10-K 0000927653-26-000069 (2026-05-08) vs 10-K 0000927653-25-000036 (2025-05-09)
| Section | Compared text | Words now | Changed |
| Risk Factors | Item 1A | 9,062 |
15.2% |
| MD&A | Item 7 | 13,239 |
25.8% |
| Legal Proceedings | Item 3, via Note 17 – Commitments and Contingent Liabilities | 2,829 |
28.7% |
| Accounting Policies | Item 8, Note 1 – Significant Accounting Policies | 6,363 |
9.7% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Risk Factors 216 words changed in this paragraph; it is 52% similar to last year's version.
We are subject to extensive, complex, challenging, and frequently changing healthcare, environmental, and other laws. As described in “Government Regulation” in Item 1 of Part I above, our industry is highly regulated, regulated and further subject to a regulatory framework that is continually evolving. Legislative, regulatory, or industry measures related to the distribution of pharmaceuticals and controlled substances could affect our business in ways that we may not be able to predict. Further regulation of our distribution businesses, technology operations, technology, products, and services or services, or other aspects of our business, 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, place restrictions on or otherwise negatively impact require modifications to our business and practices or arrangements, limit our strategic options, or expose the Company us to litigation and regulatory investigations. investigations, reviews, or other proceedings. We incur cleanup costs under environmental laws and may incur additional costs under environmental laws. Additionally, we are subject to various routine and ad hoc inspections and requests for information by governmental agencies to determine compliance with various statutes and regulations. We also incur remediation costs, and may incur additional costs, under environmental laws. Any noncompliance by us with applicable laws, or the any failure to maintain, renew, or obtain necessary permits and licenses, could result in enforcement actions, fines, penalties, or other sanctions. In addition, certain states have enacted, and others continue to consider, legislation that would impose taxes, assessments, or similar charges on the distribution of controlled substances, including prescription opioids. Any such taxes, assessments, or other related compliance obligations could increase our costs, require changes to our distribution practices, or lead to enforcement actions or litigation adverse publicity. The scope, application, and financial impact of these measures vary by jurisdiction and may be difficult to predict. Any of the foregoing risks might have a materially adverse impact on our reputation, our business operations and our financial position or results of operations.
Source: Item 1A, 10-K 0000927653-26-000069 vs Item 1A, 10-K 0000927653-25-000036
MD&A 199 words changed in this paragraph; it is 30% similar to last year's version.
For Corporate expenses, net increased for the year ended March 31, 2025, we recognized a net discrete tax benefit 2026 compared to the prior year primarily driven by higher restructuring charges in fiscal 2026, prior year gains of $258 $101 million related to the sales our investments in equity securities of certain intellectual property between McKesson wholly-owned legal entities based U.S. growth stage companies in foreign tax jurisdictions. For the year ended March 31, 2024, we recognized healthcare industry, a net discrete tax benefits charge of $157 $52 million related to the release of a valuation allowance based on management’s reassessment our planned separation of the amount of our deferred tax assets that are more likely than not to be realized Medical‑Surgical Solutions segment, and $104 million charges related to the repatriation and sale of certain intellectual property between McKesson wholly-owned legal entities that are based our Norway disposal group as discussed in different tax jurisdictions. Refer to Financial Note 6, “Income Taxes,” 2, “Business Acquisitions and Divestitures,” to the consolidated financial statements included in this Annual Report for more information. Report. These increases were partially offset by a prior year charge of $87 million related to the termination of the U.K. pension plan, lower litigation charges in the current year compared to prior year, and prior year remeasurement charges related to our Canadian retail disposal group, as discussed in Financial Note 2, “Business Acquisitions and Divestitures,” to the consolidated financial statements included in this Annual Report.
Source: Item 7, 10-K 0000927653-26-000069 vs Item 7, 10-K 0000927653-25-000036
Accounting Policies 178 words changed in this paragraph; it is 59% similar to last year's version.
At March 31, 2025 and 2024, total inventories, net were $23.0 billion and $21.1 billion, respectively, in the Company’s Consolidated Balance Sheets. The LIFO method was used to value approximately 63% and 62% of the Company’s inventories at March 31, 2025 and 2024, respectively. If the Company had used the moving average method of inventory valuation, inventories would have been approximately $309 million and $227 million higher than the amounts reported at March 31, 2025 and 2024, respectively. These amounts are equivalent to the Company’s LIFO reserves. A LIFO charge is recognized when the net effect of price increases on pharmaceutical and non-pharmaceutical products held in inventory exceeds the impact of price declines, including the effect of branded pharmaceutical products that have lost market exclusivity. A LIFO credit is recognized when the net effect of price declines exceeds the impact of price increases on pharmaceutical and non-pharmaceutical products held in inventory. The Company recognized a LIFO credit of $210 million in fiscal 2026, a LIFO charge of $82 million in fiscal 2025, and a LIFO credit of $157 million in fiscal 2024, and a LIFO charge of $1 million in fiscal 2023, all within “Cost of sales” in its Consolidated Statements of Operations. The LIFO credit in fiscal 2026 compared to a LIFO charge in fiscal 2025 was primarily due to significant brand deflation in the current fiscal year, compared to the prior fiscal year brand inflation. The LIFO charge in fiscal 2025 compared to a LIFO credit in fiscal 2024 was primarily due to higher brand inflation in the current fiscal year. The LIFO credit in fiscal 2024 compared to a LIFO charge in fiscal 2023 was primarily due to lower brand inflation, offset by higher brand inventory levels, lower deflation from off patent launch activity, and lower generics deflation. The Company’s LIFO valuation amount includes both pharmaceutical and non-pharmaceutical products. 2025.
Source: Item 8, Note 1 – Significant Accounting Policies, 10-K 0000927653-26-000069 vs Item 8, Note 1 – Significant Accounting Policies, 10-K 0000927653-25-000036
Legal Proceedings 175 words changed in this paragraph; it is 48% similar to last year's version.
The City of Baltimore, Maryland, is one such subdivision. A trial of its claims against the Company and another national pharmaceutical distributor began on September 16, 2024 in the Circuit Court of Maryland for Baltimore City, Mayor and City Council of Baltimore v. Purdue Pharma LP, No. 24-C-18-000515. Baltimore claims that On September 4, 2025, the defendants’ distribution of controlled substances to certain pharmacies in the City of Baltimore and Baltimore County caused a public nuisance. On November 12, 2024, the jury returned a verdict finding the Company liable and assessing approximately $192 trial court entered judgment against McKesson, awarding $37 million in compensatory damages. A second phase damages and an additional $72 million in “monetary abatement” to fund programs related to drug abuse in Baltimore. On April 24, 2026, the Supreme Court of Maryland issued an order vacating the trial, in which the city seeks monetary abatement relief, began on December 11, 2024, and the court is currently considering whether to award additional relief. The judgment is not final, and against the Company has filed a motion seeking and remanding the case to set aside the verdict. Circuit Court of Maryland for Baltimore City for further proceedings. The Company believes it has valid bases to challenge the verdict and is prepared to appeal, if necessary. Because of the many bases to challenge the verdict, both in the trial court and on appeal, the Company has not adjusted its litigation reserve existing accrual as a result of the jury verdict. trial court’s entry of judgment or its subsequent vacatur by the Supreme Court of Maryland.
Source: Item 3, via Note 17 – Commitments and Contingent Liabilities, 10-K 0000927653-26-000069 vs Item 3, via Note 17 – Commitments and Contingent Liabilities, 10-K 0000927653-25-000036
Every change, by type
Sentences and paragraphs of MCK's Risk Factors and MD&A, 10-K 2026-05-08 against 10-K 2025-05-09.
Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
Anti-bribery and anti-corruption laws increase our compliance burden and expose us to risks.
Read it in 10-K 2026-05-08 at sec.gov ↗
AddedRisk Factors
The adoption and use of AI in our business operations exposes us to risks and uncertainties.
Read it in 10-K 2026-05-08 at sec.gov ↗
AddedRisk Factors
We increasingly rely on technologies powered by or incorporating AI in our internal operations and business processes. The use of AI technologies introduces risks and uncertainties. AI can generate outputs that are false, misleading, incomplete, biased, or inconsistent. AI performance may degrade over time, or earlier than we planned, due to changes in inputs, data drift, updates by vendors, adversarial manipulations, and other causes. Our investments in AI may not yield anticipated benefits, and we might expend significant resources to maintain responsible and effective AI capabilities. Reliance on third-party AI tools and solutions may expose us to risks that are outside of our control, including compliance gaps. Our AI policies and safeguards may not be sufficient to protect us against negative outcomes, such as the misuse or loss of data or the compromise of our intellectual property. Any of the foregoing risks could adversely impact our reputation, our business operations, and our financial position or results of operations.
Read it in 10-K 2026-05-08 at sec.gov ↗
AddedRisk Factors
Our planned separation of Medical-Surgical Solutions is contingent upon the satisfaction of certain conditions, may not be completed on the currently contemplated terms or timeline, or at all, and, if completed, may not achieve the intended financial and strategic benefits.
Read it in 10-K 2026-05-08 at sec.gov ↗
AddedRisk Factors
The Company intends to separate the Medical-Surgical Solutions segment into an independent company (“NewCo”). The separation is expected to be effected, ultimately, through a split-off or spin-off, or a combination of both (the “Exit”), intended to qualify as a tax-free transaction to the Company and its stockholders for U.S. federal income tax purposes. Completion of the planned separation will be subject to the satisfaction of various conditions, including, among others: the receipt of a favorable opinion from outside legal counsel as to the tax-free nature of the Exit; the effectiveness of a registration statement to be filed with the SEC; the receipt of other governmental approvals; the finalization of the NewCo capital structure; and the approval of our Board of Directors. The planned separation is complex in nature, and unanticipated business, market, governmental, or other developments could delay or prevent completion of the separation or cause the separation to occur on less favorable terms. We face certain risks in connection with the separation, including, among others: the diversion of management’s attention from other business operations and priorities; a determination by the Internal Revenue Service (the “IRS”) or any court that the Exit (or any aspect thereof) is taxable for U.S. federal income tax purposes; and challenges in maintaining transitional services and operational continuity between the Company and NewCo, in establishing or maintaining standalone functions and infrastructure at NewCo, or in retaining existing or attracting new business and operational relationships, including with customers, suppliers, and employees. There can be no assurance that the separation, if completed, will achieve the intended financial and strategic benefits (which are based on a number of assumptions, some or all of which may prove incorrect) or provide greater value to our stockholders than is currently reflected in our stock price, or that the dissynergies from the separation will not be greater than expected. Any of these factors could negatively affect our stock price or have a materially adverse impact on our business operations and on our financial condition or results of operations.
Read it in 10-K 2026-05-08 at sec.gov ↗
AddedRisk Factors
As described under “Healthcare Program Regulation” in Item 1 of Part I above, our business is subject to a broad range of recent and ongoing reform efforts, and challenges to those efforts, that could affect healthcare program access and spending, pharmaceutical pricing and reimbursement, and distribution economics. These include: the IRA; the OBBBA; Executive Order 14297; CMS rulemaking on BFSFs and proposed rebate models; 340B program litigation and developments; and state drug pricing legislation. Additionally, the pace and volume of healthcare reform initiatives and changes heighten the risks for our business.
Read it in 10-K 2026-05-08 at sec.gov ↗
RemovedRisk Factors
Legislative, regulatory, or industry measures related to the distribution of controlled substances such as prescription opioids could affect our business in ways that we may not be able to predict. For example, some states have passed legislation that could require us to pay taxes or assessments on the distribution of opioid medications in those states and other states have considered similar legislation. Liabilities for taxes or assessments or other costs of compliance under any such laws might have a materially adverse impact on our reputation, our business operations, and our financial position or results of operations.
Read it in 10-K 2025-05-09 at sec.gov ↗
RemovedRisk Factors
In the U.S., the ACA significantly expanded health insurance coverage to uninsured Americans and changed the way healthcare is financed by both governmental and private payors. Enactment of the IRA and its implementation over the next several years is anticipated to bring meaningful changes in how Medicare pays for drugs and various benefit design changes, which are all intended to reduce the price of drugs. Three central features of the IRA authorize the government to negotiate drug prices for certain Parts B and D drugs over time, establish an inflationary rebate program, and cap patient cost sharing under Medicare Part D. The implementation of these and other features of the IRA may result in significant changes to the pharmaceutical value chain as manufacturers, pharmacy benefit managers, managed care organizations, and other industry stakeholders look to implement new transactional flows and adapt their business models. Any such changes to arrangements involving our business as a result of this legislation, such as changes to our distribution agreements with manufacturers impacted by the IRA, may materially affect our business. The extent of the effects of the IRA remains uncertain due to a number of factors, including the potential for future regulations and guidance promulgated by HHS to implement provisions of the IRA. We continue to evaluate the impact of this law on our business.
Read it in 10-K 2025-05-09 at sec.gov ↗
RemovedRisk Factors
Private challenges to government healthcare policy may also have significant impacts on our business. For example, many pharmaceutical manufacturers have unilaterally restricted sales under the Public Health Service’s 340B Drug Pricing Program (the “340B program”) to contract pharmacies. The 340B program requires manufacturers to offer discounts on certain drugs purchased by “covered entities,” which include safety-net providers. The Health Resources and Services Administration (“HRSA”) has taken the position that a covered entity may dispense such discounted drugs through multiple contract pharmacies. Starting in 2020, some manufacturers began to restrict such practices. Certain manufacturers and HHS continue to litigate these issues. The U.S. Courts of Appeal for the Third and D.C. Circuits have ruled that Section 340B of the Public Health Service Act does not require manufacturers to provide discounted drugs to an unlimited number of contract pharmacies. The U.S. Court of Appeals for the Seventh Circuit also is addressing this issue but has not yet ruled. Separately, several entities have filed lawsuits against HHS and HRSA related to the proposed implementation of rebate models to effectuate 340B pricing. Any changes to our arrangements that result from the rulings in these cases might have an adverse impact on our business.
Read it in 10-K 2025-05-09 at sec.gov ↗
RemovedRisk Factors
Provincial governments in Canada that provide partial funding for the purchase of pharmaceuticals and independently regulate the sale and reimbursement of drugs have sought to reduce the costs of publicly funded health programs. For example, provincial governments have taken steps to reduce consumer prices for generic pharmaceuticals and, in some provinces, change professional allowances paid to pharmacists by generic manufacturers.
Read it in 10-K 2025-05-09 at sec.gov ↗
RemovedRisk Factors
We rely on third parties for the supply of pharmaceutical and other products, and our operations are subject to our suppliers’ continued ability to supply the products that we require. From time to time, we experience difficulties and delays in
Read it in 10-K 2025-05-09 at sec.gov ↗
RewordedRisk Factors
Achieving the desired outcomes of these strategic transactions involves significant risks including: diverting management’s attention from other business operations; operations or priorities; challenges with assimilating the acquired businesses, such as integration of operations, systems, and technologies; failure or delay in realizing operating synergies; difficulty retaining key acquired company personnel; unanticipated accounting or financial systems issues with the acquired business, which might affect our internal controls over financial reporting; disputes with the sellers of acquired businesses; unanticipated compliance issues in the acquired business; unknown or unanticipated cybersecurity issues; issues, as well as heightened vulnerabilities during integration; challenges retaining customers of the acquired business; unanticipated expenses or charges to earnings, including depreciation and amortization or potential impairment charges; and risks of known and unknown assumed liabilities in the acquired business. business; failure of an acquired business or investment to perform as projected in the near or long term; and changes in laws or their interpretation or application with respect to an acquired business or investment, such as potential restrictions on certain healthcare ownership structures or arrangements (see “Government Regulation” in Item 1 of Part I above).
Read it in 10-K 2026-05-08 at sec.gov ↗
RewordedRisk Factors
As described in “Government Regulation” in Item 1 of Part I above, our industry is highly regulated, and further Further regulation of our distribution businesses, technology operations, technology, products, and services or services, or other aspects of our business, 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, place restrictions on or otherwise negatively impact require modifications to our business and practices or arrangements, limit our strategic options, or expose the Company us to litigation and regulatory investigations. investigations, reviews, or other proceedings.
Read it in 10-K 2026-05-08 at sec.gov ↗
RewordedRisk Factors
A significant cybersecurity and/or privacy breach or failure to comply with privacy and data security laws, by us or by external service providers, vendors, or other third parties with which we do business, Any of the foregoing risks might have a materially adverse impact on our reputation, our business operations, and our financial position or results of operations.
Read it in 10-K 2026-05-08 at sec.gov ↗
RewordedRisk Factors
These risks Certain of these factors at times have adversely negatively affected, and any of these factors could in the future adversely negatively affect, our ability to achieve the anticipated benefits of an acquisition, and might have a materially adverse impact on our business operations and our financial position investment, or results of operations. other strategic transaction.
Read it in 10-K 2026-05-08 at sec.gov ↗
RewordedRisk Factors
Any noncompliance by us with applicable laws, or the any failure to maintain, renew, or obtain necessary permits and licenses, could lead to result in enforcement actions actions, fines, penalties, or litigation and might have a materially adverse impact on our business operations and our financial position or results of operations. other sanctions.
Read it in 10-K 2026-05-08 at sec.gov ↗
RewordedRisk Factors
Our ability to grow those businesses will depend depend, among other things, on our: hiring and retaining talented individuals with necessary knowledge and skills; acquiring, developing, and implementing new technologies and capabilities, including AI; establishing new offerings and pivoting or enhancing existing ones; successfully identifying, completing, and realizing the anticipated benefits of strategic transactions; forming and expanding business relationships; anticipating the needs of our customers; and successfully competing against providers of similar services.
Read it in 10-K 2026-05-08 at sec.gov ↗
RewordedRisk Factors
Any noncompliance by us with applicable laws, or of the failure to maintain, renew, or obtain necessary permits and licenses, could lead to enforcement actions or litigation and foregoing risks might have a materially adverse impact on our reputation, our business operations and our financial position or results of operations.
Read it in 10-K 2026-05-08 at sec.gov ↗
RewordedRisk Factors
Failure Any failure or perceived failure by us or any third-party providers to comply with these laws subjects and guidance could subject us to potential regulatory enforcement activity, fines, investigations, legal proceedings (including private litigation including such as class actions, actions), liability, reputational impacts, and other costs.
Read it in 10-K 2026-05-08 at sec.gov ↗
RewordedRisk Factors
These Any of the foregoing risks at times have adversely affected, and could in the future adversely affect, our ability to achieve the anticipated benefits of an acquisition, and might have a materially adverse impact on our business operations and our financial position or results of operations.
Read it in 10-K 2026-05-08 at sec.gov ↗
RewordedRisk Factors
The risk and efficacy of cyberattacks increases from time to time due to a variety of internal and external factors, including, but not limited to, the adoption use by threat actors of sophisticated and rapidly evolving techniques, such as adversarial AI, AI (which makes cyberattacks more likely and during may make them more difficult to detect, contain, or mitigate), and the existence of political or military unrest.
Read it in 10-K 2026-05-08 at sec.gov ↗
RewordedRisk Factors
These risks can be heightened upon the The adoption and use of new technologies, including AI, and may introduce new or expanded enhanced risks, such as data inaccuracy, unreliability, or bias. bias, as well as ethical or privacy concerns.
Read it in 10-K 2026-05-08 at sec.gov ↗
RewordedRisk Factors
New technologies, such as AI, may not result in the benefits we anticipate, may not enable us to maintain a competitive advantage, keep pace with our competitors and the rapidly evolving technological landscape, and may require us to expend significant resources. resources, including to maintain our capabilities.
Read it in 10-K 2026-05-08 at sec.gov ↗
Quiet changesRisk Factors
For example, some certain changes in reimbursement methodologies (including government rates) for pharmaceuticals, medical treatments, and related services reduce profit margins for us and our customers and impose new legal requirements on healthcare providers.
Read it in 10-K 2026-05-08 at sec.gov ↗
AddedMD&A
We implemented a new segment reporting structure commencing in the second quarter of fiscal 2026, which resulted in four reportable segments: North American Pharmaceutical, Oncology & Multispecialty, Prescription Technology Solutions, and
Read it in 10-K 2026-05-08 at sec.gov ↗
AddedMD&A
•Oncology & Multispecialty segment includes provider solutions that encompass specialty drug distribution, group purchasing organizations, infusion services, direct to patient pharmacy capabilities, cell and gene therapy services with InspiroGene, technology solutions, practice consulting services, and vaccine distribution. In addition, the segment supports the U.S. Oncology Network, one of the largest networks of physician-led, integrated, community-based oncology practices dedicated to advancing high-quality, evidence-based cancer care in the U.S., and includes PRISM Vision Holdings, LLC (“PRISM Vision”), which drives patient outcomes in a retina and ophthalmology setting. Combined with Sarah Cannon Research Institute and our technology business, Ontada, this segment provides research, insights, technologies, and services that address and improve cancer and specialty care. This segment was previously reflected in the former U.S. Pharmaceutical reportable segment.
Read it in 10-K 2026-05-08 at sec.gov ↗
AddedMD&A
•On April 1, 2025, we completed the acquisition of a controlling interest in PRISM Vision for $875 million in cash, as discussed in further detail in the “Business Acquisitions and Divestitures” section above;
Read it in 10-K 2026-05-08 at sec.gov ↗
AddedMD&A
•On May 8, 2025, we entered into a syndicated $1.0 billion 364-Day senior unsecured credit facility (the “364-Day Credit Facility”) that was scheduled to mature in May 2026 but was terminated on April 24, 2026 and replaced with the 2026 5-Year Facility described in the “Recent Developments” section below. Refer to Financial Note 11, “Debt and Financing Activities,” to the consolidated financial statements included in this Annual Report for additional information;
Read it in 10-K 2026-05-08 at sec.gov ↗
AddedMD&A
•On June 2, 2025, we completed the acquisition of a controlling interest in Core Ventures for $2.5 billion in cash, as discussed in further detail in the “Business Acquisitions and Divestitures” section above;
Read it in 10-K 2026-05-08 at sec.gov ↗
AddedMD&A
•On November 14, 2025, our €600 million outstanding principal amount of 1.50% Notes matured and were repaid using cash on hand;
Read it in 10-K 2026-05-08 at sec.gov ↗
AddedMD&A
•On December 3, 2025, our $500 million outstanding principal amount of 0.90% Notes matured and were repaid using cash on hand;
Read it in 10-K 2026-05-08 at sec.gov ↗
AddedMD&A
•On January 30, 2026, we completed the sale of our Norway disposal group, as discussed in further detail in the “Business Acquisitions and Divestitures” section above;
Read it in 10-K 2026-05-08 at sec.gov ↗
AddedMD&A
•On April 1, 2026, certain of our subsidiaries within the Medical-Surgical Solutions segment entered into a syndicated credit agreement for: a $750 million principal senior secured term loan due in 2031 and a $250 million principal senior secured term loan due in 2028, for total proceeds received, net of discounts and debt offering expenses, of $993 million; and a $1.0 billion senior secured revolving credit facility scheduled to mature in April 2031. Refer to Financial Note 11, “Debt and Financing Activities,” to the consolidated financial statements included in this Annual Report for additional information;
Read it in 10-K 2026-05-08 at sec.gov ↗
AddedMD&A
•During fiscal 2026, we announced our intention to separate our Medical-Surgical Solutions segment into an independent company. As a part of the separation strategy, on April 20, 2026, we announced a definitive agreement under which Apollo Funds will acquire approximately 13% minority ownership interest in our Medical‑Surgical Solutions segment through an investment of approximately $1.25 billion in the segment’s convertible preferred equity. This transaction is subject to regulatory approvals and customary closing conditions;
Read it in 10-K 2026-05-08 at sec.gov ↗
AddedMD&A
•On April 24, 2026, we terminated our 2022 revolving credit facility and our 364-Day credit facility and entered into a new Credit Agreement (the “2026 Credit Facility”) that provides a syndicated $5.0 billion senior unsecured credit facility with a $4.5 billion aggregate sublimit of availability in Canadian dollars, British pound sterling, and Euro. The 2026 Credit Facility is scheduled to mature in April 2031. Refer to Financial Note 11, “Debt and Financing Activities,” to the consolidated financial statements included in this Annual Report for additional information; and
Read it in 10-K 2026-05-08 at sec.gov ↗
AddedMD&A
As described in “Item 1. Government Regulation” and “Item 1A - Risk Factors” in Part I of this Annual Report, our industry is highly regulated and is subject to risks and uncertainty caused by the volume and speed of changes to regulatory policies. Changes in regulatory posture and law may result in significant changes in healthcare policy, government funding of healthcare costs, and other laws affecting our operations, but the ultimate outcomes are difficult to predict.
Read it in 10-K 2026-05-08 at sec.gov ↗
RemovedMD&A
•During the year ended March 31, 2025, we onboarded a new strategic partner within our U.S. Pharmaceutical segment;
Read it in 10-K 2025-05-09 at sec.gov ↗
RemovedMD&A
•During fiscal 2025, we completed the sale of our Canadian retail disposal group and total operating expenses for the year ended March 31, 2025 includes fair value remeasurement charges of $667 million;
Read it in 10-K 2025-05-09 at sec.gov ↗
RemovedMD&A
•For the year ended March 31, 2025, we recognized a net discrete tax benefit of $258 million related to the sales of certain intellectual property between McKesson wholly-owned legal entities based in foreign tax jurisdictions;
Read it in 10-K 2025-05-09 at sec.gov ↗
RemovedMD&A
During fiscal 2024, our customer Rite Aid Corporation (including certain of its subsidiaries, “Rite Aid”) filed a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code. As a result, we recorded a provision for bad debts of $725 million for the year ended March 31, 2024, representing the uncollected trade accounts receivable from sales to Rite Aid prior to its bankruptcy petition filing.
Read it in 10-K 2025-05-09 at sec.gov ↗
RemovedMD&A
We believe the reserves maintained and any adjustments recorded for Rite Aid trade accounts receivable are appropriate and consistent with our accounting policy and assessment of the information currently available. We evaluate our reserves periodically and as circumstances warrant, which may result in changes to our reserves. For additional disclosure of our policy regarding allowances for credit losses, refer to the “Critical Accounting Estimates” section included in this Financial Review.
Read it in 10-K 2025-05-09 at sec.gov ↗
RemovedMD&A
•SDG&A includes a provision for bad debts of $725 million related to the bankruptcy of Rite Aid in October 2023. Refer to the Rite Aid Bankruptcy Proceedings section of “Trends and Uncertainties” for more information;
Read it in 10-K 2025-05-09 at sec.gov ↗
RemovedMD&A
For the year ended March 31, 2025, we recognized a net discrete tax benefit of $258 million related to the sales of certain intellectual property between McKesson wholly-owned legal entities based in foreign tax jurisdictions. For the year ended March 31, 2024, we recognized a net discrete tax benefits of $157 million related to the release of a valuation allowance based on management’s reassessment of the amount of our deferred tax assets that are more likely than not to be realized and $104 million related to the repatriation and sale of certain intellectual property between McKesson wholly-owned legal entities that are based in different tax jurisdictions. Refer to Financial Note 6, “Income Taxes,” to the consolidated financial statements included in this Annual Report for more information.
Read it in 10-K 2025-05-09 at sec.gov ↗
RemovedMD&A
Corporate reflects revenues from services derived in the U.S. related to certain technology operations. The increase compared to the prior year was immaterial.
Read it in 10-K 2025-05-09 at sec.gov ↗
RemovedMD&A
Other Segment Expense, Segment Operating Profit (Loss), and Corporate Expenses, Net:
Read it in 10-K 2025-05-09 at sec.gov ↗
RemovedMD&A
We believe that the moving average 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 cost or market. As of March 31, 2025 and 2024, inventories at LIFO did not exceed market.
Read it in 10-K 2025-05-09 at sec.gov ↗
RemovedMD&A
•a decrease in net cash of $981 million related to accounts receivable primarily due to growth in specialty pharmaceuticals sales and higher volumes from retail national account customers in our U.S. Pharmaceutical segment;
Read it in 10-K 2025-05-09 at sec.gov ↗
RemovedMD&A
•a decrease in net cash of $976 million related to higher inventory purchases to support business growth; and
Read it in 10-K 2025-05-09 at sec.gov ↗
RewordedMD&A
These were partially offset by a fiscal 2025 charge of $87 million related Operating profit for this segment increased for the year ended March 31, 2026 compared to the termination of the U.K. pension plan, prior year largely due to prior year remeasurement charges related to our Canadian retail disposal group, as discussed in Financial Note 2, “Business Acquisitions and Divestitures,” to the consolidated financial statements included in this Annual Report, and higher restructuring charges recorded pharmaceutical distribution volumes across the segment, a LIFO credit of $210 million in fiscal 2025 2026 compared to a charge in the prior year. year period, and a prior year charge of $57 million related to our estimated liability for opioid-related claims.
Read it in 10-K 2026-05-08 at sec.gov ↗
RewordedMD&A
(In millions, except per share data) Years Ended March 31, 2026 2025 2024 Change Revenues $ 403,430 $ 359,051 $ 308,951 16 12 % Gross profit 14,550 13,323 12,828 4 9 Gross profit margin 3.61 % 3.71 % 4.15 % (44) (10) bp Total operating expenses $ (8,338) $ (8,901) $ (8,919) — (6) % Total operating expenses as a percentage of revenues 2.07 % 2.48 % 2.89 % (41) bp Other income, net $ 236 $ 202 $ 132 53 17 % Interest expense (247) (265) (252) 5 (7) Income before income taxes 6,201 4,359 3,789 15 42 Income tax expense (1,102) (878) (629) 40 26 Reported income tax rate 17.8 % 20.1 % 16.6 % 350 (230) bp Net income 5,099 3,481 3,160 10 46 Net income attributable to noncontrolling interests (337) (186) (158) 18 81 Net income attributable to McKesson Corporation $ 4,762 $ 3,295 $ 3,002 10 45 % Diluted earnings per common share attributable to McKesson Corporation $ 38.38 $ 25.72 $ 22.39 15 49 % Weighted-average diluted common shares outstanding 124.1 128.1 134.1 (4) (3) %
Read it in 10-K 2026-05-08 at sec.gov ↗
RewordedMD&A
Corporate expenses, net decreased increased for the year ended March 31, 2025 2026 compared to the prior year primarily due to a net gain driven by higher restructuring charges in fiscal 2026, prior year gains of $101 million related to our investments in equity securities of certain U.S. growth stage companies in the healthcare industry, a favorable impact charge of $52 million related to interest income, our planned separation of the Medical‑Surgical Solutions segment, and lower charges related to the sale of our estimated liability for opioid-related claims. Norway disposal group as discussed in Financial Note 2, “Business Acquisitions and Divestitures,” to the consolidated financial statements included in this Annual Report.
Read it in 10-K 2026-05-08 at sec.gov ↗
RewordedMD&A
On June 15, 2023, May 30, 2025, we completed a public debt offering of 4.90% 4.65% Notes due July 15, 2028 May 30, 2030 in a principal amount of $400 million and 5.10% $650 million, 4.95% Notes due July 15, 2033 May 30, 2032 in a principal amount of $600 $650 million, and 5.25% Notes due May 30, 2035 in a principal amount of $700 million, for total proceeds received, net of discounts and debt offering expenses, of $397 million and $592 million, respectively. $2.0 billion.
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RewordedMD&A
For the year ended March 31, 2025, 2026, we recorded charges of $240 $170 million related to the initiatives, which primarily includes facility, exit and other related costs as well as severance and other employee-related costs as well as facility exit and other related costs, including long-lived asset impairments recorded within “Restructuring, impairment, and related charges, net” in the Consolidated Statements of Operations, and $58 million for the year ended March 31, 2025 related to inventory impairments recorded within “Cost of sales” in the Consolidated Statements Statement of Operations.
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RewordedMD&A
Operating profit decreased increased for the year ended March 31, 2025 2026 compared to the prior year primarily due to higher lower restructuring charges recorded in fiscal 2025 2026 compared to the prior year period and lower expenses resulting from business rationalization initiatives, partially offset by $25 million charges related to our planned separation of this segment and a decline in the contribution from our primary ambulatory care business, partially offset by lower expenses resulting from business rationalization initiatives. business.
Read it in 10-K 2026-05-08 at sec.gov ↗
RewordedMD&A
Share Repurchases (1) (In millions, except price per share) Total Average Price Approximate Number of Dollar Value of Shares Shares that May Purchased (2) Yet Be Purchased Paid Per Share Under the Programs (3) (4) Balance, March 31, 2023 2024 $ 3,613 Share repurchase authorization increase in fiscal 2024 6,000 Shares repurchased - Open market 6.9 $436.46 (2,998) Balance, March 31, 2024 6,615 Share repurchase authorization increase in fiscal 2025 4,000 Shares repurchased - Open market 5.8 $543.05 (3,146) Balance, March 31, 2025 7,469 Shares repurchased - Open market 3.3 $753.61 (2,500) Shares repurchased - March 2026 ASR (5) 2.0 $940.91 (2,250) Balance, March 31, 2026 $ 7,469 2,719
Read it in 10-K 2026-05-08 at sec.gov ↗
RewordedMD&A
Investing activities for the year ended March 31, 2025 was 2026 were also impacted by the receipt of proceeds from sales of $189 businesses and investments of $830 million, including cash proceeds, net of cash divested, of $693 million related to investments in equity securities, from the completed divestiture of our Norway disposal group, as discussed in Financial Note 15, “Fair Value Measurements,” 2, “Business Acquisitions and Divestitures,” to the consolidated financial statements included in this Annual Report.
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RewordedMD&A
Fluctuations in our reported income tax rates are primarily due to changes in our business mix of earnings between various taxing jurisdictions, including the impact of non-cash pre-tax charges related to the remeasurement of our Canadian retail disposal group to fair value less costs to sell as described in Financial Note 2, “Business Acquisitions and Divestitures,” jurisdictions and recognized discrete tax items.
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RewordedMD&A
These increases were partially offset by a fiscal 2025 prior year charge of $87 million related to the termination of the U.K. pension plan, lower litigation charges in the current year compared to prior year, and prior year remeasurement charges related to our Canadian retail disposal group, as discussed in Financial Note 2, “Business Acquisitions and Divestitures,” to the consolidated financial statements included in this Annual Report, and higher restructuring charges recorded in fiscal 2025 compared to the prior year. Report.
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RewordedMD&A
On August 26, 2024, June 2, 2025, we entered into completed the acquisition of a definitive agreement to acquire a 70% controlling interest in Community Oncology Revitalization Enterprise Ventures, LLC (“Core Ventures”), an internal a business and administrative services organization established by Florida Cancer Specialists & Research Institute, LLC, for approximately $2.49 billion cash, subject to certain customary adjustments. (“FCS”).
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RewordedMD&A
(3)Other (5)Other segment expense, net for our RxTS segment Other for the year ended March 31, 2024 2026 includes a net gain of $78 $503 million resulting from fair value adjustments of our contingent consideration liability related to the RxSS acquisition, sale of our Norway disposal group, as discussed in more detail in Financial Note 2, “Business Acquisitions and Divestitures,” to the consolidated financial statements included in this Annual Report.
Read it in 10-K 2026-05-08 at sec.gov ↗