8-K

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): July 2, 2021

McKESSON CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	1-13252	94-3207296
(State or Other Jurisdiction<br>of Incorporation)	(Commission<br>File Number)	(I.R.S. Employer<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>Symbol(s)	Name of each exchange<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 8.01	Other Events.

On July 2, 2021, McKesson Corporation (the “Company”) issued a Notice of Full Redemption (the “Notice”) to the holders of its outstanding 0.625% Notes due August 17, 2021. A copy of the Notice is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Notice of Full Redemption issued by the Company dated July 2, 2021
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: July 2, 2021

McKesson Corporation
	By:	/s/ Britt J. Vitalone
		Britt J. Vitalone
		Executive Vice President and
		Chief Financial Officer

Document

Exhibit 99.1

July 2, 2021

Notice of Full Redemption

McKesson Corporation

0.625% Notes due August 17, 2021

(ISIN NO. XS1567173809; COMMON CODE 156717380)*

Reference is made to the Indenture, dated as of December 4, 2012 (the “Base Indenture”), by and between McKesson Corporation, a Delaware corporation (the “Issuer”), and Wells Fargo Bank, National Association (the “Trustee”), as supplemented by the Officer’s Certificate, dated as of February 17, 2017 (the “Officer’s Certificate” and, together with the Base Indenture, the “Indenture”). Capitalized terms used but not defined herein have the meanings given to them in the Indenture.

Notice is hereby given pursuant to Article XII of the Base Indenture and Section 7 of Annex A to the Officer’s Certificate to Holders of the Issuer’s 0.625% Notes due August 17, 2021 (ISIN NO. XS1567173809; COMMON CODE 156717380)* (the “Notes”) that the Issuer has selected all of the Outstanding Notes for redemption pursuant to Article XII of the Base Indenture and Section 7 of Annex A to the Officer’s Certificate (the “Redemption”) and further that:

1)the aggregate principal amount of Notes Outstanding on the Redemption Date (as defined below) shall be redeemed pursuant to the Redemption;

2)the date of Redemption shall be July 17, 2021 (the “Redemption Date”);

3)the Notes shall be redeemed at a redemption price equal to 100% of their principal amount (the “Redemption Price”);

4)the name and address of the Paying Agent is as follows:

Elavon Financial Services DAC

125 Old Broad Street, Fifth Floor

London, EC2N 1AR

United Kingdom

5)the Notes must be surrendered to the Paying Agent to collect the Redemption Price; and

6)unless the Issuer defaults in making payment of the Redemption Price or the Paying Agent is prohibited from making payment of the Redemption Price pursuant to the terms of the Indenture, interest on the Notes ceases to accrue on and after the Redemption Date.

On the Redemption Date, each Note shall become due and payable. Payment of the Redemption Price will be made on or after the Redemption Date upon presentation and surrender of the Notes to:

Exhibit 99.1

Registered & Certified Mail:	Regular Mail or Courier:	In Person by Hand Only
Elavon Financial Services DAC<br><br>125 Old Broad Street, Fifth Floor<br><br>London, EC2N 1AR<br><br>United Kingdom	Elavon Financial Services DAC<br>125 Old Broad Street, Fifth Floor<br>London, EC2N 1AR<br>United Kingdom	Elavon Financial Services DAC<br><br>125 Old Broad Street, Fifth Floor<br><br>London, EC2N 1AR<br><br>United Kingdom

IMPORTANT NOTICE REGARDING TAX CERTIFICATION DOCUMENTATION AND POTENTIAL WITHHOLDING

Pursuant to U.S. federal tax laws, you have a duty to provide the applicable type of tax certification form issued by the U.S. Internal Revenue Service (“IRS”) to Wells Fargo Bank, N.A. Corporate Trust Services to ensure payments are reported accurately to you and to the IRS. In order to permit accurate withholding (or to prevent withholding), a complete and valid tax certification form must be received by Wells Fargo Bank, N.A. Corporate Trust Services before payment of the redemption proceeds is made to you. Failure to timely provide a valid tax certification form as required will result in the maximum amount of U.S. withholding tax being deducted from any redemption payment that is made to you.

*Note: The Issuer and the Trustee shall not be responsible for selection or use of the ISIN or Common Code numbers listed in this Notice of Redemption or on the Notes. No representation is made as to the correctness or accuracy of the ISIN or Common Code numbers listed in this Notice of Redemption or on the Notes.

McKesson Corporation
By: Wells Fargo Bank, National Association, as Trustee