8-K
MCKESSON CORP (MCK)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 17, 2020
McKESSON CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware | 1-13252 | 94-3207296 |
|---|---|---|
| (State or Other Jurisdiction<br><br>of Incorporation) | (Commission<br><br>File Number) | (I.R.S. Employer<br><br>Identification No.) |
6555 State Hwy 161
Irving, TX 75039
(Address of Principal Executive Offices, and Zip Code)
(972) 446-4800
Registrant’s Telephone Number, Including Area Code
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br>Symbol(s) | Name of each exchange<br><br>on which registered |
|---|---|---|
| Common stock, $0.01 par value | MCK | New York Stock Exchange |
| 0.625% Notes due 2021 | MCK21A | New York Stock Exchange |
| 1.500% Notes due 2025 | MCK25 | New York Stock Exchange |
| 1.625% Notes due 2026 | MCK26 | New York Stock Exchange |
| 3.125% Notes due 2029 | MCK29 | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If 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. ☐
Item 7.01 Regulation FD Disclosure
On March 17, 2020, the Company issued and posted on its website a press release regarding a previously-announced investor call on March 17, 2020 to discuss the Company's completion of the exit of its investment in Change Healthcare LLC. In that press release, the Company also provided an updated forecast of its Adjusted Earnings per diluted share for full-year fiscal 2020. A copy of that press release is attached as Exhibit 99.1.
The information contained in this item, including Exhibit 99.1, is furnished to the Commission, but shall not be deemed “filed” with the Commission for purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, except as expressly stated in any such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release issued by the Company dated March 17, 2020 |
| 104 | Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 17, 2020
| McKesson Corporation | ||
|---|---|---|
| By: | /s/ Britt J. Vitalone | |
| Britt J. Vitalone | ||
| Executive Vice President and | ||
| Chief Financial Officer |
Exhibit
McKESSON UPDATES FISCAL 2020 GUIDANCE FOLLOWING COMPLETION OF CHANGE HEALTHCARE SPLIT-OFF
IRVING, Texas, March 17, 2020 - McKesson Corporation (NYSE:MCK) today announced it is updating its adjusted earnings outlook for the fiscal year ending March 31, 2020 to reflect the completion of the company’s exit of its investment in Change Healthcare, as announced on March 10, 2020.
McKesson is updating its previous fiscal 2020 Adjusted Earnings per diluted share guidance range of $14.60 to $14.80 to a new range of $14.67 to $14.87. This updated outlook reflects weighted average shares outstanding used in the calculation of earnings per share of approximately 182 million for the year, updated from the previous assumption of approximately 183 million weighted average shares outstanding for the year. All other underlying key fiscal 2020 assumptions provided in McKesson’s press release on February 4, 2020 are unchanged.
McKesson will host a conference call today, March 17, at 4:30 PM Eastern Time to discuss the completion of the split-off and its financial impact to McKesson. A live audio webcast of the conference call will be available on McKesson’s Investor Relations website at http://investor.mckesson.com. The conference call can also be accessed by dialing 786-815-8297. The password is ‘McKesson’.
Non-GAAP Financial Measures
This press release includes the Non-GAAP financial measure Adjusted Earnings Per Diluted Share. We define Adjusted Earnings as GAAP income/loss from continuing operations, excluding amortization of acquisition-related intangible assets, transaction-related expenses and adjustments, LIFO inventory-related adjustments, gains from antitrust legal settlements, restructuring, impairment and related charges, and other adjustments as well as the related income tax effects for each of these items, as applicable.
GAAP refers to the U.S. generally accepted accounting principles. The company does not provide forward-looking guidance on a GAAP basis and McKesson is unable to provide a quantitative reconciliation of this forward-looking non-GAAP measure to the most directly comparable forward-looking GAAP measure without unreasonable effort, because McKesson cannot reliably forecast LIFO inventory-related adjustments, gains from antitrust legal settlements, restructuring, impairment and related charges, and other adjustments, which are difficult to predict and estimate. These items are inherently
uncertain and depend on various factors, many of which are beyond the company’s control, and as such, any associated estimate and its impact on GAAP performance could vary materially.
Cautionary Statements
The guidance contained in this press release constitutes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, that involve risks and uncertainties that could cause actual results to differ materially from those in those statements. The reader should not place undue reliance on forward-looking statements, which speak only as of the date they are first made. Except to the extent required by law, the Company undertakes no obligation to publicly update forward-looking statements. It is not possible to identify all such risks and uncertainties. We encourage investors to read the important risk factors described in the Risk Factors section of the Company’s Form 10-K and Form 10-Q reports filed with the Securities and Exchange Commission. These risk factors include, but are not limited to: changes in the healthcare industry and regulatory environment; fluctuations in foreign currency exchange rates; the impact of the Change Healthcare joint venture on the company’s results of operations; the company’s ability to manage and complete divestitures and distributions; material adverse resolution of pending legal proceedings, including those related to the distribution of controlled substances; public health issues such as infectious disease in the United States or abroad; cyberattack, natural disaster, or malfunction of sophisticated internal computer systems to perform as designed; and the potential inadequacy of insurance to cover property loss or liability claims.
About McKesson Corporation
McKesson Corporation is a global leader in healthcare supply chain management solutions, retail pharmacy, community oncology and specialty care, and healthcare information technology. McKesson partners with pharmaceutical manufacturers, providers, pharmacies, governments and other organizations in healthcare to help provide the right medicines, medical products and healthcare services to the right patients at the right time, safely and cost-effectively. United by our ICARE shared principles, our employees work every day to innovate and deliver opportunities that make our customers and partners more successful - all for the better health of patients. McKesson has been named the “Most Admired Company” in the healthcare wholesaler category by FORTUNE, a “Best Place to Work” by the Human Rights Campaign Foundation, and a top military-friendly company by Military Friendly. For more information, visit www.mckesson.com.
Contacts:
Holly Weiss, 972-969-9174 (Investors)
Holly.Weiss@McKesson.com
David Matthews, 214-952-0833 (Media)
David.Matthews@McKesson.com