
CERTIFICATION PURSUANT TO
RULE 13a-14(a) AND RULE 15d-14(a) OF THE SECURITIES EXCHANGE ACT, AS ADOPTED
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, John H. Hammergren, certify that:
1.
I have reviewed this annual report on Form 10-K of McKesson Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant’s internal control over financial reporting.
Date: May 2, 2012
/s/ John H. Hammergren
John H. Hammergren
Chairman of the Board, President and Chief
Executive Officer
Exhibit 31.2
CERTIFICATION PURSUANT TO
RULE 13a-14(a) AND RULE 15d-14(a) OF THE SECURITIES EXCHANGE ACT, AS ADOPTED
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jeffrey C. Campbell, certify that:
1.
I have reviewed this annual report on Form 10-K of McKesson Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant’s internal control over financial reporting.
Date: May 2, 2012
/s/ Jeffrey C. Campbell
Jeffrey C. Campbell
Executive Vice President and Chief Financial Officer
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32
In connection with the annual report of McKesson Corporation (the “Company”) on Form 10-K for the year ended
March 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the
undersigned, in the capacities and on the dates indicated below, each hereby certify, pursuant to 18 U.S.C. § 1350,
as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of their knowledge:
1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of
1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.
/s/ John H. Hammergren
John H. Hammergren
Chairman of the Board, President and Chief Executive Officer
May 2, 2012
/s/ Jeffrey C. Campbell
Jeffrey C. Campbell
Executive Vice President and Chief Financial Officer
May 2, 2012
This certification accompanies the Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002, and shall not,
except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended.
A signed original of this written statement required by Section 906 has been provided to McKesson Corporation and
will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
RECONCILIATION OF GAAP EARNINGS PER SHARE TO ADJUSTED EARNINGS PER SHARE (NON-GAAP)
Appendix A
Diluted earnings per share from continuing
operations (GAAP)
Adjustments, net of tax:
Amortization of acquisition-related intangibles
Acquisition-related expenses
Litigation reserve adjustments
Adjusted earnings per share (Non-GAAP) 1
(1) May not add due to rounding.
2012
Years Ended March 31,
2010
2011
2009
2008
$
5.59
$
4.29
$
4.62
$
2.95
$
3.32
0.47
0.08
0.24
6.38
$
0.31
0.14
0.57
5.31
$
0.26
—
(0.04)
4.85
$
0.28
—
1.11
4.35
$
0.22
0.01
(0.01)
3.53
$
RECONCILIATION OF GAAP SEGMENT OPERATING PROFIT TO ADJUSTED OPERATING PROFIT (NON-GAAP)
(In millions)
Income from continuing operations before
interest expense and income taxes (GAAP)
Adjustments:
Amortization of acquisition-related intangibles
Acquisition-related expenses
Litigation reserve adjustments
Adjusted income from continuing operations before
interest expense and income taxes (Non-GAAP)
Income from continuing operations before
interest expense and income taxes (GAAP)
Adjustments:
i
i
A
Amortization of acquisition-related intangibles
i i i
f
Acquisition-related expenses
Litigation reserve adjustments
ibl
d i
l
Adjusted income from continuing operations before
interest expense and income taxes (Non-GAAP)
Distribution
Solutions
Year Ended March 31, 2012
Technology
Solutions
Corporate
Total
$
2,219
$
364
$
(413)
$
2,170
121
24
149
70
6
—
—
1
—
191
31
149
$
2,513
$
440
$
(412)
$
2,541
Distribution
Solutions
Year Ended March 31, 2011
Technology
Solutions
Corporate
Total
$
1,897
$
301
$
(341)
$
1,857
70
70
41
213
62
62
—
—
—
(14)
—
132
132
27
213
$
2,221
$
363
$
(355)
$
2,229
Year-over-Year Change - GAAP
Year over Year Change - Non-GAAP
17%
13%
21%
21%
21%
16%
17%
14%
Adjusted Earnings (Non-GAAP) Financial Information
Adjusted Earnings represents income from continuing operations, excluding the effects of the following items from the Company’s U.S. generally accepted accounting
principles (“GAAP”) financial results, including the related income tax effects:
Amortization of acquisition-related intangibles - Amortization expense of acquired intangible assets purchased in connection with acquisitions by the Company.
Acquisition-related expenses - Transaction and integration expenses that are directly related to acquisitions by the Company. Examples include transaction closing
costs, professional service fees, restructuring or severance charges, retention payments, employee relocation expenses, facility or other exit-related expenses,
recoveries of acquisition-related expenses or post-closing expenses, or bridge loan fees.
Litigation reserve adjustments - Adjustments to the Company’s reserves, including accrued interest, for estimated probable losses for its Average Wholesale Price
and Securities Litigation matters, as such terms were defined in the Company’s Annual Reports on Form 10-K for the fiscal years ended March 31, 2012 and 2009.
Income taxes on Adjusted Earnings are calculated in accordance with Accounting Standards Codification 740, “Income Taxes,” which is the same accounting
principles used by the Company when presenting its GAAP financial results.
The Company believes the presentation of non-GAAP measures such as Adjusted Earnings provides useful supplemental information to investors with regard to its
core operating performance, as well as assists with the comparison of its past financial performance to the Company’s future financial results. Moreover, the Company
believes that the presentation of Adjusted Earnings assists investors’ ability to compare its financial results to those of other companies in the same industry. However,
the Company's Adjusted Earnings measure may be defined and calculated differently by other companies in the same industry.
The Company internally uses non-GAAP financial measures such as Adjusted Earnings in connection with its own financial planning and reporting processes.
Specifically, Adjusted Earnings serves as one of the measures management utilizes when allocating resources, deploying capital and assessing business performance
and employee incentive compensation. Nonetheless, non-GAAP financial results and related measures disclosed by the Company should not be considered a substitute
for, nor superior to, financial results and measures as determined or calculated in accordance with GAAP.
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Directors and Offi cers
Corporate Information
Board of Directors
Corporate Officers
Common Stock
John H. Hammergren
John H. Hammergren
Chairman of the Board,
Chairman of the Board,
President and
President and
McKesson Corporation common stock is listed on the New York
Stock Exchange (ticker symbol MCK) and is quoted in the daily stock
tables carried by most newspapers.
Chief Executive Officer,
Chief Executive Officer
Stockholder Information
McKesson Corporation
Patrick J. Blake
Andy D. Bryant
Executive Vice President and
Chairman of the Board,
Group President
Wells Fargo Shareowner Services, 1110 Centre Point Curve, Suite
101, Mendota Heights, MN 55120-4100, acts as transfer agent, registrar,
dividend-paying agent and dividend reinvestment plan agent
for McKesson Corporation stock and maintains all registered
Intel Corporation
Wayne A. Budd
Senior Counsel,
Goodwin Procter LLP
Alton F. Irby III
Chairman and
Founding Partner,
London Bay Capital
M. Christine Jacobs
Chairman of the Board,
President and
Chief Executive Officer,
Theragenics Corporation
Marie L. Knowles
Executive Vice President and
Chief Financial Officer, Retired,
Atlantic Richfield Company
David M. Lawrence, M.D.
Chairman of the Board and
Chief Executive Officer, Retired,
Kaiser Foundation Health Plan,
Jeffrey C. Campbell
stockholder records for the Company. For information about
Executive Vice President and
McKesson Corporation stock or to request replacement of lost dividend
Chief Financial Officer
checks, stock certificates or 1099-DIVs, or to have your dividend
Jorge L. Figueredo
Executive Vice President,
Human Resources
check deposited directly into your checking or savings account,
stockholders may call Wells Fargo Shareowner Services’ telephone
response center at (866) 614-9635. For the hearing impaired call
(651) 450-4144. Wells Fargo Shareowner Services also has a website—
Paul C. Julian
www.wellsfargo.com/shareownerservices—that stockholders may
Executive Vice President and
use 24 hours a day to request account information.
Group President
Dividends and Dividend Reinvestment Plan
Laureen E. Seeger
Dividends are generally paid on the first business day of January,
Executive Vice President,
April, July and October. McKesson Corporation’s Dividend
General Counsel and
Reinvestment Plan offers stockholders the opportunity to reinvest
Chief Compliance Officer
dividends in common stock and to purchase additional shares of
Randall N. Spratt
Executive Vice President,
Chief Technology Officer and
Chief Information Officer
common stock. Stock in an individual’s Dividend Reinvestment
Plan is held in book entry at the Company’s transfer agent, Wells
Fargo Shareowner Services. For more information, or to request
an enrollment form, call Wells Fargo Shareowner Services’ telephone
response center at (866) 614-9635. From outside the United States,
Nicholas A. Loiacono
call +1-651-450-4064.
Vice President and Treasurer
Annual Meeting
Nigel A. Rees
McKesson Corporation’s Annual Meeting of Stockholders will
Inc. and Kaiser Foundation
Vice President and Controller
be held at 8:30 a.m. PDT on Wednesday, July 25, 2012, at the Crowne
Willie C. Bogan
Secretary
Plaza Hotel, 1221 Chess Drive, Foster City, CA 94404.
Hospitals
Edward A. Mueller
Chairman of the Board and
Chief Executive Officer, Retired,
Qwest Communications
International Inc.
Jane E. Shaw, Ph.D.
Chairman of the Board, Retired,
Intel Corporation;
Chairman of the Board and
Chief Executive Officer, Retired,
Aerogen, Inc.
McKesson Corporation
One Post Street
San Francisco, CA 94104
www.mckesson.com
© 2012 McKesson Corporation. All rights reserved.