MCKMcKesson

Your disclosure here and in the Form 10-Q for the interim period ended December 31, 2024 appears to show how reported operating cash was derived for each period as already presented in the statement of cash flows. Please note citing items reported in the statement of cash flows may not provide a sufficient basis to understand how cash was affected and changed by them.

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For example, you refer to changes in accounts receivable, which represents uncollected revenue, and accounts payable, which represents unpaid amounts to others. Operating cash decreased in the current annual and noted interim period relative to the corresponding prior year period, yet the cited lower amount of litigation payments in the current period suggests operating cash should have increased. Also, you refer to noncash items and accruals/charges that do not appear to change cash. Your analysis should be of the factors that caused the reported amount of operating cash to vary from period to period. Regarding analysis, refer to the introductory paragraph of Item 303(b) of Regulation S-K, introductory paragraph of section IV.B and all of section B.1 of Release No. 33-8350 for guidance. 1. Additionally, refer to section III.D of Release No. 33-6835 (501.04 of the staff’s Codification of Financial Reporting) regarding quantification of factors affecting operating cash flows, as well as results discussed elsewhere. Please revise your disclosure as appropriate.

February 27, 2025 Division of Corporation Finance Office of Trade & Services United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: McKesson Corporation Form 10-K for the Fiscal Year Ended March 31, 2024 Filed May 8, 2024 File No. 001-13252 Dear Staff of the Office of Trade & Services: On behalf of McKesson Corporation (“Company”), I am responding to the comment letter from the Staff dated February 18, 2025, regarding our Annual Report on Form 10-K for the year ended March 31, 2024 (“2024 Form 10-K”).

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I have recited the comments contained in the Comment Letter in bold type below and have set forth the Company’s response below the text of those comments. Form 10-K for Fiscal Year Ended March 31, 2024 Management's Discussion and Analysis of Financial Condition and Results of Operations Financial Condition, Liquidity, and Capital Resources Operating Activities, page 48 1. Your disclosure here and in the Form 10-Q for the interim period ended December 31, 2024 appears to show how reported operating cash was derived for each period as already presented in the statement of cash flows. Please note citing items reported in the statement of cash flows may not provide a sufficient basis to understand how cash was affected and changed by them. For example, you refer to changes in accounts receivable, which represents uncollected revenue, and accounts payable, which represents unpaid amounts to others. Operating cash decreased in the current annual and noted interim period relative to the corresponding prior year period, yet the cited lower amount of litigation payments in the current period suggests operating cash should have increased. Also, you refer to noncash items and accruals/charges that do not appear to change cash. Your analysis should be of the factors that caused the reported amount of operating cash to vary from period to period. Regarding analysis, refer to the introductory paragraph of Item 303(b) of Regulation S-K, introductory paragraph of section IV.B and all of section B.1 of Release No. 33-8350 for guidance. Additionally, refer to section III.D of Release No. 33-6835 (501.04 of the staff’s Codification of Financial Reporting) regarding quantification of factors affecting operating cash flows, as well as results discussed elsewhere. Please revise your disclosure as appropriate. Response – The Company respectfully acknowledges the Staff’s comments. The Company understands that Item 303(b) of Regulation S-K indicates that where the financial statements reflect material changes from period-to-period in one or more line items, including where material changes within a line item offset one another, the Company should describe the underlying reasons for these material changes in quantitative and qualitative terms. The Company also understands that Release No. 33-8350 indicates that when preparing the discussion and analysis of operating cash flows, the Britt Vitalone EVP and Chief Financial Officer 1 McKesson Corporation 6555 North State Highway 161 Irving, TX 75039 www.mckesson.com

Company should address material changes in the underlying drivers (e.g. cash receipts from the sale of goods and services and cash payments to acquire materials for manufacture or goods for resale), rather than merely describe items identified on the face of the statement of cash flows, such as the reconciling items used in the indirect method of presenting cash flows. In future filings, the Company will continue to be mindful of that rule and related guidance. The illustrative example below modifies the disclosure on page 48 of the Form 10-K for Fiscal Year Ended March 31, 2024, to incorporate the Staff’s comments, as reflected in the second paragraph: Operating activities provided cash of $4.3 billion and $5.2 billion for the years ended March 31, 2024 and 2023, respectively. Cash flows from operations can be significantly impacted by factors such as the timing of receipts from customers, inventory receipts, and payments to vendors. Additionally, working capital is primarily a function of sales and purchase volumes, inventory requirements, and vendor payment terms. For the year ended March 31, 2024, the Company’s net cash provided by operating activities decreased by $845 million compared to the prior year period. This decrease was primarily due to the following: • The Company’s net income decreased by $562 million and was impacted by higher net non-cash items of $184 million, compared to the prior year period driven by such factors as discussed in more detail in the "Overview of Consolidated Results" section of this Financial Review; • A decrease in net cash of $1.9 billion from increased sales due to growth in specialty pharmaceuticals and higher volumes from retail national account customers in our U.S. Pharmaceutical segment near fiscal year end; • An increase in cash of $799 million related to accounts payable as a result of customary vendor payment scheduling and higher purchases to support business growth; and • A net increase in cash of approximately $544 million related to the Company’s lower opioids litigation settlement payments in fiscal 2024 as compared to fiscal 2023. We thank the Staff for their review of the foregoing, and understand that the Company and its management are responsible for the accuracy and adequacy of our disclosures, notwithstanding any review, comments, action or absence of action by the Staff. If you have any questions or require additional information, please do not hesitate to contact me at Britt.Vitalone@McKesson.com. Thank you for your assistance. Sincerely, /s/ Britt J. Vitalone Britt J. Vitalone Executive Vice President and Chief Financial Officer cc: Abe Friedman, U.S. Securities and Exchange Commission Doug Jones, U.S. Securities and Exchange Commission Michele Lau, McKesson Corporation Napoleon Rutledge, McKesson Corporation James Brashear, McKesson Corporation Division of Corporation Finance Office of Trade & Services February 27, 2025 2

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We note that you repurchased common stock in fiscal year 2020 and that your Executive Compensation Program uses Adjusted EPS, Three-year Cumulative Adjusted EPS, and Relative TSR as compensation measures. In future filings, please discuss if and how your share repurchases affect the manner in which the Compensation Committee sets the relevant targets used in your Executive Compensation Program and determines whether

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such targets were met.

The

Company respectfully acknowledges the Staff’s comment and will include appropriate disclosure in future filings. Read in the reply ↗

We note that Article XI of your Amended and Restated Bylaws include an exclusive forum provision that identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any “derivative action.” Please confirm that, in future filings, you will revise your description of securities to include a description of your exclusive forum provision.

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Also, in future filings, please describe any risks or other impacts of the provision on investors, address any uncertainty about the enforceability of the provision, and disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If the provision applies to Securities Act claims, please also revise your disclosure to state that there is uncertainty as to whether a court would enforce such provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. If this provision does not apply to actions arising under the Securities Act or Exchange Act, please also ensure that the exclusive forum provision in the governing documents states this clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the Securities Act or Exchange Act.

The Company respectfully acknowledges the Staff’s comments and will include appropriate disclosure in future filings.

We trust the foregoing response sufficiently addresses the Staff’s comments. If you have any questions or require additional information, please do not hesitate to contact either Michele Lau, SVP, Corporate Secretary, Associate General Counsel – Corporate, Governance & Transactions, at (415) 601-5916, or me at (415) 983-8882. Thank you for your assistance. Read in the reply ↗

Healthcare Technology Net Asset Exchange, page 72 1. We note that on March 1, 2017 you contributed a majority of McKesson Technology Solutions businesses to a newly formed entity, Change Healthcare, LLC (“Change”). We understand that in exchange for this contribution you received a 70% economic interest in Change, Change Healthcare Holdings, Inc.

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owns the remaining equity interest, and you account for the investment as a joint venture using the equity method of accounting. Please provide us with an analysis explaining how you determined that Change is not a variable interest entity pursuant to ASC 810-10-15-14 that should be evaluated for consolidation pursuant to the guidance for variable interest entities outlined in ASC 810. Also, if you determined that Change is a variable interest entity, please indicate which entity you determined to be the primary beneficiary and explain the basis for your conclusions. 11. Redeemable Noncontrolling Interests and Noncontrolling Interests 2. We note that you disclose redeemable noncontrolling interests in your consolidated balance sheets as of March 31, 2016 and 2015. Please revise the notes to your financial statements to include reconciliations of the beginning and ending balances of redeemable noncontrolling interests for each period presented in your consolidated statements of operations. Refer to the guidance outlined in ASC 505-10-S99-1.

Before addressing the Staff’s first comment, the Company would like to provide the Staff with a brief overview of Change Healthcare, LLC (“Change”).

Background Information

On March 1, 2017, we contributed a majority of our McKesson Technology Solutions segment (“MTS”) to a newly formed entity,

Change. In exchange for this contribution we received an approximately 70% economic interest in Change.

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Blackstone and Hellman & Friedman (“CHC Stockholders”) contributed 100% of the stock of Change Healthcare Holdings, Inc

(“CHC”) and in exchange received an approximately 30% interest in Change.

The core business operations of Change are to deliver financial, operational and clinical solutions to payers, providers and consumers in the healthcare industry through innovative technology products and services. Change expects, as a result of complementary assets and technological expertise, to capitalize on emerging trends in value-based care and consumerism and to create a more extensive reach that provides a scaled business platform for future investment and innovation. As an example, Change expects to leverage the combination of data from CHC that is heavily weighted toward third party payers and MTS that is heavily weighted toward healthcare providers to develop new and innovative products to simplify the administration of healthcare. Further, partnering with CHC Stockholders

(experienced private equity firms) will bring an enhanced focus on maximizing the value of Change and provide enhanced market opportunities and strategic direction.

Variable Interest Entity Assessment

The Company first concluded that none of the scope exceptions in the general subsection of ASC 810-10 or the Variable Interest Entity subsection were applicable to our interest in Change. As the criteria for determining whether a limited partnership (or similar entity) is a variable interest entity (“VIE”) are different from the criteria for entities other than limited partnerships, we next considered whether Change, a limited liability company, should be considered a “similar entity” to a limited partnership. Change does not have a single general partner or managing member and is governed by a board of directors that has substantive decision-making rights (as discussed more fully below). Therefore, we concluded the governing provisions of Change are not the functional equivalent of a limited partnership and that Change should not be considered a limited partnership or similar entity for the purpose of the VIE analysis herein.

The Company then analyzed the conditions in ASC 810-10-15-14 noting that if any of those conditions were present, Change would be considered a

VIE. Our analysis was as follows:

•

The total equity investment at risk is not sufficient for Change to finance its activities without additional subordinated financial support provided by any parties, including equity holders. (ASC 810-10-15-14(a))

The equity interests held by the Company and CHC Stockholders:

Are reported as equity in the financial statements of Change;

Participate significantly in profits and losses of Change;

Were not issued in exchange for subordinated interests in other VIEs; and

Were not acquired by the Company or CHC Stockholders with amounts either (1) provided to them by Change or other parties involved with Change or (2) financed by Change or other parties involved with Change.

We performed a qualitative analysis of the equity at risk and determined it was sufficient primarily based on the following:

ASC 810-10-25-45 indicates that equity at risk of less than 10% of the entity’s total assets would not be considered sufficient unless the equity at risk can be demonstrated to be sufficient. The ratio of equity investment at risk to total assets of Change on a fair value basis on the contribution date is approximately 44% which is well in excess of 10%.

The businesses contributed to Change each have established operations that have historically generated net income and positive cash flows. The expectation upon formation of Change is that contributed businesses will generate incremental profits and cash flows operating on a combined basis.

In March 2017, Change secured financing without guarantees or commitments from the Company or CHC Stockholders by entering into a $5.1 billion term loan facility and issuing $1 billion of senior notes at market interest rates.

Based primarily on the above considerations, the Company concluded the equity investment at risk was sufficient and the condition in ASC 810-10-15-14(a) was not present.

The Company and CHC Stockholders, as a group, lack the characteristics of a controlling financial interest

(ASC 810-10-15-14(b))

We evaluated the purpose and design of Change and determined the activities that most significantly impact the economic performance of Change were as follows:

Maintaining existing products and services,

Developing and innovating new products,

Marketing and selling products offered,

Providing customer service, and

Creating and managing financial and operating plans.

The Board of Directors of Change includes no more than ten directors: four are appointed by the Company (one of which is required to be independent), four are appointed by an entity owned by CHC Stockholders (the “CHC Stockholder Entity”) (one of which is required to be independent), one is selected jointly by the Company and CHC Stockholder Entity and one is the CEO of Change. The initial chairman of the Board of Directors is the CEO of the Company, a nominee director of the Company.

The Change LLC Agreement enumerates a substantial number of activities that require explicit approval of both the Company and CHC

Stockholders. Those activities are referred to as “reserved matters” in the Change LLC Agreement. Among many other things, those activities include (1) review and approval of Change’s annual operating plan, operating budget and capital budget (the business plan, operating budget and capital budget are prepared at a level of detail sufficient for the board members to perform a substantive review and participate in related operating and capital decisions), (2) hiring, terminating and setting compensation for the CEO, (3) sale or lease of the entity’s assets outside the normal course of business (as contemplated in the business plan and budgets), (4) appointment of auditors, (5) changes in the Board of Directors or its composition, (6) borrowing money or prepaying debt obligations, (7) issuing or repurchasing equity and (8) pursuing business combinations.

Matters not identified as reserved matters generally require a simple majority vote of the board to approve. Based on our analysis of the reserved matters, we concluded that the right of the Company and CHC Stockholders to approve or block the reserved matters encompasses the power to direct all of the activities that most significantly impact the economic performance of Change.

Further, because all matters not identified as reserved matters require approval of a simple majority of the directors and the Change CEO and management may be removed by the board, there are no parties other than the holders of the equity investment at risk that have power over the most significant activities of Change.

Similarly, the holders of the equity at risk have the obligation to absorb the expected losses and the right to receive the expected residual returns of Change. There are no provisions in place that protect the equity holders from absorbing losses or cap their returns and there are no terms or provisions in place that serve to guarantee a return to any equity holder.

Based on these considerations, we determined the condition in

ASC 810-10-15-14(b) is not present.

The voting rights of some investors are not proportionate to their obligation to absorb expected losses, their rights to receive the expected residual returns, or both and substantially all of the legal entities’ activities either involve or are conducted on behalf of the investor with disproportionately few voting rights (ASC

810-10-15-14(c))

Because the Company and CHC Stockholders jointly make significant operating and financial decisions while the economic interests are generally based on the specific equity interests (70% owned by the Company and 30% owned by the CHC Stockholders), the Company has disproportionately fewer voting rights relative to its economic interest in Change. As discussed in the Background Information section of our response above, combining MTS with Change Business will bring together the complementary assets, capabilities, expertise and management talents from both businesses. We believe that in addition to the benefits of combining the contributed businesses, partnering with CHC Stockholders (experienced private equity firms) will bring an enhanced focus on maximizing the value of Change and provide enhanced market opportunities and strategic direction to maximize value for both our customers and our shareholders.

Further, it is not the case that substantially all of the activities of Change involve or are conducted on behalf of the Company or any of its related parties. Change’s business operations are to sell technology solution services and products to third party customers and all products, long-lived assets, and intellectual property that are significant to the operations of Change are owned by Change. Change is largely independent of the Company from an operational perspective with only certain limited administrative functions (including information technology, finance and other administrative services) being provided by the Company for a limited period of time after the contribution transaction. Change is not an extension of the Company’s business and is not economically dependent on the Company. Finally, there are no related party relationships, as defined in ASC 850 or in ASC 810-10-25-43(a) through (c) between the Company and CHC

Stockholders.

Based primarily on these considerations, we concluded the conditions in ASC 810-10-15-4(c) were not present.

Conclusion

In summary, Change does not meet criteria (a), (b), or (c) in ASC 810-10-15-14 and therefore it is not a variable interest entity and should not be evaluated for consolidation pursuant to the guidance for variable interest entities outlined in ASC 810.

Accordingly, we concluded our consolidation assessment for Change should be performed under the General Subsections of ASC 810. While it was not the subject of the Staff’s comment above, we respectfully advise the Staff that, under the General Subsections of ASC 810 the Company concluded it does not have a controlling financial interest in Change and therefore should not consolidate it. That conclusion was based primarily on the same considerations discussed above with respect to the governance of Change and, in particular, the participatory nature of the reserved matters which require approval of both the Company and CHC Stockholders. We would be happy to provide further information regarding this analysis if the Staff believes it would be helpful.

11. Redeemable Noncontrolling Interests and Noncontrolling Interests

2. We note that you disclose redeemable noncontrolling interests in your consolidated balance sheets as of March 31, 2016 and 2015. Please revise the notes to your financial statements to include reconciliations of the beginning and ending balances of redeemable noncontrolling interests for each period presented in your consolidated statements of operations. Refer to the guidance outlined in ASC

505-10-S99-1.

In accordance with the Staff’s comment, we have expanded our disclosure to include reconciliations of the beginning and ending balances of redeemable noncontrolling interests for each period presented in the consolidated statements of operations, beginning with our Quarterly Report on Form 10-Q for the fiscal quarter ending June 30, 2017 filed on July 27, 2017.

For illustrative purposes, we have provided below a sample table that provides the reconciliation of changes in redeemable noncontrolling interests for the three years ended March 31, 2017:

(In millions)

Redeemable

Noncontrolling

Interests

Balance, March 31, 2014

$

—

Net income attributable to noncontrolling interests

(1)

Other comprehensive loss

(105

)

Purchase of noncontrolling interests

(9

Reclassification from Total Equity to Redeemable Noncontrolling Interests (2)

1,500

Reclassification of guaranteed dividends and recurring compensation to other accrued liabilities

(62

Balance, March 31, 2015

1,386

Other comprehensive income

Reclassification of recurring compensation to other accrued liabilities

(44

Balance, March 31, 2016

1,406

(79

Balance, March 31, 2017

1,327

Redeemable noncontrolling interests for 2015 included the guaranteed dividend of $50 million and the annual compensation amount of $12 million, and for 2016 and 2017 included the annual compensation amount of

$44 million associated with the noncontrolling shareholders of Celesio AG (“Celesio”).

(2)

The carrying value of noncontrolling interests related to Celesio of $1.5 billion was reclassified from “Total Equity” to “Redeemable Noncontrolling Interests” in 2015 as a result of the put right upon the effectiveness of the domination agreement and profit and loss transfer.

* *

*

We trust the foregoing response sufficiently addresses the Staff’s comments. If you have any questions or require additional information, please do not hesitate to contact either Erin Lampert, Senior Vice President and Controller, at (415) 983-8713, or me at (415) 983-8882. Thank you for your assistance.

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