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1、UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORM 10-KANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended March 31,2024ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the trans

2、ition period from to Commission File Number:1-13252McKESSON CORPORATION(Exact name of registrant as specified in its charter)Delaware 94-3207296(State or other jurisdiction of incorporation or organization)(I.R.S.Employer Identification No.)6555 State Hwy 161,Irving,TX 75039(Address of principal exe

3、cutive offices,including zip code)(972)446-4800(Registrants telephone number,including area code)Securities registered pursuant to Section 12(b)of the Act:(Title of each class)(Trading Symbol)(Name of each exchange on which registered)Common stock,$0.01 par valueMCKNew York Stock Exchange1.500%Notes

4、 due 2025MCK25New York Stock Exchange1.625%Notes due 2026MCK26New York Stock Exchange3.125%Notes due 2029MCK29New York Stock ExchangeSecurities registered pursuant to Section 12(g)of the Act:NoneIndicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Se

5、curities Act.Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d)of the Act.Yes No 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

6、 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 No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to

7、 be submitted 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 such files).Yes No Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-a

8、ccelerated filer,a smaller reporting company,or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smaller reporting company,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filer Accelerated filer Non-accelerated filer Sma

9、ller reporting company Emerging growth companyIf an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act.Indica

10、te by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepared or is

11、sued its audit report.If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.Indicate by check mark whether any of t

12、hose error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b).Indicate by check mark whether the registrant is a shell company(as defined in

13、Rule 12b-2 of the Act).Yes No 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 registrants most recently completed second fiscal quarter,September 30,2023,was a

14、pproximately$57.8 billion.Number of shares of common stock outstanding on April 30,2024:129,985,514DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrants Proxy Statement for its calendar year 2024 Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Repor

15、t on Form 10-K.Table of ContentsTABLE OF CONTENTS ItemPagePART I1.Business .31A.Risk Factors .141B.Unresolved Staff Comments .251C.Cybersecurity .252.Properties .263.Legal Proceedings .264.Mine Safety Disclosures .26Information about our Executive Officers .27PART II5.Market for Registrants Common E

16、quity,Related Stockholder Matters,and Issuer Purchases of Equity Securities .286.Reserved .307.Managements Discussion and Analysis of Financial Condition and Results of Operations .317A.Quantitative and Qualitative Disclosures About Market Risk .548.Financial Statements and Supplementary Data .559.C

17、hanges in and Disagreements with Accountants on Accounting and Financial Disclosure .1269A.Controls and Procedures .1269B.Other Information .1269C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections .126PART III10.Directors,Executive Officers,and Corporate Governance .12611.Executive

18、 Compensation .12712.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters .12713.Certain Relationships and Related Transactions,and Director Independence .12814.Principal Accountant Fees and Services .128PART IV15.Exhibits and Financial Statement Schedule .1

19、2916.Form 10-K Summary .135Signatures .136Table of ContentsMcKESSON CORPORATIONPART IItem 1.Business.INDEX TO BUSINESSSectionPageGeneral .3Business Segments .4U.S.Pharmaceutical .4Prescription Technology Solutions .7Medical-Surgical Solutions .7International .7Investments,Restructuring,Business Comb

20、inations,and Divestitures .8Competition .8Patents,Trademarks,Copyrights,and Licenses .8Human Capital .9Government Regulation .10Other Information about the Business.13Forward-Looking Statements .13General McKesson Corporation together with its subsidiaries(collectively,the“Company,”“McKesson,”“we,”“

21、our,”or“us”and other similar pronouns),which traces its business roots to 1833,is a diversified healthcare services leader dedicated to advancing health outcomes for patients everywhere.Our teams partner with biopharma companies,care providers,pharmacies,manufacturers,governments,and others to deliv

22、er insights,products,and services to help make quality care more accessible and affordable.The Companys fiscal year begins on April 1 and ends on March 31.Unless otherwise noted,all references in this document to a particular year refers to the Companys fiscal year.The Company was incorporated on Ju

23、ly 7,1994 in the State of Delaware.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(the“Exchange Act”),are available free of charge on t

24、he Companys website( under the“Investors Financials SEC Filings”caption)as soon as reasonably practicable after such material is electronically filed with,or furnished to,the Securities and Exchange Commission(“SEC”).The content on any website referred to in this Annual Report on Form 10-K(“Annual R

25、eport”)is not incorporated by reference into this report,unless expressly noted otherwise.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

26、is www.sec.gov.Table of ContentsItem 1 IndexMcKESSON CORPORATION3Business SegmentsThe Company operates its business in four reportable segments:U.S.Pharmaceutical,Prescription Technology Solutions(“RxTS”),Medical-Surgical Solutions,and International.Our U.S.Pharmaceutical segment distributes branded

27、,generic,specialty,biosimilar and over-the-counter(“OTC”)pharmaceutical drugs,and other healthcare-related products in the United States(“U.S.”).This segment provides practice management,technology,clinical support,and business solutions to community-based oncology and other specialty practices.In a

28、ddition,the segment sells financial,operational,and clinical solutions to pharmacies(retail,hospital,alternate sites)and provides consulting,outsourcing,technological,and other services.Our Prescription Technology Solutions segment helps solve medication access,affordability,and adherence challenges

29、 for patients by working across healthcare to connect patients,pharmacies,providers,pharmacy benefit managers,health plans,and biopharma.RxTS serves our biopharma and life sciences partners,delivering innovative solutions that help people get the medicine they need to live healthier lives.RxTS also

30、offers prescription price transparency,benefit insight,dispensing support services,as well as third-party logistics and wholesale distribution support designed to benefit stakeholders.Our Medical-Surgical Solutions segment provides medical-surgical supply distribution,logistics,and other services to

31、 healthcare providers,including physician offices,surgery centers,nursing homes,hospital reference labs,and home health care agencies.We offer more than 245,000 national brand medical-surgical products as well as McKessons own line of high-quality products through a network of distribution centers i

32、n the U.S.Our International segment provides distribution and services to wholesale,institutional,and retail customers in Canada and Europe where we own,partner,or franchise with retail pharmacies,and support better,safer patient care by delivering vital medicines,supplies,and information technology

33、 solutions.U.S.Pharmaceutical Segment:Our U.S.Pharmaceutical segment provides distribution and logistics services for branded,generic,specialty,biosimilar,and OTC pharmaceutical drugs along with other healthcare-related products to customers.This business provides solutions and services to pharmacie

34、s,hospitals,oncology and other specialty practices,pharmaceutical manufacturers,biopharma partners,physicians,payors,and patients throughout the U.S.We also source generic pharmaceutical drugs through our ClarusONE Sourcing Services LLP joint venture with Walmart Inc.(“ClarusONE”).Our U.S.Pharmaceut

35、ical segment operates and serves customers through a network of 27 distribution centers in the U.S.,including two strategic redistribution centers.We invest in technology and other systems at all of our distribution centers to enhance safety,reliability,and product availability.For example,we offer

36、McKesson ConnectSM,an internet-based ordering system that provides item look-up and real-time inventory availability as well as ordering,purchasing,third-party reconciliation,and account management functionality.We make extensive use of technology as an enabler to ensure customers have the right pro

37、ducts at the right time in the right place.To maximize distribution efficiency and effectiveness,we follow the Six Sigma methodology,which is an analytical approach that emphasizes setting high-quality objectives,collecting data,and analyzing results to a fine degree in order to improve processes,re

38、duce costs,and enhance service accuracy and safety.We provide solutions to our customers including supply management technology,world-class marketing programs,managed care,repackaging products,and services to help them meet their business and quality goals.We continue to implement information system

39、s to help achieve greater consistency and accuracy both internally and for our customers,as well as make investments to increase capacity and automation.We have four primary customer pharmaceutical distribution channels:(i)retail national accounts,which include national and regional retail chains,fo

40、od and drug combinations,mail order pharmacies,and mass merchandisers,(ii)community pharmacies and health(formerly described as independent,small,and medium chain retail pharmacies),(iii)institutional healthcare providers such as hospitals,health systems,integrated delivery networks,and long-term ca

41、re providers,and(iv)oncology,biopharma,and other specialty partners.Table of ContentsItem 1 IndexMcKESSON CORPORATION4Retail National Accounts:We provide business solutions that help our retail national account customers increase revenues and profitability.Solutions include:Central FillSM Prescripti

42、on 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.Strategic Redistribution Centers Two facilities totaling over 740,000 square feet that offer access to inventory

43、for single source warehouse purchasing,including pharmaceuticals and biologics.These distribution centers also provide the foundation for a two-tiered distribution network that supports best-in-class direct store delivery.McKesson SynerGx Generic pharmaceutical purchasing program and inventory manag

44、ement that helps pharmacies maximize their cost savings with a broad selection of generic drugs,competitive pricing,and one-stop shopping.Inventory Management An integrated solution comprised of forecasting software and automated replenishment technologies that reduce inventory-carrying costs.Expres

45、sRx Track Pharmacy automation solution featuring state-of-the-art robotics,upgraded imaging,and expanded vial capabilities,and industry-leading speed and accuracy in a small footprint.Community Pharmacy and Health:We strengthen the overall health of community pharmacies and elevate the role they pla

46、y in peoples lives.We accomplish this by providing supply chain excellence,pharmacy and patient solutions,as well as supporting independent pharmacies through industry and legislative advocacy.Our pharmacy and patient solutions include:Health Mart A national network of approximately 4,500 independen

47、tly-owned pharmacies and one of the industrys most comprehensive pharmacy franchise programs.Health Mart provides franchisees support for operational excellence,managed care contracting,marketing,merchandising solutions,and clinical programs to enhance patient care.Health Mart Atlas Comprehensive ma

48、naged care services that help community pharmacies save time,access competitive reimbursement rates,and improve cash flow.McKesson Reimbursement AdvantageSM(“MRA”)MRA is one of the industrys most comprehensive reimbursement optimization packages,comprising financial services(automated claim resubmis

49、sion),analytic services,and customer care.McKesson Provider Pay Provider Pay is an automated reconciliation and payment management solution designed to maximize third-party cash flow and pursue unpaid claims.McKesson OneStop Generics Generic pharmaceutical purchasing program that helps pharmacies ma

50、ximize their cost savings with a broad selection of generic drugs,competitive pricing,and one-stop shopping.Pinpoint Community Solutions McKessons perpetual inventory management system targeted to independent pharmacy owners with five or fewer stores.The solution provides customers the opportunity t

51、o improve cash flow and increase efficiency with inventory visibility to help maximize operational performance.FrontEdge Strategic planning,merchandising,and price maintenance program that helps community pharmacies maximize store profitability.McKesson RxOwnership Program A confidential,no-fee reso

52、urce for pharmacists and pharmacy owners interested in buying,starting,or selling an independent pharmacy,regardless of their pharmacy affiliation.Institutional Healthcare Providers:At McKesson,we are relentless in our pursuit of opportunities to achieve operational efficiency,reduce waste,and impro

53、ve the financial performance of our customers so they can achieve more of their goals today and into the future.Solutions include:RxO Advisory Services A suite of supply chain management,pharmacy optimization,and 340B program advisory services driven by data and analytics.Table of ContentsItem 1 Ind

54、exMcKESSON CORPORATION5McKesson Plasma and Biologics Specialty and plasma drug distributor that leads in market exclusive drug access;partner to health systems customers in navigating the complexities of limited distribution drug;and optimization of McKesson Distribution benefits.Outpatient and Spec

55、ialty Pharmacy A portfolio of services and solutions customized to each customers business and clinical strategy.Contracting and Contract/Purchasing Optimization Solutions across generics,specialty,branded products,biosimilars,and 340B products,for inpatient and outpatient settings.Supply Assurance

56、Solutions and strategies to enhance product availability and proactively manage inventory of critical items.Patient Assistance Solutions Technologies and services that enable health systems and providers to better financially support their patients and community benefit programs.The U.S.Pharmaceutic

57、al segment also offers solutions which enable its customers to drive greater efficiencies in their day-to-day operations,effectively managing their inventories and complying with complex government regulations.Solutions include McKesson Pharmacy Systems,MacroHelix,and Supply Logix,all of which provi

58、de innovative software technology and services that support retail pharmacies and hospitals.Oncology,Biopharma,and Other Specialty Partners:The U.S.Pharmaceutical segment provides a range of solutions to oncology and other specialty practices and offers community specialists(oncologists,rheumatologi

59、sts,ophthalmologists,urologists,neurologists,and other specialists)an extensive set of customizable solutions and services designed to strengthen core practice operations,enhance value-based care delivery,and expand their service offering to patients.Community-based physicians in this business have

60、broad flexibility and discretion to select the products and commitment levels that best meet their practice needs.Services in provider solutions include specialty drug distribution,group purchasing organizations(“GPO”)like Onmark,technology solutions,practice consulting services,and vaccine distribu

61、tion,including our exclusive distributor relationship with the Centers for Disease Control and Preventions(“CDC”)Vaccines for Children program.Additionally,McKesson has proudly supported the U.S.efforts to fight the pandemic caused by the SARS-CoV-2 coronavirus(“COVID-19”)by distributing certain COV

62、ID-19 vaccines since December 2020 at the direction of the U.S.government.This program concluded in the second quarter of fiscal 2024,at which point we began transitioning the distribution of COVID-19 vaccines commercially through our customer pharmaceutical distribution channels.This business provi

63、des a variety of solutions,including practice operations,healthcare information technology,revenue cycle management and managed care contracting solutions,evidence-based guidelines,and quality measurements to support The U.S.Oncology Network(“USON”),one of the nations largest networks of physician-l

64、ed,integrated,community-based oncology practices dedicated to advancing high-quality,evidence-based cancer care.SCRI Oncology,LLC,an oncology research business in which we own a 51%controlling interest,is one of the nations largest research networks and specializes in enhancing clinical trial access

65、 and availability across the country.This segment includes Ontada,McKessons oncology technology and insights business providing software to support the clinical,financial,and operational needs of our oncology practice customers.Ontada also partners with oncology providers and biopharma partners to p

66、erform real-world evidence studies,retrospective research,and to provide clinical data insights,advisory solutions and education opportunities.When we discuss specialty products or services,we consider the following factors:diseases requiring complex treatment regimens such as cancer and rheumatoid

67、arthritis;plasma and biologics products;ongoing clinical monitoring requirements,high-cost,special handling,storage,and delivery requirements and,in some cases,exclusive distribution arrangements.Our use of the term“specialty”may not be comparable to that used by other industry participants,includin

68、g our competitors.Table of ContentsItem 1 IndexMcKESSON CORPORATION6Prescription Technology Solutions Segment:Our Prescription Technology Solutions segment works across healthcare to connect patients,pharmacies,providers,pharmacy benefit managers,health plans,and biopharma to deliver medication acce

69、ss solutions that support patients from first prescription fill to ongoing therapy,regardless of their insurance coverage.RxTS has connections with most electronic health record systems,over 50,000 pharmacies,approximately 950,000 providers,most pharmacy benefit managers and health plans,and has sup

70、ported over 650 biopharma brands representing most therapeutic areas.Through its industry connections and ability to navigate the healthcare ecosystem,RxTS offers innovative solutions created to benefit healthcare stakeholders.Its comprehensive solution suites span across the entire patient journey,

71、including medication access and affordability,prescription decision support,prescription price transparency,benefit insight and dispensing support services,as well as third-party logistics and wholesale distribution support,to help increase speed to therapy,reduce prescription abandonment,and suppor

72、t improved health outcomes for the patient.In the past year,RxTS helped patients save more than$8.8 billion on brand and specialty medications,helped to prevent an estimated 10.7 million prescriptions from being abandoned due to affordability challenges,and helped patients access their medicine more

73、 than 94 million times.Medical-Surgical Solutions Segment:Our Medical-Surgical Solutions segment delivers medical-supply distribution,logistics,biomedical maintenance,and other services to healthcare providers across the alternate-site spectrum.Our more than 285,000 customers include physician offic

74、es,surgery centers,post-acute care facilities,hospital reference labs,and home health agencies.We partner with manufacturers and channel partners to support our key target end-markets,including primary care,extended care,government,and other markets.We distribute medical-surgical supplies(such as gl

75、oves,needles,syringes,and wound care products),infusion pumps,laboratory equipment,and pharmaceuticals.Through a network of distribution centers in the U.S.,we offer more than 245,000 products from national brand manufacturers and McKessons own brand of high-quality products.Through the right mix of

76、 products and services,we help improve efficiencies,profitability,and compliance.We also never lose focus on helping customers improve patient and business outcomes.We develop customized plans to address the product,operational,and clinical support needs of our customers,including inventory manageme

77、nt,reducing administrative burdens,and training and educating clinical staff.We deliver for our customers,so they can deliver and care for their patients.International Segment:Our International segment provides distribution and services to wholesale,institutional,and retail customers in Canada and E

78、urope where we own,partner,or franchise with retail pharmacies.Our operations in Canada also support better,safer patient care by delivering vital medicines,supplies,and information technology solutions to customers,and through several retail health and wellness brands,across Canada.McKesson Canada

79、is one of the largest pharmaceutical wholesale and retail distributors in Canada.The wholesale business delivers products to retail pharmacies,hospitals,long-term care centers,clinics and institutions in Canada through a national network of distribution centers and provides logistics and distributio

80、n services for manufacturers.Beyond wholesale pharmaceutical logistics and distribution,McKesson Canada provides automation and technology solutions to its retail and hospital customers.Additionally,McKesson Canada provides comprehensive specialty health services to Canadians and provides biopharma

81、services to manufacturers,including a national network of specialty pharmacies,personalized patient care and support programs,and INVIVA,Canadas first and largest accredited network of private infusion clinics.McKesson Canada also owns and operates PDCI,Canadas leading market access consultancy,supp

82、orting manufacturers as they introduce new products into the Canadian market.The Canada retail business includes approximately 2,700 banner pharmacies under the IDA,Guardian,The Medicine Shoppe,RemedysRx,Proxim,and Uniprix banners,and approximately 400 owned pharmacies under the RexallTM brand where

83、 we provide patients with greater choice and access,integrated pharmacy care and industry-leading service levels.McKesson Canada also owns and operates Well.caTM,a leading Canadian online health and wellness retailer.Table of ContentsItem 1 IndexMcKESSON CORPORATION7In July 2021,we announced our int

84、ention to exit our businesses in Europe.We divested the majority of our European businesses during fiscal 2022 and fiscal 2023.Our remaining operations in Europe provide distribution and services to wholesale and retail customers in Norway where we own,partner,or franchise with retail pharmacies.We

85、continue to evaluate suitable exit alternatives for our retail and distribution businesses in Norway.Refer to Financial Note 2,“Business Acquisitions and Divestitures,”to the consolidated financial statements included in this Annual Report for additional information on our European divestitures.Inve

86、stments,Restructuring,Business Combinations,and Divestitures We invest in new and existing distribution centers to increase scale and capacity,improve efficiency through automation and technology,and enhance regulatory compliance capabilities.Additionally,we invest in data and analytics to support o

87、ur growth priorities,including artificial intelligence(“AI”).We are in the early stages of exploring potential AI capabilities and related data and analytics across our enterprise to improve productivity and efficiency,as well as enhance our products and services to better support patients,employees

88、,and customers.We have undertaken additional strategic initiatives in recent years designed to increase operational efficiencies,focus on our core healthcare businesses,execute our business strategy,and enhance our competitive position.These initiatives are detailed in Financial Note 2,“Business Acq

89、uisitions and Divestitures,”and Financial Note 3,“Restructuring,Impairment,and Related Charges,Net,”to the consolidated financial statements included in this Annual Report.CompetitionWe operate in highly competitive environments in North America and Norway.In recent years,the healthcare industry has

90、 been subject to increasing consolidation.In the pharmaceutical distribution environment in which our U.S.Pharmaceutical and International segments operate,we face strong competition from international,national,regional,and local full-line,short-line,and specialty distributors,service merchandisers,

91、self-warehousing chain drug stores,manufacturers engaged in direct distribution,third-party logistics companies,and large payer organizations.We consider our largest competitors in distribution,wholesaling,and logistics to be Cencora,Inc.and Cardinal Health,Inc.Our retail businesses,which primarily

92、operate in our International segment,face competition from various global,national,regional,and local retailers,including chain and independent pharmacies.Our RxTS business experiences substantial competition from many companies,including other biopharma services companies,software services firms,co

93、nsulting firms,shared service vendors,and internet-based companies with technology applicable to the healthcare industry.Competition in this business varies in size from large to small companies,in geographical coverage,and in scope and breadth of products and services offered.Our Medical-Surgical S

94、olutions segment provides medical-surgical supply distribution,logistics,and other services to healthcare providers,including physician offices,surgery centers,nursing homes,hospital reference labs,home health care agencies,and other alternative sites with competition from a wide range of national a

95、nd regional medical supply and equipment distributors throughout the U.S.In addition,we compete with other service providers and healthcare manufacturers,as well as other potential customers of our businesses,which may from time to time decide to develop,for their own internal needs,supply managemen

96、t capabilities that might otherwise be provided by our businesses.We believe that our scale and diversity of product and service offerings are our primary competitive advantages.In all areas,key competitive factors include price,quality of service,breadth of product lines,innovation,adoption of new

97、and evolving technologies,and,in some cases,convenience to the customer.Patents,Trademarks,Copyrights,and LicensesMcKesson and its subsidiaries hold patents,copyrights,trademarks,and trade secrets related to McKesson products and services.We pursue patent protection for our innovations and obtain co

98、pyright protection for our original works of authorship when such protection is advantageous.Through these efforts,we have developed a portfolio of patents and copyrights in the U.S.and worldwide.In addition,we have registered or applied to register certain trademarks and service marks in the U.S.an

99、d in foreign countries.Table of ContentsItem 1 IndexMcKESSON CORPORATION8We believe that,in the aggregate,McKessons confidential information,patents,copyrights,trademarks,and intellectual property licenses are important to its operations and market position,but we do not consider any of our business

100、es to be dependent upon any one patent,copyright,trademark,or trade secret,or any family or families of the same.We cannot guarantee that our intellectual property portfolio will be sufficient to deter misappropriation,theft,or misuse of our technology,nor that we can successfully enjoin infringers.

101、We periodically receive notices alleging that our products or services infringe on third-party patents and other intellectual property rights.These claims may result in McKesson entering settlement agreements,paying damages,discontinuing use or sale of accused products,or ceasing other activities.Wh

102、ile the outcome of any litigation or dispute is inherently uncertain,we do not believe that the resolution of any of these infringement notices would have a material adverse impact on our results of operations.We hold inbound licenses for certain intellectual property that is used internally,and in

103、some cases,utilized in McKessons products or services.While in the future it may be necessary to seek or renew licenses relating to various aspects of our products and services,we believe,based upon past experience and industry practice,such licenses generally can be obtained on commercially reasona

104、ble terms.We believe our operations as well as our products and services are not materially dependent on any single license or other agreement with any third party.Human Capital Everything we do at McKesson begins with our employees,who bring our mission and purpose to life every day.As of March 31,

105、2024,we had approximately 51,000 employees worldwide,which includes 6,000 part-time employees.We had approximately 35,000 employees in the U.S.,13,000 employees in Canada,and 3,000 employees in Europe.Our employees in Europe primarily support our operations in Norway.We also supplement our work-forc

106、e with contractors and/or consultants for certain business projects,processes,and/or operations as demand requires.Inclusion and Belonging:As a company,we believe building a more inclusive future is everyones responsibility.We build successful teams by fostering a culture of inclusion and belonging

107、and ensuring we attract and retain the best talent at all levels of our organization.To help strengthen our company,we offer various learning opportunities,such as our company-wide inclusion curriculum and additional initiatives to recognize,value and leverage the diversity of our workforce,enhance

108、the inclusiveness of our culture and candidly discuss important topics happening in the world around us.We also offer employees the opportunity to join employee resource groups(“ERGs”),which are voluntary,employee-led,company-sponsored networks that aim to make a positive impact on our employees liv

109、es.Our ERGs focus on helping employees make authentic connections,share and affirm their identities and perspectives,showcase leadership skills and find ways to nurture and support belonging and empowerment.Our 11 ERGs provide a sense of community and insights into the perspectives and experiences a

110、cross different ethnicities,genders,generations,abilities,and/or military/veteran status,as well as supporting members and allies of the LGBTQIA+community.At March 31,2024,women and people of color represented the following:McKessonOverallMcKessonLeadership(2)Metric(1)Women 62%43%People of Color(3)(

111、4)49%28%(1)The data for our metrics is derived from our voluntary self-identification process as of March 31,2024 and therefore represents our best estimate at this time.(2)Represents our leadership at the vice president level and above.(3)Represents U.S.employees only because the data for Canada an

112、d Europe is not available.(4)People of Color includes the following self-identification categories:American Indian or Alaska Native,Asian,Black or African American,Hispanic or Latino,Native Hawaiian or Other Pacific Islander,or Two or More Races.Table of ContentsItem 1 IndexMcKESSON CORPORATION9Cult

113、ure and Leadership:One of McKessons defining characteristics is our strong culture.Every day,we bring our employee value proposition to life by taking pride in fostering a sense of belonging,finding meaning in our work,and caring for each other,our customers,and all those who depend on us.More than

114、two decades ago,our leadership team created a foundational set of values grounded in the belief that the way we do business is just as important as the business itself.Today,our I2CARE values(Integrity,Inclusion,Customer-First,Accountability,Respect,Excellence)and ILEAD leadership behaviors(Inspire,

115、Leverage,Execute,Advance,Develop)continue to stand the test of time and remain at the core of our daily actions from how we interact with each other and our customers,to how we make decisions,both big and small.As we work to shape the future of health and embrace the ongoing evolution of our company

116、,we will continue to utilize our strengths to drive lasting change while remaining deeply rooted in our purpose of Advancing Health Outcomes for All.Investment in Employees:As an industry leader,we are committed to investing in our people,so that they,in turn,can focus on making better health possib

117、le for people everywhere.We are committed to nurturing a culture of wellbeing that empowers our employees to be at their best,including offering health and wellness benefits to advance their physical,mental,and social well-being,savings programs to help prepare them for retirement and flexible work

118、arrangements,among other offerings,when possible.To support growth and career development,we offer employees regular training,coaching,and 360-degree assessments,and financial assistance programs for higher education opportunities.To provide compensation that is focused on attracting and retaining t

119、alent with the skills and experience necessary for a specific role,our compensation program is built on a set of quantifiable factors defined by our guiding principles of internal equity,market competitiveness and pay for performance.We operate in several countries and our benefits vary accordingly.

120、Our compensation philosophy is rooted in a commitment to our people by offering a fair and transparent program that regularly assesses the competitive job market based on geography and cost of labor.We use external resources to provide competitive benchmarking analyses against other companies and se

121、t pay ranges around the median of the competitive market.As part of our commitment to pay transparency,the majority of our employees can view the competitive base pay range for their roles as well as for internal and external job postings.Also,the pay range for external job postings is included on M

122、cKessons website( under the“Careers”caption).As we strive to become the best place to work in healthcare,we actively seek employee feedback through annual and mid-year employee opinion surveys,which assesses our employees levels of engagement,commitment and overall satisfaction using industry benchm

123、arks,and then design action plans to improve those metrics.We also seek feedback on our people leaders through our annual manager quality survey,which is an opportunity for employees to help their managers grow professionally and build valuable leadership skills that help to promote a positive and p

124、roductive workplace.Health and Safety:Our security and safety teams employ systems designed to continually monitor our facilities and work environment to help identify and prevent or mitigate potential risks.This includes having procedures in place and investing in equipment for both physical and el

125、ectronic security.We routinely assess facilities to closely monitor adherence to established security and safety standards.If we identify a vulnerability,it is documented,and the facility prepares an action plan.Our employees receive specialized training related to their role,work setting,and equipm

126、ent used in their work environment.As our processes evolve,we update relevant safety training modules,which may include new employee training programs.Government RegulationWe operate in many highly regulated industries and are subject to oversight by various federal,state,and local governmental enti

127、ties in the U.S.and elsewhere.We incur significant expense and make large capital expenditures and investments to enable us to comply with regulations and guidance promulgated by governmental entities.See“Risk Factors”in Item 1A of Part I below for information regarding material risks associated wit

128、h our compliance with governmental regulations.Table of ContentsItem 1 IndexMcKESSON CORPORATION10Controlled Substances:We are subject to the operating and security standards of the U.S.Drug Enforcement Administration(“DEA”),the U.S.Food and Drug Administration(“FDA”),the U.S.Department of Health an

129、d Human Services(”HHS”),the Centers for Medicare&Medicaid Services(“CMS”),various state boards of pharmacy,state health departments,and comparable agencies in the U.S.and other countries.Certain of our businesses may be required to register for permits and/or licenses with government agencies,depend

130、ing upon the type of operations and location of product development,manufacture,distribution,and sale.For example,we are required to hold valid DEA and state-level registrations and licenses,meet various security and operating standards,and comply with the Controlled Substances Act and its accompany

131、ing regulations governing the sale,marketing,packaging,holding,distribution,and disposal of controlled substances.We maintain extensive controlled substance monitoring and reporting programs at considerable expense in order to help us meet those standards.Government Contracts:Our contracts with gove

132、rnment entities typically are subject to procurement laws that include socio-economic,employment practices,environmental protection,recordkeeping and accounting,and other requirements.These statutory and regulatory requirements complicate our business and increase our compliance burden.We are subjec

133、t to audits,investigations,and oversight proceedings about our compliance with contractual and legal requirements.Federal,state,and local governmental entities in the U.S.and elsewhere continue to strengthen their position and scrutiny of practices that may indicate fraud,waste,and abuse affecting g

134、overnment healthcare programs such as Medicare and Medicaid.Our relationships with pharmaceutical and medical surgical product manufacturers,healthcare providers,and other companies and individuals,as well as our provision of products and services to government entities,subject our business to statu

135、tes,regulations,and government guidance that are intended to prevent fraud and abuse.Among other things,those laws:(1)prohibit persons from soliciting,offering,receiving,or paying any remuneration in order to induce the referral of an individual for,or to induce the ordering or purchasing of,items o

136、r services that are in any way paid for by Medicare,Medicaid,or other government healthcare programs;(2)impose many 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 c

137、laim for payment to,and knowing retention of an overpayment by,a federal healthcare program such as Medicare and Medicaid.Many of these laws are vague or indefinite and are often subject to varied and evolving interpretations by courts,regulators,and enforcing agencies and,as such,may be interpreted

138、 or applied by a prosecutorial,regulatory,or judicial authority in a manner that could require us to make changes in our operations at added expense.Healthcare Program Regulation:In the U.S.,the Patient Protection and Affordable Care Act(“ACA”)significantly expanded health insurance coverage to unin

139、sured Americans and changed the way healthcare is financed by both governmental and private payors.The implementation of the Inflation Reduction Act of 2022(the“IRA”)has begun to change benefit design and how Medicare pays for drugs,which are all intended to reduce the price of drugs.Three central f

140、eatures of the IRA have authorized the government to negotiate drug prices for certain Parts B and D drugs over time,establish an inflation rebate program,and cap patient cost sharing under Medicare Part D.Provincial governments in Canada that provide partial funding for the purchase of pharmaceutic

141、als 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

142、 pharmacists by generic drug manufacturers.McKesson continues to advocate for policies that would improve drug cost transparency under a patients drug plan to better inform prescribing decisions,and also address access to care,affordability,and treatment regimen adherence,all designed to improve cli

143、nical outcomes and reduce the health spending burden.FDA Regulation and Supply Chain Integrity:In the U.S.,the FDA is the principal federal authority that regulates the safety,efficacy,quality,testing,premarket approval,manufacture,labeling,storage,distribution,and post-market surveillance of health

144、care products,such as drugs and medical devices,foods,and cosmetics.Table of ContentsItem 1 IndexMcKESSON CORPORATION11Certain federal and state laws regulate the pharmaceutical drug supply chain in order to prevent the distribution of counterfeit,stolen,contaminated,or otherwise harmful prescriptio

145、n drugs in interstate commerce.At the federal level,the Drug Supply Chain Security Act(“DSCSA”)requires standardized,unit-level traceability of pharmaceutical products along the entire drug supply chain and requires all trading partners to cooperate in an electronic,interoperable prescription drug t

146、raceability system.In August 2023,the FDA established a one-year stabilization period to certain DSCSA requirements that allows trading partners to implement,troubleshoot,and mature their electronic interoperable systems until the stabilization period ends on November 27,2024.The FDA has also issued

147、 a proposed rule that would establish national standards for the licensure of wholesale drug distributors and third-party logistic providers and other requirements applicable to these entities.These federal and state regulatory requirements increase our compliance burden and our distribution costs.C

148、ybersecurity,Data Security,and Privacy:We are subject to many cybersecurity,privacy,and data protection laws that change frequently and have requirements that vary from jurisdiction to jurisdiction.Our efforts to comply with these laws complicates our operations and adds to our costs.We are subject

149、to significant compliance obligations under privacy laws such as the Health Insurance Portability and Accountability Act of 1996(“HIPAA”),the General Data Protection Regulation(“GDPR”)in the European Union,the Personal Information Protection and Electronic Documents Act(“PIPEDA”)in Canada,and an exp

150、anding list of comprehensive state privacy laws in the U.S.Some privacy laws prohibit the transfer of personal information to certain other jurisdictions or otherwise limit our use of data.Many of these laws also require us to provide access or other data rights(modification,deletion,portability,etc

151、.)to consumers and patients individual personal data records within specified periods of time.Cybersecurity laws such as the federal Cyber Incident Reporting for Critical Infrastructure Act of 2022,proposed Federal Acquisition Regulations,and recent amendments to SEC reporting requirements may requi

152、re us to provide notifications of certain cybersecurity incidents before our investigations are complete and within short timeframes.Regulations and guidance targeting critical infrastructure entities,including McKesson,continue to be a focus of regulators.We are subject to privacy and data protecti

153、on compliance audits or investigations by various government agencies.The introduction of new technologies,such as AI,may result in additional regulation.Environmental Regulation:We are subject to many environmental and hazardous materials regulations,including those relating to radiation-emitting e

154、quipment operated at U.S.Oncology Network practices.Additionally,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 hazardo

155、us substances and wastes,and the cleanup of contaminated sites.We sold our chemical distribution operations in 1987 and retained responsibility for certain environmental obligations.Agreements with the U.S.Environmental Protection Agency and certain states have required and may require environmental

156、 assessments and cleanups at several closed sites.These matters are described further in Financial Note 17,“Commitments and Contingent Liabilities,”to the consolidated financial statements included in this Annual Report.Climate Change Regulation:Governments in the U.S.and abroad have adopted or are

157、considering new or expanded policies and laws to address climate change.Such policies and laws may require or necessitate reductions of greenhouse gas(“GHG”)emissions,mandates that companies implement processes and controls to monitor and disclose climate-related matters,additional taxes or offset c

158、harges on specified energy sources,and other requirements.Compliance with climate-related policies and laws may be further complicated by disparate regulatory approaches in various jurisdictions.Methodologies for reporting climate-related information may change and previously reported information ma

159、y be retroactively adjusted,if required.New or expanded climate-related policies and laws could impose costs on us,including capital expenditures to develop data gathering and reporting systems,costly third-party attestations,and additional GHG reduction measures.Until the timing and extent of clima

160、te-related policies and laws are clarified,including due to legal challenges,we cannot predict their potential effect on our capital expenditures,results of operations,or competitive position.Table of ContentsItem 1 IndexMcKESSON CORPORATION12Other Information about the BusinessCustomers:During fisc

161、al 2024,sales to our ten largest customers,including group purchasing organizations(“GPOs”)accounted for approximately 69%of our total consolidated revenues.Sales to our largest customer,CVS Health Corporation(“CVS”),accounted for approximately 28%of our total consolidated revenues in fiscal 2024.In

162、 fiscal 2023,we extended our pharmaceutical distribution partnership with CVS to June 2027.Our ten largest customers comprised approximately 43%,and CVS was approximately 24%,of our total trade accounts receivable at March 31,2024.We also have agreements with GPOs,each of which functions as a purcha

163、sing agent on behalf of member hospitals,pharmacies,and other healthcare providers,as well as with government entities and agencies.The accounts receivable balances are with individual members of the GPOs,and therefore no significant concentration of credit risk exists.Substantially all of these rev

164、enues and accounts receivable are included in our U.S.Pharmaceutical segment.Suppliers:We obtain pharmaceutical and other products from manufacturers and our largest supplier accounted for 12%of our total purchases in fiscal 2024.The loss of a supplier could adversely affect our business if alternat

165、e sources of supply are unavailable.We believe that our relationships with our suppliers are generally sound.The ten largest suppliers in fiscal 2024 accounted for approximately 67%of our total purchases.Some of our distribution arrangements with manufacturers provide us consideration based on a per

166、centage of our purchases.In addition,we have certain distribution arrangements with pharmaceutical manufacturers that include an inflation-based consideration component whereby we benefit when the manufacturers increase their prices as we sell our existing inventory at the new higher prices.For thes

167、e 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 an adverse impact on our gross profit margin.Research and Development:Research and development expenses were$77 million,$89 million,and$70 milli

168、on for the years ended March 31,2024,2023,and 2022,respectively.Financial Information About Foreign and Domestic Operations:Certain financial information relating to foreign and domestic operations is discussed in Financial Note 20,“Segments of Business,”to the consolidated financial statements incl

169、uded in this Annual Report as well as in“Foreign Operations”in Item 7 of Part II of this Annual Report.See“Risk Factors”in Item 1A of Part I below for information regarding risks associated with our foreign operations.Forward-Looking StatementsThis Annual Report,including“Managements Discussion and

170、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(“Securities Act”)and Section 21E of the Exchange

171、Act.Forward-looking statements may be identified by their use of terminology such as“believes,”“expects,”“anticipates,”“may,”“will,”“should,”“seeks,”“approximately,”“intends,”“projects,”“plans,”“estimates,”“targets,”or the negative of these words or other comparable terminology.The discussion of fin

172、ancial trends,strategy,plans,assumptions,expectations,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 p

173、redict or identify all such risks and uncertainties,they include,but are not limited to,the factors discussed in Item 1A of Part I of this report under“Risk Factors”and in our publicly available SEC filings and press releases.Readers are cautioned not to place undue reliance on forward-looking state

174、ments,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 any forward-looking statements to reflect events or circumstances after the date the statements

175、 are made,or to reflect the occurrence of unanticipated events.Table of ContentsItem 1 IndexMcKESSON CORPORATION13Available InformationWe routinely post on our company website,and via our social media channels,information that may be material to investors,including details and updates to information

176、 disclosed elsewhere,which may include business developments,earnings and financial performance,sustainability matters,and materials for presentations to investors and financial analysts.Investors are encouraged to monitor our website .Interested parties can sign up on our website,including our Inve

177、stor Relations site,to receive automated e-mail alerts,such as via RSS newsfeed,when we post certain information.Interested parties can also follow our social media feed McKesson on X,formerly known as Twitter.The content on any website or social media channel is not incorporated by reference into t

178、his report,unless expressly noted otherwise.Item 1A.Risk Factors.INDEX TO RISK FACTORSSectionPageLitigation and Regulatory Risks.14Company and Operational Risks .16Industry and Economic Risks .21General Risks .24The discussion below identifies certain representative risks that might cause our actual

179、 business results to materially differ from our estimates.It is not practical to identify or describe all risks and uncertainties that might materially impact our business operations,reputation,financial position,or results of operations.Our business could be materially affected by risks that we hav

180、e not yet identified or that we currently consider to be immaterial.This is not a complete discussion of all potential risks and uncertainties.Litigation and Regulatory RisksWe experience costly and disruptive legal disputes.We are routinely named as a defendant in litigation or regulatory proceedin

181、gs and other legal disputes,which may include asserted class action litigation,such as those described in Financial Note 17,“Commitments and Contingent Liabilities,”to the consolidated financial statements included in this Annual Report.Regulatory proceedings involve allegations such as false claims

182、,healthcare fraud and abuse,and antitrust violations.Civil litigation proceedings involve commercial,employment,environmental,intellectual property,tort,and other claims.Despite valid defenses that we assert,legal disputes are often costly,time-consuming,distracting to management,and disruptive to n

183、ormal business operations.The uncertainty and expense associated with unresolved legal disputes might harm our business and reputation even if the matter ultimately is favorably resolved.The outcome of legal disputes is difficult to predict,and outcomes may occur that we believe are not justified by

184、 the evidence or existing law.Outcomes include monetary damages,penalties and fines,and injunctive or other relief that requires us to change our business operations and incur significant expense.Accordingly,legal disputes might have a materially adverse impact on our reputation,our business operati

185、ons,and our financial position or results of operations.We experience losses not covered by insurance or indemnification.Our business exposes us to risks that are inherent in the distribution,manufacturing,dispensing,and administration of pharmaceuticals and medical-surgical supplies,the provision o

186、f ancillary services,the conduct of our payer businesses,practice support services,and the provision of products that assist clinical decision-making and relate to patient medical histories and treatment plans.For example,pharmacy operations are exposed to risks such as improper filling of prescript

187、ions,mislabeling of prescriptions,inadequacy of warnings,unintentional distribution of counterfeit drugs,and expiration of drugs.Although we seek to maintain adequate insurance coverage,such as property insurance for inventory and professional and general liability insurance,coverages on acceptable

188、terms might be unavailable,or coverages might not cover our losses.We generally seek to limit our contractual exposure,but limitations of liability or indemnity provisions in our contracts may not be enforceable or adequately protect us from liability.Uninsured or non-indemnified losses might have a

189、 materially adverse impact on our business operations and our financial position or results of operations.Table of ContentsItem 1 IndexMcKESSON CORPORATION14We experience costly legal disputes,government actions,and adverse publicity regarding our role in distributing controlled substances such as o

190、pioids.The Company is a defendant in many litigation matters alleging claims related to the distribution of controlled substances(opioids),as described in Financial Note 17,“Commitments and Contingent Liabilities,”to the consolidated financial statements in this Annual Report.We are sometimes named

191、as a defendant in similar,new cases.The plaintiffs in those cases include governmental entities(such as states,provinces,counties,and municipalities)as well as businesses,groups,and individuals.The cases allege violations of controlled substance laws and other laws,and they make common law claims su

192、ch as negligence and public nuisance.Many of these cases raise novel theories of liability and can have unexpected outcomes that we believe are not justified by evidence or existing law.Legal proceedings such as these often involve significant expense,management time and distraction,and risk of loss

193、 that can be difficult to predict or quantify.It is not uncommon for claims to be resolved over many years.Outcomes include monetary damages,penalties and fines,and injunctive or other relief that requires us to change our business operations and incur significant expense.Although the Company has va

194、lid defenses and is vigorously defending itself,some proceedings have been and others may be resolved by negotiated outcome.For example,we are subject to consent decrees issued by state courts that govern our distribution of controlled substances.Not all proceedings,however,are resolved by settlemen

195、t.Our reputation has been and may continue to be impacted by publicity regarding opioids litigation and related allegations.An adverse outcome of any such legal proceedings might have a materially adverse impact on our business operations and our financial position or results of operations.We experi

196、ence increased costs to distribute controlled substances such as opioids.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 pas

197、sed 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 impac

198、t on our reputation,our business operations,and our financial position or results of operations.We are subject to extensive,complex,and challenging healthcare,environmental,and other laws.As described in“Government Regulation”in Item 1 of Part I above,our industry is highly regulated,and further reg

199、ulation of our distribution businesses,technology 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 Co

200、mpany to litigation and regulatory investigations.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 government agencies to determine compliance

201、with various statutes and regulations.Any noncompliance by us with applicable laws or the failure to maintain,renew,or obtain necessary permits and licenses could lead to enforcement actions or litigation and might have a materially adverse impact on our business operations and our financial positio

202、n or results of operations.We are subject to extensive and frequently changing laws relating to healthcare fraud,waste,and abuse.As described in“Government Regulation”in Item 1 of Part I above,federal,state,and local governmental entities in the U.S.and elsewhere continue to strengthen their positio

203、n and scrutiny over practices that may indicate fraud,waste,and abuse affecting government healthcare programs such as Medicare and Medicaid.Those laws may be interpreted or applied in a manner that could require us to make changes in our operations at added expense.Failures to comply with those law

204、s,including the federal Anti-Kickback Statute,might expose us to federal or state government investigations or qui tam actions,and to liability for damages and civil and criminal penalties.Such failures might result in the loss of licenses or our ability to participate in Medicare,Medicaid,or other

205、federal and state healthcare programs,or pursue government contracts.These sanctions might have a materially adverse impact on our business operations and our financial position or results of operations.Table of ContentsItem 1A IndexMcKESSON CORPORATION15We might lose our ability to purchase,compoun

206、d,store,or distribute pharmaceuticals and controlled substances.As described in“Government Regulation”in Item 1 of Part I above,we are subject to the operating,quality,regulatory,and security requirements of the DEA,the FDA,various state boards of pharmacy,state health departments,the CMS,and other

207、comparable agencies.Noncompliance with these requirements can result in inspectional observations,warning letters,product recalls,seizures,injunctions,and other administrative,civil,and criminal enforcement actions.Noncompliance,enforcement actions,or adverse decisions by regulators,or the inability

208、 to obtain,maintain,or renew permits,licenses,or other regulatory approvals needed for the operation of our businesses might have a materially adverse impact on our business operations and our financial position or results of operations.Privacy,data protection,and cybersecurity laws increase our com

209、pliance burden.As described in“Government Regulation”in Item 1 of Part I above,we are subject to a variety of privacy and data protection laws that change frequently and have requirements that vary from jurisdiction to jurisdiction.Failure to comply with these laws subjects us to potential regulator

210、y enforcement activity,fines,private litigation including class actions,reputational impacts,and other costs.We also have contractual obligations that might be breached if we fail to comply with privacy and data security laws.Our efforts to comply with privacy and data security laws complicate our o

211、perations and add to our costs.A significant 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,might have a materially adverse impact on our reputation,our business operations,and ou

212、r financial position or results of operations.Anti-bribery and anti-corruption laws increase our compliance burden.We are subject to laws prohibiting improper payments and bribery,including the U.S.Foreign Corrupt Practices Act,the U.K.Bribery Act,and similar regulations in other jurisdictions.Our f

213、ailure to comply with these laws might subject us to civil and criminal penalties that might have a materially adverse impact on our reputation,our business operations,and our financial position or results of operations.Company and Operational RisksWe might record significant charges from impairment

214、 to goodwill,intangibles,and other long-lived assets.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 pe

215、rformance 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 Companys stock price and/or market capitalization for a sustained period of time.In addition,we periodically review our intan

216、gible and other long-lived assets for impairment when events or changes in circumstances,such as a divestiture,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 and other long-lived assets

217、may not be recoverable include slower growth rates,the loss of a significant customer,burdensome new laws,or divestiture of a business or asset for less than its carrying value.There are inherent uncertainties in managements estimates,judgments,and assumptions used in assessing recoverability of goo

218、dwill,intangibles,and other long-lived assets.Any material changes in key assumptions,including failure to meet business plans,negative changes in government reimbursement rates,a deterioration in the U.S.and global financial markets,an increase in interest rates,an increase in inflation,or an incre

219、ase in the cost of equity financing by market participants within the industry,or other unanticipated events and circumstances,may decrease the projected cash flows or increase the discount rates and could potentially result in an impairment charge.We may be required to record a significant charge t

220、o earnings in our consolidated financial statements during the period in which any impairment of our goodwill or intangible and other long-lived assets is determined,which might have a materially adverse impact on our business operations and our financial position or results of operations.Table of C

221、ontentsItem 1A IndexMcKESSON CORPORATION16We experience cybersecurity incidents that might significantly compromise our technology systems or might result in material data breaches.We,our external service providers,vendors,and other third parties with which we do business,use technology and systems

222、to perform our business operations,such as the secure electronic transmission,processing,storage,and hosting of sensitive information,including protected health information and other types of personal information,confidential financial information,proprietary information,and other sensitive informat

223、ion relating to our customers,company,and workforce.Despite conducting our own physical,technical,and administrative security measures as well as third party risk management processes as discussed in“Cybersecurity”in Item 1C of Part I below,technology systems and operations of the Company and third

224、parties,including our external service providers and vendors,with which we do business have experienced cybersecurity incidents and are subject to future cyberattacks and cybersecurity incidents.Cybersecurity incidents include unauthorized occurrences on or conducted through our or our third parties

225、 information systems,such as tampering,malware insertion,ransomware attacks,or other system integrity events.The risk and efficacy of cyberattacks increases from time to time due to a variety of internal and external factors,including the adoption of sophisticated and rapidly evolving techniques,suc

226、h as adversarial AI,and during political tensions,military conflicts,or civil unrest.A cybersecurity incident might involve a material data breach or other material impact to the confidentiality,integrity,availability,and operations of our technology systems or data,which might result in harm to pat

227、ients,consumers,or employees;litigation or regulatory action;disruption of our business operations;loss of customers or revenue;cash flow impacts;and increased expense.Any of these scenarios might have a materially adverse impact on our business,our reputation,and our financial position or results o

228、f operations.We experience significant problems with information systems or networks.We rely on sophisticated information systems and networks to perform our business operations,such as to obtain,rapidly process,analyze,and manage data that facilitate the purchase and distribution of thousands of in

229、ventory items from distribution centers.We provide remote services that involve hosting customer data and operating software on our own or third-party systems.Our customers rely on their ability to access and use these systems and their data as needed.The networks and hosting systems are vulnerable

230、to interruption or damage from sources beyond our control,such as power loss,telecommunications failures,fire,natural disasters,including as a result of climate change,software and hardware failures,and cybersecurity incidents.If those information systems or networks suffer errors,interruptions,or b

231、ecome unavailable,or if the timely delivery of medical care or other customer business requirements are impaired by data access,network,or systems problems,we might experience injury to patients or consumers,litigation or regulatory action,disruption of our business operations,loss of customers or r

232、evenue,cash flow impacts,and increased expense.Any such problems might have a materially adverse impact on our business,our reputation,and our financial position or results of operations.Our technology products or services might not conform to specifications or perform as we intend.We sell and provi

233、de services involving complex software and technology that may contain errors,especially when first introduced to market.Healthcare professionals delivering patient care tend to have heightened sensitivity to system and software errors.If our software and technology services are alleged to have cont

234、ributed to faulty clinical decisions,compromised continuity of patient care,or injury to patients,we might be subject to regulatory scrutiny,claims or litigation by users of our software or services and/or their patients.Errors or failures might damage our reputation and negatively affect future sal

235、es.A failure of a system or software to conform to specifications might constitute a breach of warranty that could result in repair costs,contract termination,refunds of amounts previously paid,or claims for damages.These risks can be heightened upon the adoption of rapid evolution or new technologi

236、es,including AI,and may introduce new or expanded risks,such as data inaccuracy,unreliability,or bias.Any of these types of errors or failures might have a materially adverse impact on our reputation,our business operations,and our financial position or results of operations.Pharmaceutical and medic

237、al products that we distribute might not conform to specifications or perform as intended.We distribute pharmaceutical,medical,and other FDA-regulated products manufactured by third parties and by our private label businesses,including medications that may be temperature sensitive and have limited s

238、helf lives.Our systems and procedures are designed to maintain the safety and efficacy of the products throughout the sourcing and distribution process.Issues affecting product efficacy or safety can arise from manufacturing,storing,distributing,dispensing or using products,and can result in safety

239、alerts,recalls,regulatory action,civil lawsuits,fines or other sanctions,and reputational damage.Any of these types of issues or results might have a materially adverse impact on our reputation,our business operations,and our financial position or results of operations.Table of ContentsItem 1A Index

240、McKESSON CORPORATION17We might not realize expected benefits from business process initiatives.We may implement restructuring,cost reduction,or other business process initiatives that might result in significant charges and expenses,failures to achieve our desired objectives,or unintended consequenc

241、es such as distraction of our management and employees,business disruption,attrition beyond any planned reduction in workforce,inability to attract or retain key personnel and reduced employee productivity.Any of these risks might have a materially adverse impact on our business operations and our f

242、inancial position or results of operations.We might be unable to successfully complete or integrate acquisitions or other business combinations.Our growth strategy includes consummating acquisitions or other business combinations that either expand or complement our business.To fund acquisitions,we

243、may require financing that may not be available on acceptable terms.We may not receive regulatory approvals needed to complete proposed transactions,or such approvals may be subject to delays or conditions that reduce transaction benefits.Achieving the desired outcomes of business combinations invol

244、ves significant risks including:diverting managements attention from other business operations;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 p

245、ersonnel;unanticipated accounting or financial systems issues with the acquired business,which might affect our internal controls over financial reporting;unanticipated compliance issues in the acquired business;unknown or unanticipated cybersecurity issues;challenges retaining customers of the acqu

246、ired 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.Any of these risks could adversely affect our ability to achieve the anticipated benefits of

247、 an acquisition and might have a materially adverse impact on our business operations and our financial position or results of operations.We might be adversely impacted by delays or other difficulties with divestitures.When we decide to sell assets or a business,we may encounter difficulty in findin

248、g buyers or exit strategies on acceptable terms or in a timely manner,which could delay the achievement of our strategic objectives.After the disposition,we might experience greater dissynergies than expected,and the impact of the divestiture on our revenue or profit might be larger than we expected

249、.We might have difficulties with pre-closing conditions such as regulatory and governmental approvals,which could delay or prevent the divestiture.We might have financial exposure in a divested business,such as through minority equity ownership,financial or performance guarantees,indemnities,or othe

250、r obligations,such that conditions outside of our control might negate the expected benefits of the disposition.Any of these risks could adversely affect our ability to achieve the anticipated benefits of a divestiture and might have a materially adverse impact on our business operations and our fin

251、ancial position or results of operations.We might not realize the expected tax treatment from our split-off of Change Healthcare.On March 10,2020,the Company completed a separation of its interest in Change Healthcare LLC(“Change Healthcare JV”).The divestiture was effected through the split-off of

252、PF2 SpinCo,Inc.(“SpinCo”),a wholly owned subsidiary of the Company that held all of the Companys interest in the Change Healthcare JV,to certain of the Companys stockholders through an exchange offer(the“Exchange Offer”),followed by a merger of SpinCo with and into Change Healthcare Inc.(“Change”),w

253、ith Change surviving the merger(the“Merger”and,together with the Exchange Offer,the“Transactions”).The Company received an opinion from outside legal counsel to the effect that the Transactions qualified as generally tax-free transactions to the Company and its shareholders for U.S.federal income ta

254、x purposes.An opinion of legal counsel is not binding on the Internal Revenue Service(the“IRS”)or the courts,and the IRS or the courts may not agree with the intended tax-free treatment of the Transactions.In addition,the opinion could not be relied upon if certain assumptions,representations,and un

255、dertakings upon which the opinion was based are materially inaccurate or incomplete,or are violated in any material respect.If the intended tax-free treatment of the Transactions is not sustained,the Company and its stockholders who participated in the Transactions may be required to pay substantial

256、 U.S.federal income taxes.In connection with the Transactions,the Company,SpinCo,Change,and the Change Healthcare JV entered into the Tax Matters Agreement,which governs their respective rights,responsibilities,and obligations with respect to tax liabilities and benefits,tax attributes,tax contests,

257、and other tax sharing regarding U.S.federal,state,and local,and non-U.S.taxes,other tax matters,and related tax returns.Under the Tax Matters Agreement,Change is required to indemnify the Company if the Transactions become taxable as a result of certain actions by Change or SpinCo,or as a result of

258、certain changes in ownership of the stock of Change after the Merger.If Change does not honor its obligations to indemnify the Company,or if the Transactions fail to qualify for the intended tax-free treatment for reasons not related to a disqualifying action by Change or SpinCo,the resulting tax to

259、 the Company could have a significant adverse effect on our financial position or results of operations.Table of ContentsItem 1A IndexMcKESSON CORPORATION18We might be adversely impacted by outsourcing or similar third-party relationships.We rely on third parties to perform certain business and admi

260、nistrative functions for us.We might not adequately develop,implement,and monitor these outsourced service providers,and we might not realize expected cost savings or other benefits.Third-party services providers experience cybersecurity incidents and can fail to perform their obligations due to var

261、ious causes,which might cause us to incur operational difficulties,additional compliance requirements,or increased costs related to outsourced services.For example,our ability to use outsourcing resources in certain jurisdictions might be limited by legislative action or customer contracts,with the

262、result that the work must be performed at greater expense or we may be subject to sanctions for non-compliance.Any of these risks might have a materially adverse impact on our business operations and our financial position or results of operations.We may be unsuccessful in achieving our strategic gr

263、owth objectives.Our business strategy as a diversified healthcare services company includes investing to build an integrated oncology service business and expand our biopharma services business.Our ability to grow those businesses will depend on our:hiring and retaining talented individuals with nec

264、essary knowledge and skills;acquiring,developing,and implementing new technologies and capabilities;forming and expanding business relationships;and successfully competing against providers of similar services.New technologies may not result in the benefits we anticipate or enable us to maintain a c

265、ompetitive advantage.AI technology is continuously evolving,and the AI technologies we employ may become obsolete earlier than planned.Additionally,some historical competitors and a growing number of new competitive entrants have more experience than we do in enabling technologies such as data analy

266、tics,machine learning,or AI.We may not achieve our desired return on our investments through our growth strategies.If we fail to achieve acceptable sales and profitability in our strategic growth areas,it might have a materially adverse impact on our business prospects and our financial position or

267、results of operations.We are impacted by customer purchase reductions,contract non-renewals,payment defaults,and bankruptcies.Some of our customers from time to time reduce the amounts they purchase from us,do not renew their purchase contracts with us,delay or default on their payments to us,or avo

268、id payments to us through bankruptcy proceedings.At March 31,2024,sales to our largest customer represented approximately 28%of our total consolidated revenues and approximately 24%of our total trade receivables,and those of our ten largest customers combined accounted for approximately 69%of our co

269、nsolidated revenues and approximately 43%of our trade receivables.Refer to“Other Information about the Business”in Item 1 of Part I above for additional details on our customers.One or more customer purchase reductions,contract non-renewals,payment defaults,or bankruptcies might have a materially ad

270、verse impact on our business operations and our financial position or results of operations.Our contracts with government entities involve future funding and compliance risks.Our contracts with government entities are subject to risks such as lack of funding and compliance with unique requirements.F

271、or example,government contract purchase obligations are typically subject to the availability of funding,which may be eliminated or reduced.In addition,the future volume of products or services purchased by a government customer is often uncertain.Our government contracts might not be renewed or mig

272、ht be terminated for convenience with little prior notice.Government contracts typically expose us to higher potential liability than do other types of contracts.In addition,government contracts typically are subject to procurement laws that include socio-economic,employment practices,environmental

273、protection,recordkeeping and accounting,and other requirements.For example,our contracts with the U.S.government generally require us to comply with the Federal Acquisition Regulations,Procurement Integrity Act,Buy American Act,Trade Agreements Act,and other laws and regulations.We are subject to go

274、vernment audits,investigations,and oversight proceedings.Government agencies routinely review and audit government contractors to determine whether they are complying with contractual and legal requirements.If we fail to comply with these requirements,or we fail an audit,we may be subject to various

275、 sanctions such as monetary damages,criminal and civil penalties,termination of contracts,and suspension or debarment from government contract work.These requirements complicate our business and increase our compliance burden.The occurrence of any of these risks could harm our reputation and might h

276、ave a materially adverse impact on our business operations and our financial position or results of operations.Table of ContentsItem 1A IndexMcKESSON CORPORATION19We might be harmed by changes in our relationships or contracts with suppliers.We attempt to structure our pharmaceutical distribution ag

277、reements with manufacturers to ensure that we are appropriately and predictably compensated for the services we provide.Certain distribution agreements with manufacturers include pharmaceutical price inflation as a component of our consideration,and we cannot control the frequency or magnitude of ph

278、armaceutical price changes.Laws limiting or reducing pharmaceutical prices,and changes to manufacturers pricing policies or practices as a result of changing laws,impact our distribution agreements.We might be unable to renew pharmaceutical distribution agreements with manufacturers in a timely and

279、favorable manner.Any of these risks might have a materially adverse impact on our business operations and our financial position or results of operations.We might infringe intellectual property rights or our intellectual property protections might be inadequate.We believe that our products and servi

280、ces do not infringe the proprietary rights of third parties,but third parties have asserted infringement claims against us and may do so in the future.If a court were to hold that we infringed others rights,we might be required to pay substantial damages,develop non-infringing products or services,o

281、btain a license,stop selling or using the infringing products or services,or incur other sanctions.We rely on trade secret,patent,copyright,and trademark laws,nondisclosure obligations,and other contractual provisions and technical measures to protect our proprietary rights in our products and solut

282、ions.We might initiate costly and time-consuming 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.Our intellectual property protection efforts might be inadequate to protect our ri

283、ghts.Our competitors might develop non-infringing products or services equivalent or superior to ours.Any of these risks might have a materially adverse impact on our business operations and our financial position or results of operations.Our use of third-party data is subject to limitations that co

284、uld impede the growth of our data services business.We attempt to structure our diligence processes to satisfy contractual and other operative data usage rights and limitations associated with customer,industry partners,and other third-party data flowing through our businesses.These rights and limit

285、ations can apply to confidential commercial data and personal data provided to us.Failure to satisfy these data usage rights and limitations can lead to legal claims such as contractual breaches or privacy law violations.If a court were to hold that our use of data is not consistent with our rights

286、and limitations,we might be required to pay substantial damages;we might need to stop using,sharing,and/or selling certain products and services;or we might incur other financial,legal,and/or reputational consequences.In addition,in order to reach our data strategy growth and AI objectives,we might

287、be unable to negotiate and/or obtain at an acceptable cost the data usage rights needed to advance such goals.Any of these risks might have a materially adverse impact on our business operations and our financial position or results of operations.We might be unable to successfully recruit and retain

288、 qualified employees.Our ability to attract,engage,develop,and retain qualified and experienced employees,including key executives and other talent,is essential for us to meet our objectives.We compete with many other businesses to attract and retain employees.Competition among potential employers r

289、esults in increased salaries,benefits,or other employee-related costs,or in our failure to recruit and retain employees.We may experience sudden loss of key personnel due to a variety of causes,such as illness,and must adequately plan for succession of key management roles.Employees might not succes

290、sfully transition into new roles.Separately,there is increased scrutiny on companies diversity,equity,and inclusion(“DEI”)initiatives.Negative perception of our DEI initiatives,whether due to our perceived over or under pursuit of such initiatives,may likewise result in issues hiring or retaining em

291、ployees,as well as potential litigation or other adverse impacts.Any of these risks might have a materially adverse impact on our business operations and our financial position or results of operations.Table of ContentsItem 1A IndexMcKESSON CORPORATION20Industry and Economic RisksWe might be adverse

292、ly impacted by healthcare reform such as changes in pricing and reimbursement models.Many of our products and services are designed and intended to function within the structure of current healthcare financing and reimbursement systems.The healthcare industry and related government programs are chan

293、ging.Some of these changes increase our risks and create uncertainties for our business.For example,some 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 r

294、equirements on healthcare providers.Those changes have included cuts in Medicare and Medicaid reimbursement levels,changes in the basis for payments,shifts from fee-for-service pricing towards value-based payments and risk-sharing models,and increases in the use of managed care.In the U.S.,the ACA s

295、ignificantly 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

296、and various benefit design changes,which are all intended to reduce the price of drugs.Three central features of the IRA would 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 Medic

297、are 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 bus

298、iness 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 fact

299、ors,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.Private challenges to government healthcare policy may also have significant impacts on our business.For example,many p

300、harmaceutical manufacturers have unilaterally restricted sales under the 340B drug pricing program to contract pharmacies.The 340B drug pricing program requires manufacturers to offer discounts on certain drugs purchased by“covered entities,”which include safety-net providers.The Health Resources an

301、d Services Administration 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.Some manufacturers and HHS continue to litigate these issues.The U.S.Court of Appeals fo

302、r the Third Circuit has ruled that Section 340B does not require manufacturers to provide discounted drugs to an unlimited number of contract pharmacies.Two other courts of appeal are addressing this issue but have not yet ruled.Any changes to our arrangements that result from the rulings in these c

303、ases might have an adverse impact on our business.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

304、 governments have taken steps to reduce consumer prices for generic pharmaceuticals and,in some provinces,change professional allowances paid to pharmacists by generic manufacturers.Although there is substantial uncertainty about the likelihood,timing,and results of these health reform efforts,their

305、 implementation might have a materially adverse impact on our business operations and our financial position or results of operations.Table of ContentsItem 1A IndexMcKESSON CORPORATION21We might be adversely impacted by competition and industry consolidation.Our businesses face a highly competitive

306、global environment with strong competition from international,national,regional,and local full-line,short-line,and specialty distributors,service merchandisers,self-warehousing chain drug stores,manufacturers engaged in direct distribution,third-party logistics companies,and large payer organization

307、s.In addition,our businesses face competition from various other service providers and from pharmaceutical and other healthcare manufacturers as well as other potential customers,which may from time-to-time decide to develop,for their own internal needs,supply management capabilities that might othe

308、rwise be provided by our businesses.We also may face competition from companies that move faster to adopt emerging technologies.Due to consolidation,a few large suppliers control a significant share of the pharmaceuticals market.This concentration reduces our ability to negotiate favorable terms wit

309、h suppliers and causes us to depend on a smaller number of suppliers.Many of our customers,including healthcare organizations,have consolidated or joined group purchasing organizations and have greater power to negotiate favorable prices.Consolidation by our customers,suppliers,and competitors might

310、 reduce the number of market participants and give the remaining enterprises greater bargaining power,which might lead to erosion in our profit margin.Consolidation might increase counter-party credit risk because credit purchases increase for fewer market participants.These competitive pressures an

311、d industry consolidation might have a materially adverse impact on our business operations and our financial position or results of operations.We are adversely impacted by changes or disruptions in product supply and have difficulties in sourcing or selling products due to a variety of causes.We exp

312、erience difficulties and delays in sourcing and selling products due to a variety of causes,from time to time,such as:difficulties in complying with the legal requirements for export or import of pharmaceuticals or components;suppliers failure to satisfy production demand;manufacturing or supply pro

313、blems such as inadequate resources;new innovative therapies that are expensive,complex,and fast-growing;product rationalization;and real or perceived quality issues.For example,the FDA banned certain manufacturers from selling raw materials and drug ingredients or finished goods in the U.S.due to qu

314、ality issues.Difficulties in product manufacturing or access to raw materials or finished goods could result in supplier production shutdowns,product shortages,and other supply disruptions.Supply interruptions are often due to a variety of causes over which we have no control,such as export controls

315、 or trade sanctions,labor disputes,unavailability of key manufacturing sites,inability to procure raw materials or finished goods,quality control concerns,ethical sourcing issues,suppliers financial distress or bankruptcy,natural disasters,including as a result of climate change,civil unrest or acts

316、 of war,the impact of epidemics or pandemics,and other general supply constraints.In these situations there may be no alternative sources of supply.Our inventory might be requisitioned,diverted,or allocated by government order such as under emergency,disaster,and civil defense declarations.Changes i

317、n the healthcare industrys or our suppliers pricing,selling,inventory,distribution,or supply policies or practices could significantly reduce our revenues and net income.Any of these changes or disruptions might have a materially adverse impact on our business operations and our financial position o

318、r results of operations.We might be adversely impacted as a result of our distribution of generic pharmaceuticals.Our generic pharmaceuticals distribution business is subject to both availability and pricing risks.We might experience disruptions in our supply of higher margin pharmaceuticals,includi

319、ng generic pharmaceuticals.We have been impacted when,due to regulatory and supply chain challenges,our supplier partners are not able to deliver products that we have committed to purchase and source from them.Input cost increases and market shortages could result in ClarusONE,our joint venture wit

320、h Walmart Inc.,being unsuccessful in sourcing product to meet the needs of our customers,or negatively impacting our margin.Generic drug manufacturers offer a generic version of branded pharmaceuticals and routinely challenge the validity or enforceability of branded pharmaceutical patents in order

321、to launch the drug pre-or post-loss of exclusivity.Patent holders have asserted infringement claims against us for distributing those generic versions they believed to have infringed a patent,and the generic drug manufactures may not fully indemnify us against such claims.These risks and outcomes,as

322、 well as changes in the availability,pricing volatility,regulatory,or significant changes in the nature,frequency,or magnitude of generic pharmaceutical launches,might have a materially adverse impact on our business operations and our financial position or results of operations.Table of ContentsIte

323、m 1A IndexMcKESSON CORPORATION22We might be adversely impacted by changes in the economic environments in which we operate,including from inflation,an economic slowdown,or a recession.Inflationary conditions result in increased transportation,operational,and other administrative costs associated wit

324、h our normal business operations and decreased levels of consumer commercial spending and,to the extent we are not able to offset such cost increases from our suppliers,increase the costs which we incur to purchase inventories and services.Inflationary pressure is increased by factors such as supply

325、 chain disruptions,including the reduced availability of key commodities,labor market tightness,and government policies that lower interest rates or do not raise them sufficiently to counteract inflation.An economic slowdown or a recession could reduce the prices our customers are able or willing to

326、 pay for our products and services and reduce the volume of their purchases.In addition to rising inflation,rising interest rates,the impact of banking failures or perceived failures and related contagion,political tensions,military conflicts,and civil unrest may contribute to recessionary pressure.

327、Changes in the economic environments in which we operate might have a materially adverse impact on our business operations and our financial position or results of operations.Changes affecting capital and credit markets might impede access to credit,increase borrowing costs,and disrupt banking servi

328、ces for us and our customers and suppliers and might impair the financial soundness of our customers and suppliers.Volatility and disruption in global capital and credit markets,including the bankruptcy or restructuring of certain financial institutions,reduced lending activity by financial institut

329、ions,reduced creditworthiness of our customers or suppliers,or decreased liquidity and increased costs in the commercial paper market,might adversely affect the borrowing ability and cost of borrowing for us and our customers and suppliers.We generally sell our products and services under short-term

330、 unsecured credit arrangements.An adverse change in general or entity specific economic conditions or access to capital might cause our customers to reduce their purchases from us,or delay or fail paying amounts owed to us.Suppliers might increase their prices,reduce their output,or change their ter

331、ms of sale due to limited availability of credit.Suppliers might be unable to make payments due to us for fees,returned products,or incentives.Interest rate increases or changes in capital market conditions,including as a result of macroeconomic events,might impede our or our customers or suppliers

332、ability or cost to obtain credit.Any of these risks might have a materially adverse impact on our business operations and our financial position or results of operations.We might be adversely impacted by tax legislation or challenges to our tax positions.We are subject to the tax laws in the U.S.at

333、the federal,state,and local government levels and to the tax laws of other jurisdictions in which we operate or sell products or services.Tax laws might change in ways that adversely affect our tax positions,effective tax rate,and cash flow.The tax laws are extremely complex and subject to varying interpretations.For example,the European Union and other countries(including countries in which we op