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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 20162019
OR
 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to            
Commission File Number: 1-13252
McKESSON 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.)
   
One Post Street, San Francisco, California6555 State Hwy 161, Irving, Texas 9410475039
(Address of principal executive offices) (Zip Code)
(415) 983-8300(972) 446-4800
(Registrant’s 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 Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  x    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  x
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 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  x    No  ¨
Indicate by check mark whether the registrant has submitted electronically, and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).  Yes  x    No  ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x  Accelerated filer ¨
Non-accelerated filer 
¨ (Do not check if a smaller reporting company)
  Smaller reporting company ¨
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. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). 
Yes  ¨    No  x
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 registrant’s most recently completed second fiscal quarter, September 30, 20152018, was approximately $42.526 billion.
Number of shares of common stock outstanding on April 30, 2016:2019: 225,020,523189,961,556
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s Proxy Statement for its 20162019 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K.



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McKESSON CORPORATION

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McKESSON CORPORATION

PART I
Item 1.Business.
General
McKesson Corporation (“McKesson,” the “Company,” the “Registrant” or “we” and other similar pronouns), currently ranked 6th on the FORTUNE 500, is a global pharmaceutical distribution servicesleader in healthcare supply chain management solutions, retail pharmacy, healthcare technology, community oncology and information technology company, currently ranked 11th onspecialty care. We partner with life sciences companies, manufacturers, providers, pharmacies, governments and other healthcare organizations to help provide the Fortune 500. We deliver a comprehensive offering of pharmaceuticalsright medicines, medical products and medical supplies and providehealthcare services to help our customers improve the efficiencyright patients at the right time, safely and effectiveness of their healthcare operations. We work with payers, healthcare providers, pharmacies, pharmaceutical companies and others across the healthcare industry to improve patients’ access to high-quality care and make healthcare safer while enhancing efficiency and reducing costs.cost-effectively.
The Company’s fiscal year begins on April 1 and ends on March 31. Unless otherwise noted, all references in this document to a particular year shall mean the Company’s fiscal year.
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, as amended (the “Exchange Act,”) are available free of charge on our website (www.mckesson.com under the “Investors — Financial Information — SEC Filings” caption) as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (“SEC” or the “Commission”). The content on any website referred to in this Annual Report on Form 10-K is not incorporated by reference into this report, unless expressly noted otherwise.
The public may also read or copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. 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 is www.sec.gov.
Business Segments
We operateCommencing in the first quarter of 2019, we changed our business through twooperating structure into three reportable segments: McKesson DistributionU.S. Pharmaceutical and Specialty Solutions, European Pharmaceutical Solutions and McKesson TechnologyMedical-Surgical Solutions. All remaining operating segments and business activities that are not significant enough to require separate reportable segment disclosure are included in Other. We have reported our financial results on a retrospective basis in this Annual Report on Form 10-K to reflect the new operating structure.

Our DistributionU.S. Pharmaceutical and Specialty Solutions segment distributes branded, generic, specialty, biosimilar and genericover-the-counter (“OTC”) pharmaceutical drugs and other healthcare-related products worldwide andproducts. This segment provides practice management, technology, clinical support and business solutions to community-based oncology and other specialty practices. This segment also provides specialty pharmaceutical solutions for pharmaceutical manufacturerslife sciences companies including offering multiple distribution channels and clinical trial access to specific patient populations through our network of oncology physicians. It also provides medical-surgical supply distribution, equipment, logistics and other services to healthcare providers within the United States. Additionally, this segment operates retail pharmacies in Europe and supports independent pharmacy networks within North America. It also sells financial, operational and clinical solutions to pharmacies (retail, hospital, alternate site) and provides consulting, outsourcing and other services.
The Technology
Our European Pharmaceutical Solutions segment delivers enterprise-wide clinical, patient care, financial, supply chainprovides distribution and strategic management technology solutions, as well as connectivity, outsourcingservices to wholesale, institutional and retail customers and serves patients and consumers in 13 European countries through our own pharmacies and participating pharmacies that operate under brand partnership and franchise arrangements.

Our Medical-Surgical Solutions segment distributes medical-surgical supplies and provides logistics and other services including remote hosting and managed services, to healthcare organizations.providers in the United States.
Net revenues
Other primarily consists of the following:

McKesson Canada which distributes pharmaceutical and medical products and operates Rexall Health retail pharmacies;

McKesson Prescription Technology Solutions (“MRxTS”) which provides innovative technologies that support retail pharmacies; and

Our 70% equity ownership interest in a joint venture, Change Healthcare, which is accounted for our segments forby us using the last three years were as follows:equity investment method of accounting.
  Years Ended March 31,
(Dollars in billions) 2016 2015 2014
Distribution Solutions $188.0
98% $176.0
98% $134.1
98%
Technology Solutions 2.9
2
 3.1
2
 3.3
2
Total $190.9
100% $179.1
100% $137.4
100%


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DistributionU.S. Pharmaceutical and Specialty Solutions SegmentSegment:
Our DistributionU.S. Pharmaceutical and Specialty Solutions segment consists of the following businesses: North America pharmaceuticalprovides distribution and logistics services Internationalfor branded, generic, specialty, biosimilar and OTC pharmaceutical distribution and services and Medical-Surgical distribution and services.
North America pharmaceutical distribution and services
Our North America pharmaceutical distribution and services business is comprised of the following business units: U.S. Pharmaceutical Distribution, McKesson Specialty Health, McKesson Canada, and McKesson Pharmacy Technology & Services.
U.S. Pharmaceutical Distribution: This business supplies branded, specialty and generic pharmaceuticalsdrugs and other healthcare-related products to customers throughout the United States in three primary customer channels: (1) retail national accounts (including national and regional chains, food/drug combinations, mail order pharmacies and mass merchandisers); (2) independent retail pharmacies; and (3) institutional healthcare providers (including hospitals, health systems, integrated delivery networks, clinics and alternate site providers).customers. This business also provides solutions and services to pharmacies, hospitals, pharmaceutical manufacturers. This business sources materialsmanufacturers, physicians, payers and products from a wide-array of different suppliers, including certainpatients throughout the United States and Puerto Rico. We also source generic pharmaceutical drugs produced through a contract-manufacturing program.our joint sourcing entity, ClarusONE Sourcing Services LLP (“ClarusONE”).

Our U.S. pharmaceutical distribution businessPharmaceutical and Specialty Solutions segment operates and serves thousands of customer locations through a network of 3130 distribution centers, as well as a primary redistribution center, aone strategic redistribution center and twoone repackaging facilities, serving all 50 states and Puerto Rico.facility. We invest in technology and other systems at all of our distribution centers to enhance safety and reliability and to provide the best product availability for our customers.availability. For example, in most of our distribution centers we use Acumax® Plus, an award-winning technology that integrates and tracks all internal inventory-related functions such as receiving, put-away and order fulfillment. Acumax® Plus uses bar code technology, wrist-mounted computer hardware and radio frequency signals to provide customers with real-time product availability and industry-leading order quality and fulfillment in excess of 99.9% adjusted accuracy. In addition, we offer Mobile ManagerSM, which integrates portable handheld technology with Acumax® Plus to give customers complete ordering and inventory control. We also offer McKesson ConnectSM,ConnectSM, an internet-based ordering system that provides item lookuplook-up and real-time inventory availability as well as ordering, purchasing, third-party reconciliation and account management functionality. Together, these features helpWe make extensive use of technology as an enabler to ensure customers have the right products at the right time for their facilities and patients.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, reduce costs and minimize errors.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 systems to help achieve greater consistency and accuracy both internally and for our customers.
The major
We have three primary customer groups of our U.S. Pharmaceutical Distribution business can be categorized aschannels: (i) retail national accounts which include national and regional chains, food and drug combinations, mail order pharmacies and mass merchandisers, (ii) independent, small and medium chain retail pharmacies, and (iii) institutional healthcare providers such as hospitals, health systems, integrated delivery networks and long-term care providers.

Retail National Accounts — BusinessAccounts: We provide business solutions that help retail national account customers increase revenues and profitability. Solutions include:
Central FillSM - Prescription 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.

Redistribution Centers - Two facilities totaling over 750,000 square feet that offer access to inventory 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 management that helps pharmacies maximize their cost savings with a broad selection of generic drugs, competitive pricing and one-stop shopping.

RxPakSM - Bulk-to-bottle repackaging service that leverages our purchasing scale and supplier relationships to provide pharmaceuticals at reducedcompetitive prices, help increase inventory turns and reduce working capital investment.

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Inventory Management - An integrated solution comprising forecasting software and automated replenishment technologies that reduce inventory-carrying costs.

ExpressRx Track™ - Pharmacy automation solution featuring state-of-the-art robotics, upgraded imaging and expanded vial capabilities, and industry-leading speed and accuracy in a radically small footprint.


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Independent, Small and Medium Chain Retail Pharmacies — Solutions forPharmacies: We provide managed care contracting, branding and advertising, merchandising, purchasing, operational efficiency and automation that help independent pharmacists focus on patient care while improving profitability. Solutions include:
Health Mart® - Health Mart® is a national network of more than 4,6005,000 independently-owned pharmacies and is one of the industry’s most comprehensive pharmacy franchise programs. Health Mart® provides franchisees support for managed care contracting, branding and local marketing solutions, the Health Mart private label line of products, merchandising solutions and programs for enhanced patient support.
AccessHealth® —
Health Mart Atlas® - Comprehensive managed care and reconciliation assistance services that help independent pharmacies save time, access competitive reimbursement rates and improve cash flow.

McKesson Reimbursement AdvantageSM (“MRA”) - MRA is one of the industry’s most comprehensive reimbursement optimization packages, comprising financial services (automated claim resubmission), analytic services and customer care.

McKesson OneStop Generics® - Generic pharmaceutical purchasing program that helps pharmacies maximize their cost savings with a broad selection of generic drugs, competitive pricing and one-stop shopping.

Sunmark® - Complete line of more than 600 products that provide retail independent pharmacies with value-priced alternatives to national brands.

FrontEdge™ - Strategic planning, merchandising and price maintenance program that helps independent pharmacies maximize store profitability.

McKesson Sponsored Clinical Services (SCS) Network - Access to patient-support services that allow pharmacists to earn service fees and to develop stronger patient relationships.

McKesson RxOwnership Program - Assist independent pharmacist owners the opportunity to remain independent via succession planning and business operation loans.

Institutional Healthcare Providers — ElectronicProviders: We provide electronic ordering/purchasing and supply chain management systems that help customers improve financial performance, increase operational efficiencies and deliver better patient care. Solutions include:
Fulfill-RxSM - Ordering and inventory management system that empowers hospitals to optimize the often complicated and disjointed processes related to unit-based cabinet replenishment and inventory management.

Asset Management - Award-winning inventory optimization and purchasing management program that helps institutional providers lower costs while ensuring product availability.

SKY Packaging — Blister-format- Blister, Unit of Use and Unit dose packaging containing the most widely prescribed dosages and strengths in generic oral-solid medications. SKY Packaging enables acute care, long-term care and institutional pharmacies to provide cost-effective, uniform packaging.

McKesson Plasma and BioLogics —Biologics - A full portfolio of plasma-derivatives and biologic products.

McKesson OneStop Generics® - Described above.
McKesson Specialty Health (“MSH”):
This businesssegment also provides a range of solutions to oncology and other specialty practices operating in communities across the country, to pharmaceutical and biotechnology suppliers who manufacture specialty drugs and vaccines, and to payers and hospitals. MSH is focused on threeWe have two core specialty business lines: Manufacturer Solutions, Practice ManagementSpecialty Provider Organization and Provider Solutions.McKesson Life Sciences.


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Manufacturer Solutions help manufacturers accelerate the approval and successful commercialization of specialty pharmaceuticals across the product life cycle. MSH’s offerings include supply chain services, including specialty pharmacy services and third party logistics (“3PL”), provider and patient engagement programs, clinical trial support, patient assistance programs, reimbursement services, and analytics. In addition, MSH helps manufacturers minimize reimbursement challenges while offering affordable, safe access to therapies through Risk Evaluation and Mitigation Strategies (“REMS”) programs.
In April 2016, we completed the acquisition of Biologics, Inc (“Biologics”), a Cary, North Carolina-based company that provides oncology pharmacy services to providers and patients as well as solutions for manufacturers and payers. For manufacturers, Biologics helps optimize speed-to-therapy, enhance patient adherence and improve patient access to therapy. In addition, Biologics works with manufacturers to develop custom strategies to enhance the clinical and commercial success of their products at each stage of the life-cycle.
Practice Management provides 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, one of the nation’s largest network of integrated, community-based oncology practices dedicated to advancing high-quality, evidence-based cancer care. We also support U.S. Oncology Research, one of the nation’s largest research networks, specializing in oncology clinical trials.
In April 2016, we also completed the acquisition of Vantage Oncology Holdings LLC (“Vantage”), a leading national provider of integrated oncology and radiation services headquartered in Manhattan Beach, California. Vantage’s comprehensive oncology management services model, including its focus on community-based radiation oncology, medical oncology, and other integrated cancer care services, complements and strengthens the existing offerings of McKesson and The US Oncology Network, while allowing patients to access the care they need in an efficient and cost effective way.
Specialty Provider SolutionsOrganization: This business offers community specialists (oncologists, rheumatologists, ophthalmologists, urologists, neurologists and other specialists) an extensive set of customizable products and services designed to strengthen core practice operations, enhance value-based care delivery and expand their service offering to patients. Tools and services include specialty drug distribution and group purchasing organization (“GPO”) services, technology solutions, practice consulting services, and vaccine distribution, including our exclusive distributor relationship with the Centers for Disease Control and Prevention’s (“CDC”) Vaccines for Children program. Community-based physicians in this business line have broad flexibility and choicediscretion to select the products and commitment levels that best meet their practice needs. This business also provides 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 U.S. Oncology Network, one of the nation’s largest networks of physician-led, integrated, community-based oncology practices dedicated to advancing high-quality, evidence-based cancer care. We also support U.S. Oncology Research, one of the nation’s largest research networks, specializing in oncology clinical trials.

McKesson Life Sciences: This business helps life sciences companies accelerate the approval and successful commercialization of branded, specialty, generic and biosimilar pharmaceuticals across the product life cycle. Our offerings to life sciences companies include specialty pharmacy services, third-party logistics (“3PL”), provider and patient engagement programs, clinical trial support, patient assistance programs, reimbursement services, analytics, and other tailored services. In addition, we help life sciences companies minimize reimbursement challenges while offering affordable, safe access to therapies through Risk Evaluation and Mitigation Strategies (“REMS”) programs. Our recent acquisitions of RxCrossroads and Biologics help expand our capabilities to support life sciences companies.

When we classify a pharmaceutical productdiscuss specialty products or service as “specialty,”services, we consider the following factors: diseases requiring complex treatment regimens such as cancer and rheumatoid 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” to define a portion of our distribution business may not be comparable to that used by other industry participants, including our competitors.
McKesson Canada: McKesson Canada is one of the largest pharmaceutical distributors in Canada. McKesson Canada, through its network of 14 distribution centers, provides logistics and distribution for manufacturers - delivering their products to retail pharmacies, hospitals, long-term care centers, clinics and institutions throughout Canada and through its network of infusion clinics, offers specialty services and adherence programs. Beyond pharmaceutical distribution, logistics and order fulfillment, McKesson Canada provides automation solutions to its retail and hospital customers, dispensing millions of doses each year. McKesson Canada also provides health information exchange solutions that streamline clinical and administrative communication and retail banner services that help independent pharmacists compete and grow through innovative services and operation support. In partnership with other McKesson businesses, McKesson Canada provides a full range of services to Canadian manufacturers and healthcare providers, contributing to the quality and safety of care for patients.
In March 2016, we entered into an agreement to purchase Rexall Health from Katz Group for $3 billion Canadian dollars (or, approximately $2.3 billion U.S. dollars using the currency exchange ratio of 0.77 Canadian dollar to 1 U.S. dollar as of March 31, 2016). Rexall Health, which operates approximately 470 retail pharmacies in Canada, particularly in Ontario and Western Canada, will enhance our Canadian pharmaceutical supply chain. The acquisition is subject to regulatory approval and is expected to close during the second half of calendar year 2016.


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McKesson Pharmacy Technology & Services: This business provides offerings that allow large retail chains, hospital outpatient pharmacies and small and independent pharmacies to meet the high demand for prescriptions while maximizing profits and optimizing operations. It supplies integrated pharmacy management systems, automated dispensing systems and related services to retail, outpatient, central fill, specialty and mail order pharmacies.European Pharmaceutical Solutions include:
EnterpriseRx® — A Software as a Service (SaaS) pharmacy management system, that allows large retail chain, health system and retail independent pharmacies to meet demand for prescriptions while maximizing profits and optimizing operations.
Pharmaserv® — A fully integrated, server-based pharmacy management system that gives the customer complete control of their pharmacy data.
PharmacyRx — A cost-effective, SaaS-based pharmacy management system that can be installed quickly and makes processing prescriptions fast and easy.
McKesson 340B Solution Suite and Macro Helix® — Software as a Service (SaaS)-based solutions that help providers manage, track and report on medication replenishment associated with the federal 340B Drug Pricing Program.
Supplylogix® — Develops and delivers practical supply chain intelligence solutions to pharmacy and related businesses and provides a wide array of services to healthcare providers nationwide.
International pharmaceutical distribution and servicesSegment:
Our international pharmaceutical distribution and services businessEuropean Pharmaceutical Solutions segment provides distribution and services to thewholesale, institutional and retail customers in 13 European countries where we own, partner or franchise with retail pharmacies, as further described below. The business consists of Pharmacy Solutions and Consumer Solutions.

Our Pharmacy Solutions business delivers pharmaceutical and healthcare sectors primarily in Europe. The pharmaceutical wholesale business supplies pharmaceuticals and other healthcare-related products generally to retail pharmacies and institutional customers. Its wholesale network consists of approximately 109 branches that deliver to over 65,000 pharmacies daily in ten European countries.across Europe. This business functions as a vital link betweenconnecting manufacturers and pharmacies in supplying pharmaceuticals to patients,retail pharmacies. This business supplies medicines and generally procures the pharmaceuticals approved in each country as well as other products sold in pharmacies directly from the manufacturers.pharmacies.  Pharmaceutical and other healthcare-related products are stored at regional wholesale branches with the support ofusing technology-enabled management systems. Our European business leverages its efficient warehousing management system.  The retail pharmacyscale and provides innovative and effective medical care services to create enhanced customer value.

Our Consumer Solutions business serves patients and consumers in six European countries directly through over 2,200approximately 2,000 of itsour own pharmacies and over 4,5006,900 participant pharmacies operating under brand partnership arrangements. The retailIn addition, this business includes outpatient dispensing and homecare arrangements mainly in the United Kingdom (“U.K.”).  This business provides traditional prescription pharmaceuticals, non-prescription products and medical services and operates under the Lloyds Pharmacy brand in the United Kingdom (“U.K.”), which accounted for approximately 71% of the total volume of the retail pharmacy business for the year ended March 31, 2016.
In April 2016, we completed the acquisition of the pharmaceutical distribution business of UDG Healthcare Plc (“UDG”) based inBelgium, Ireland, Italy, Sweden and the U.K. for $412 million.  The acquired UDG business primarily provides pharmaceutical and other healthcare products to retail and hospital pharmacies. We also expect to complete the acquisition of the pharmacy business of J Sainsbury Plc (“Sainsbury”) based in the U.K. during the first quarter of 2017. Once completed, these acquisitions will further enhanceIn addition, we partner with independent pharmacies under our retail pharmacy service capabilities in Ireland and the U.K.
In 2015, we committed to a plan to sell our Brazilian pharmaceutical distribution business, which we acquired through our February 2014 acquisition. The sale is expected to close during the first half of 2017. Refer to Financial Note 9, “Discontinued Operations”, to the consolidated financial statements appearing in this Annual Report on Form 10-K.
Medical-Surgical distribution and services
This business provides medical-surgical supply distribution, equipment, logistics and other services to healthcare providers including physicians’ offices, surgery centers, extended care facilities, homecare and occupational health sites through a network of distribution centers within the U.S. This business is a leading distributor of supplies to the full range of alternate-site healthcare facilities, including physicians’ offices, clinics and surgery centers (primary care), long-term care and homecare sites (extended care). Through a variety of products and services geared towards the supply chain, our Medical-Surgical Distribution business is focused on helping its customers operate more efficiently while providing one of the industry’s most extensive product offerings, including our own private label line.franchise program.


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TechnologyMedical-Surgical Solutions SegmentSegment:
Our TechnologyMedical-Surgical Solutions segment provides a comprehensive portfolio of information technologydelivers medical-supply distribution, logistics, biomedical and other services to help healthcare organizations improve qualityproviders across the alternate-site spectrum. Our more than 200,000 customers include physicians’ offices, surgery centers, post-acute care facilities, hospital reference labs, home health agencies, and occupational and alternative health sites. We distribute medical-surgical supplies (such as gloves, needles, syringes and wound care products), infusion pumps, laboratory equipment and pharmaceuticals. Through a network of caredistribution centers within the U.S., we offer more than 275,000 products from national brand manufacturers and ensure patient safety, reduceMcKesson’s own high-quality product line. Through the cost and variabilityright mix of care and better manage their resources and revenue stream. The Technology Solutions segment markets its products and services, to integrated delivery networks, hospitals, physician practices, home healthcare providers, retail pharmacieswe help improve efficiencies, profitability and payers.
The product portfolio forcompliance. We also never lose focus on helping customers improve patient and business outcomes. With 85% of patient visits occurring outside the Technology Solutions segment is designedhospital, each customer has unique needs and challenges. We develop customized plans to address a wide arraythe product, operational and clinical support needs of healthcareour customers, including tackling reimbursements, reducing administrative burdens, and training and educating clinical and business performance needs ranging from medication safety and information access to revenue cycle management, resource utilization and physician adoption of electronic health records (“EHR”). Analytics software enables organizations to measure progress asstaff. We care for our customers, so they automatecan care processes for optimal clinical outcomes, business and operating results and regulatory compliance. To ensure that organizations achieve the maximum value for their information technology investment, we also offer a wide range of services to support the implementation and use of solutions as well as to assist with business and clinical redesign, process re-engineering and staffing (both information technology and back-office).patients.
Our Technology Solutions segment
Other:
Other primarily consists of the following businesses:operating segments and business activities: McKesson Health Solutions, Connected CareCanada, MRxTS and Analytics (“CCA”), Imaging and Workflow Solutions, Business Performance Services and Enterprise Information Solutions.our equity method investment in Change Healthcare.
McKesson Health Solutions:Canada We offer: This business is one of the largest pharmaceutical wholesale and retail distributors in Canada. The wholesale business delivers their products to retail pharmacies, hospitals, long-term care centers, clinics and institutions in Canada through a suitenetwork of 15 distribution centers and provides logistics and distribution services for manufacturers. Beyond wholesale pharmaceutical logistics and software products designed to manage the cost and quality of care for payers, providers, hospitals and government organizations. Solutions include:
InterQual® Criteria for clinical decision support and utilization management;
Clear CoverageTM for point-of-care utilization management, coverage determination and network compliance;
Claims paymentdistribution, McKesson Canada provides automation solutions to facilitate accurateits retail and efficient medical claim payments;
Business intelligence tools for measuring, reporting and improving clinical and financial performance;
Network management tools to enable health plans to transform the performance of their networks; and
RelayHealth® financial solutions to facilitate communication between healthcare providers and patients, and to aggregate data for claims management and trend analysis, and optimize revenue cycle management processes.
Connected Care and Analytics: We providehospital customers. McKesson Canada also provides health information exchange solutions that streamline clinical and administrative communication amongcommunication. The retail business operates approximately 410 owned pharmacies under the Rexall Health brand in Canada where we provide patients providers, payers,with greater choice and access, integrated pharmacy care and industry-leading service levels.
MRxTS: This business provides innovative technologies that support retail pharmacies and manufacturers government entities and financial institutions through our vendor-neutral RelayHealth® and its intelligent network, RelayHealth® pharmacy solutions which helpthat ultimately enable patients to fulfill their prescriptions. This business supports our customers, to accelerate the delivery of high-quality care and improve financial performance through online consultation of physicians by patients, electronic prescribing by physicians, and point-of-service resolution of pharmacy claims by payers. We provide clinical and analytical software to support management workflows and analytics for optimization of hospital departments andwith a comprehensive, solution for homecare. We also provide performance managementexpanded portfolio of solutions designed to help them drive business growth, realize greater business efficiencies, deliver high-quality care, enhance an organization’s ability to planmedication adherence and optimize quality care delivery. Enterprise visibilitysafety, and performance analytics provide business intelligence that enables providers to manage capacity, outcomes, productivity and patient flow.more effectively connect with other players in the pharmaceutical supply chain.
ImagingChange Healthcare: Our 70% equity ownership interest in Change Healthcare is accounted for by us using the equity method of accounting. Change Healthcare provides software and Workflow Solutions: We offer medical imaginganalytics, network solutions and information management systems for healthcare enterprises, including a picture archiving communications system, a radiology information systemtechnology-enabled services that delivers wide-ranging financial, operational and a comprehensive cardiovascular information system. Our enterprise-wide approachclinical benefits to medical imaging enables organizations to take advantage of specialty-specific workstations while building an integrated image repositorypayers, providers and consumers. Change Healthcare Inc., the entity that manages allowns 30% of the imagesjoint venture, filed a registration statement with the Securities and information captured throughout the care continuum.Exchange Commission on March 15, 2019 and amended on April 5, 2019 regarding its intent to pursue an initial public offering.

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Business Performance Services: We help providers focus their resources on delivering healthcare while managing their revenue cycle operations and information technology through a comprehensive suite of managed services. Services include full and partial revenue cycle outsourcing, remote hosting and business office administration. We also provide a complete solution for physician practices of all sizes, whether they are independent or employed, that includes software, revenue cycle outsourcing and connectivity services. Software solutions include practice management and EHR software for physicians of every size and specialty. Our physician practice offering includes outsourced billing, collection, data input, medical coding, billing, contract management, cash collections, accounts receivable management and extensive reporting of metrics related to the physician practice. We also offer a full suite of physician and hospital consulting services, including financial management, coding and compliance services, revenue cycle services and strategic services.
Enterprise Information Solutions:  We provide comprehensive clinical and financial information systems for hospitals and health systems of all sizes. These systems are designed to improve the safety and quality of patient care and improve clinical, financial and operational performance. We also provide professional services to help customers achieve business results from their software or automation investment. In addition, workflow management solutions assist caregivers with staffing and maintaining labor rule continuity between scheduling, time and attendance and payroll. We also offer a comprehensive supply chain management solution that integrates enterprise resource planning applications, including financials, materials, human resources/payroll, scheduling, point of use, surgical and anesthesia services and enterprise-wide analytics.
Restructuring, Business Combinations, Investments, Divestitures and Discontinued Operations and Other Divestitures
We have undertaken additional strategic initiatives in recent years designed to further focus on our core healthcare businesses and enhance our competitive position. We expect to continue to undertake such strategic initiatives in the future. These initiatives are detailed in Financial Notes 2,3, 4, 5, 6 and 97, “Restructuring and Asset Impairment Charges,” “Business Combinations,Combinations”, “Healthcare Technology Net Asset Exchange,“Divestiture of Businesses,“Divestitures,” and “Discontinued Operations,”Operations” to the consolidated financial statements appearing in this Annual Report on Form 10-K.

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Competition
Our Distribution Solutions segment faces aWe face highly competitive global environmentenvironments 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 organizations.  In addition, this segment faces competition from variouswe compete with other service providers, and from pharmaceutical and other healthcare manufacturers as well as other potential customers of the segment,our businesses, which may from time-to-time decide to develop, for their own internal needs, supply management capabilities that would otherwise be provided by the segment.our businesses.  Our retail businesses also face competition from various local, regional, national and global retailers, including chain and independent pharmacies. In all areas, key competitive factors include price, quality of service, breadth of product lines, innovation and, in some cases, convenience to the customer.
Our Technology Solutions segment experiences substantial competition from many companies, including other software services firms, consulting firms, shared service vendors, certain hospitals and hospital groups, payers, care management organizations, hardware vendors and internet-based companies with technology applicable to the healthcare industry. Competition varies in size from small to large companies, in geographical coverage and in scope and breadth of products and services offered.
Patents, Trademarks, Copyrights and Licenses
McKesson and its subsidiaries hold patents, copyrights, trademarks and trade secrets related to McKesson products and services. We pursue patent protection for our innovation,innovations, and obtain copyrights coveringcopyright 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. and in foreign countries.
We believe that, in the aggregate, McKesson’s confidential information, patents, copyrights, trademarks and trademarksintellectual property licenses are important to its operations and market position, but we do not consider any of our businesses 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. 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. While 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 operation.

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We hold inbound licenses for certain intellectual property that is used internally, and in some cases, utilized in McKesson’s products or services. While it may be necessary in the future 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 reasonable terms. We believe our operations and products and services are not materially dependent on any single license or other agreement with any third party.
Other Information about the Business
Customers: During 2016,2019, sales to our ten largest customers, including group purchasing organizations (“GPOs”)GPOs accounted for approximately 52.4%49.9% of our total consolidated revenues. Sales to our largest customer, CVS Health (“CVS”), accounted for approximately 20.3%19.4% of our total consolidated revenues. In May 2019, we extended our pharmaceutical distribution relationship with CVS to June 2023. At March 31, 2016,2019, trade accounts receivable from our ten largest customers were approximately 32%31.9% of total trade accounts receivable. Accounts receivable from CVS were approximately 18%18.4% of total trade accounts receivable. We also have agreements with GPOs, each of which functions as a purchasing agent on behalf of member hospitals, pharmacies and other healthcare providers, as well as with government entities and agencies. The accounts receivablesreceivable balances are with individual members of the GPOs, and therefore no significant concentration of credit risk exists. Substantially all of these revenues and accounts receivable are included in our DistributionU.S. Pharmaceutical and Specialty Solutions segment.
Suppliers: We obtain pharmaceutical and other products from manufacturers, none of which accounted for more than 6% of our purchases in 2016.2019. The loss of a supplier could adversely affect our business if alternate sources of supply are unavailable. We believe that our relationships with our suppliers as a whole, are good.generally sound. The ten largest suppliers in 20162019 accounted for approximately 44%42% of our purchases.
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Some of our distribution arrangements with the manufacturers provides us compensation based on a percentage of our purchases. In addition, we have certain distribution arrangements with pharmaceutical manufacturers that include an inflation-based compensation component whereby we benefit when the manufacturers increase their prices as we sell our existing inventory at the new higher prices. For these 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 a materialan adverse impact on our gross profit margin.
Research and Development: Research and development (“R&D”) expenses were $71 million, $125 million and $341 million during 2019, 2018 and 2017. R&D expenses were lower in 2019 due to the sale of our Enterprise Information Solutions (“EIS”) business. R&D costs were $392 million, $392 million and $457 million during 2016, 2015 and 2014. These costs do not include $30 million, $34 million and $40 millionlower in 2018 due to the 2017 contribution of costs capitalized for software held for sale during 2016, 2015 and 2014. Development expenditures are primarily incurred bythe majority of our McKesson Technology Solutions segment. Our Technology Solutions segment’s product development efforts apply computer technology and installation methodologies to specific information processing needs of hospitals and other customers. We believe that a substantial and sustained commitment to such expenditures is importantbusinesses (“Core MTS Business”) to the long-term success of this business. Additional information regarding our development activities is included in Financial Note 1, “Significant Accounting Policies,” to the consolidated financial statements appearing in this Annual Report on Form 10-K.Change Healthcare joint venture.
Environmental Regulation: 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 hazardous substances and wastes, and the cleanup of contaminated sites. We could incur substantial costs, including cleanup costs, fines and civil or criminal sanctions and third-party damage or personal injury claims, if in the future we were to violate or become liable under environmental laws.
We are committed to maintaining compliance with all environmental laws applicable to our operations, products and services and to reducing our environmental impact across all aspects of our business. We meet this commitment through an environmental strategy and sustainability program.
We sold our chemical distribution operations in 1987 and retained responsibility for certain environmental obligations. Agreements with the Environmental Protection Agency and certain states may require environmental assessments and cleanups at several closed sites. These matters are described further in Financial Note 24, “Commitments and Contingent Liabilities,” to the consolidated financial statements appearing in this Annual Report on Form 10-K.

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The liability for environmental remediation and other environmental costs is accrued when the Company considers it probable and can reasonably estimate the costs. Environmental costs and accruals, including that related to our legacy chemical distribution operations, are presently not material to our operations or financial position. Although there is no assurance that existing or future environmental laws applicable to our operations or products will not have a material adverse impact on our operations or financial condition, we do not currently anticipate material capital expenditures for environmental matters. Other than the expected expenditures that may be required in connection with our legacy chemical distribution operations, we do not anticipate making substantial capital expenditures either for environmental issues, or to comply with environmental laws and regulations in the future. The amount of our capital expenditures for environmental compliance was not material in 20162019 and is not expected to be material in the next year.
Employees: On March 31, 2016,2019, we employed approximately 68,000 full-time equivalent80,000 employees, including approximately 20,000 part-time employees.
Financial Information About Foreign and Domestic Operations: Certain financial information relating to foreign and domestic operations is included in Financial Note 27,28, “Segments of Business,” to the consolidated financial statements appearing in this Annual Report on Form 10-K. See “Risk Factors” in Item 1A of Part I Item 1A below for information regarding risks associated with our foreign operations.
Forward-Looking Statements
This Annual Report on Form 10-K, including “Management’s Discussion and 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, as amended and section 21E of the Securities Exchange Act of 1934, as amended. Some of these statements can be identified by use of forward-looking words such as “believes,” “expects,” “anticipates,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans” or “estimates,” or the negative of these words, or other comparable terminology. The discussion of financial trends, strategy, plans 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 predict or identify all such risks and uncertainties, they may include, but are not limited to, the factors discussed in Item 1A of Part I of this report under “Risk Factors.” The reader should not consider the list to be a complete statement

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These and other risks and uncertainties are described herein and in other information contained in our publicly available SEC filings and press releases. Readers are cautioned not to place undue reliance on these forward-looking statements, 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 these forward-looking statements to reflect events or circumstances after the date hereof, or to reflect the occurrence of unanticipated events.
Item 1A.Risk Factors
The risks described below could have a material adverse impact on our financial position, results of operations, liquidity and cash flows. Although it is not possible to predict or identify all such risks and uncertainties, they may include, but are not limited to, the factors discussed below. Our business operations could also be affected by additional factors that are not presently known to us or that we currently consider not to be material. The reader should not consider this list to be a complete statement of all risks and uncertainties.
Changes in the United States healthcare industry and regulatory environment could have a material adverse impact on our results of operations.
Many of our products and services are intended to function within the structure of the healthcare financing and reimbursement system currently being used in the United States. In recent years, the healthcare industry in the United States has changed significantly in an effort to enhance efficiencies, reduce costs and improve patient outcomes. These changes have included cuts in Medicare and Medicaid reimbursement levels, changes in the basis for payments, shifting away from fee-for-service and towards value-based payments and risk-sharing models, increases in the use of managed care and consolidation of pharmaceutical and medical-surgical supply distributors andin the development of large, sophisticated purchasing groups.healthcare industry. We expect the healthcare industry in the United States to continue to change and for healthcare delivery models to evolve in the future.

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Changes in the healthcare industry’s or our pharmaceutical suppliers’ pricing, selling, inventory, distribution or supply policies or practices could significantly reduce our revenues and net income. Additionally, if we experience disruptions in our supply of generic drugs, our margins could be adversely affected. Due to the diverse range of healthcare supply management and healthcare information technology products and services that we offer, such changes could have a material adverse impact on our results of operations, while not affecting some of our competitors who offer a narrower range of products and services.
The majority of our U.S. pharmaceutical distribution business agreements with manufacturers are structured to ensure that we are appropriately and predictably compensated for the services we provide. However, failureFailure to successfully renew these contracts in a timely and favorable manner could have a material adverse impact on our results of operations. Certain distribution business agreements we entered into with manufacturers continue to have pharmaceutical price inflation as a component of our compensation. Consequently, our results of operations could be adversely affected if the frequency or magnitude of pharmaceutical price increases declines,or decreases, which we do not control. In addition, we distribute generic pharmaceuticals, which can be subject to both price deflation and price inflation. During 2016,Our generic pharmaceutical sourcing program has benefited from sourcing through our Distributionjoint venture with Walmart, Inc., ClarusONE. If ClarusONE does not continue to be successful, our margins could be adversely affected. Our U.S. Pharmaceutical and Specialty Solutions segment experienced weaker generic pharmaceutical pricing trends which are expected to continue in 2017.over the last three years. Continued volatility in the availability, pricing trends or reimbursement of these generic drugs, or significant fluctuations in the nature, frequency and magnitude of generic pharmaceutical launches, could have a material adverse impact on our results of operations. Additionally, any future changes in branded and generics drug pricing could be significantly different than our projections.
Generic drug manufacturers are increasingly challenging the validity or enforceability of patents on branded pharmaceutical products. During the pendency of these legal challenges, a generics manufacturer may begin manufacturing and selling a generic version of the branded product prior to the final resolution of its legal challenge over the branded product’s patent. To the extent we source, contract manufacture, and distribute such generic products, the brand-name company could assert infringement claims against us. While we generally obtain indemnification against such claims from generic manufacturers as a condition of distributing their products, there can be no assurances that these rights will be adequate or sufficient to protect us.
The healthcare industry is highly regulated, and further regulation of our distribution businesses and 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 Company to litigation and regulatory investigations.

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Healthcare Fraud: We are subject to extensive and frequently changing local, state and federal laws and regulations relating to healthcare fraud, waste and abuse. Local, state and federal governments continue to strengthen their position and scrutiny over practices involving fraud, waste and abuse affecting Medicare, Medicaid and other government healthcare programs. Our relationships with pharmaceutical and medical-surgical product manufacturers and healthcare providers, as well as our provision of products and services to government entities, subject our business to laws and regulations on fraud and abuse, which among other things: (1) prohibit persons from soliciting, offering, receiving or paying any remuneration in order to induce the referral of a patient for treatment or to induce the ordering or purchasing of items or services that are in any way paid for by Medicare, Medicaid or other government-sponsored healthcare programs; (2) impose a number of 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 claim for payment to, and knowing retention of an overpayment by, a federal healthcare program such as Medicare and Medicaid. Many of the regulations applicable to us, including those relating to marketing incentives, are vague or indefinite and have not been interpreted by the courts. The regulations may be interpreted or applied by a prosecutorial, regulatory, or judicial authority in a manner that could require us to make changes in our operations. If we fail to comply with applicable laws and regulations, we could be subject to federal or state government investigations or qui tam actions, and could become liable for damages and suffer civil and criminal penalties, including the loss of licenses or our ability to participate in Medicare, Medicaid and other federal and state healthcare programs.

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Reimbursements: Both ourOur profit margins and the profit margins of our customers may be adversely affected by laws and regulations reducing reimbursement rates (including government rates) for pharmaceuticals, medical treatments and related services, imposing additional requirements on healthcare entities, or changing the methodology by which reimbursement levels are determined.
For example, on October 25, 2018, the Patient Protection and Affordable Care Act and theDepartment of Health Care and Education Reconciliation Act (collectively the “Affordable Care Act”& Human Services (“HHS”), signed into law in 2010, revised, subject announced its intent to rulemaking, the federal upper limitspropose an International Pricing Index (“FUL”IPI”) for Medicaid reimbursement for multiple source generic drugs available for purchase by retail community pharmacies on a nationwide basis. On January 21, 2016, the Centerspayment model to reduce government payments for Medicare and Medicaid Services (“CMS”) released the Covered Outpatient Drugs final rule with comment. The final rule, with limited exceptions, establishes the FUL to be 175% of the weighted average (determined on the basis of utilization) of the most recently reported monthly average manufacturer price (“AMP”) using a smoothing process. States had until May 2016 to implement the FULs. Additionally, the final rule established actual acquisition cost as the basis by which states should determine their ingredient cost reimbursement, addressed the sufficiency of dispensing fees to reflect the cost of the pharmacist’s professional services and cost to dispense drugs to Medicaid beneficiaries, and clarified that states are required to evaluate the sufficiency of both ingredient cost and professional dispensing fee when proposing changes to either component. Use of the revised AMP-based FUL may result in a reduction in the Medicaid reimbursement rates to our customers for certain pharmaceuticals, which could indirectly impact the prices that we can charge our customers and cause corresponding declines in our profitability.
The federal government may adopt measures that could reduce Medicare and/or Medicaid spending, or impose additional requirements on healthcare entities. For example, under the terms of the Budget Control Act of 2011, an automatic 2% reduction of Medicare program payments for all healthcare providers became generally effective for services provided on or after April 1, 2013. This automatic reduction is known as “sequestration.” Medicare generally reimburses physicians for Part B drugs atto levels more closely aligned with prices paid in other countries. If proposed and finalized, the rate of average sales pricefar-reaching model could reduce Part B drug reimbursement by 30 percent between 2020 and 2025. The model would eliminate the “buy and bill” model and reintroduce the Competitive Acquisition Program (“ASP”CAP”) plus 6%. The implementation of sequestration pursuantThis could allow private vendors (including non-wholesaler entities) to procure and distribute drugs to physicians and hospitals, while Medicare would pay the Budget Control Act of 2011 has effectively reduced reimbursement below the ASP plus 6% levelvendor for the durationincluded drugs based on the target price driven by the IPI. Also, on January 31, 2019, the HHS Office of sequestration (which lasts through fiscal 2024Inspector General released the Removal of Safe Harbor Protection for Rebates to Plans or Pharmacy Benefit Managers (“PBM”) Involving Prescription Pharmaceuticals and Creation of New Safe Harbor Protection Proposed Rule. If finalized, the proposal would create significant change in the absence of additional legislation). As another example, the Medicare Access and CHIP Reauthorization Act (“MACRA”), signed into law in April 2015, seeks to reform Medicare reimbursement policy for physician fee schedule services and adopts a series of policy changes affecting a wide range of providers and suppliers. Most notably, MACRA repeals the statutory Sustainable Growth Rate formula, which has called for cuts in Medicare rates in recent years, but which Congress routinely stepped in to override the full application of the formula. Instead, after a period of stable payment updates, MACRA links physician payment updates to quality andpharmaceutical value measurements and participation in alternative payment models. MACRA also extends certain expiring Medicarechain as manufacturers, PBM, managed care organizations and other healthindustry stakeholders look to implement new transactional flows and adapt their business models. Additionally, federal and state lawmakers are increasingly exploring other policy provisions,proposals to reduce drug price, including extending the Children’s Health Insurance Program. Additionally, concerns held by federal policymakers about the federal deficitprice transparency measurers and national debt levels could result in enactment of further federal spending reductions, further entitlement reform legislation affecting the Medicare program, or both. We cannot predict what alternative or additional deficit reduction initiatives or Medicare payment reductions, if any, will ultimately be enacted into law, or the timing or affect any such initiatives or reductions will have on us.drug reimportation.
There can be no assurance that the preceding changes would not have a material adverse impact on our results of operations.
Operating, Security and Licensure Standards: We are subject to the operating and security standards of the Drug Enforcement Administration (“DEA”), the U.S. Food and Drug Administration (“FDA”), various state boards of pharmacy, state health departments, HHS, the U.S. Department of Health and HumanCenters for Medicare & Medicaid Services (“HHS”CMS”), the CMS and other comparable agencies. Certain of our businesses may be required to register for permits and/or licenses with, and comply with operating and security standards of, the DEA, FDA, HHS, CMS, various state boards of pharmacy, state health departments and/or comparable state agencies as well as foreign agencies and certain accrediting bodies, depending 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 accompanying regulations governing the sale, marketing, packaging, holding, distribution, and disposal of controlled substances.
As part of these operating, security and licensure standards, we regularly receive requests for information and occasionally subpoenas from government authorities. In some instances, these can lead to monetary penalties and/or license revocation. In March 2015,January 2017, we reached an agreement in principle with the DEA and Department of Justice pursuant to which we agreed to pay the sum ofpaid $150 million to settle all potential administrative and civil claims relating to investigations about the Company’s suspicious order reporting practices for controlled substances. The DEA suspended, on a staggered basis for limited periods of time, McKesson’s DEA registrations to distribute certain controlled substances from four McKesson distribution centers. As of March 31, 2019, staggered suspensions have expired for two DEA registrations and two remain applicable.

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Although we have enhanced our procedures to ensure compliance, there can be no assurance that a regulatory agency or tribunal would conclude that our operations are compliant with applicable laws and regulations. In addition, there can be no assurance that we will be able to maintain or renew existing permits, licenses or any other regulatory approvals or obtain without significant delay future permits, licenses or other approvals needed for the operation of our businesses. Any noncompliance by us with applicable laws and regulations or the failure to maintain, renew or obtain necessary permits and licenses could lead to litigation and have a material adverse impact on our results of operations.

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Pedigree Tracking: There have been increasing efforts by Congress and state and federal agencies, including state boards of pharmacy and departments of health and the FDA, to regulate the pharmaceutical distribution system in order to prevent the introduction of counterfeit, adulterated and/or mislabeled drugs into the pharmaceutical distribution system, otherwise known as pedigree tracking. In November 2013, Congress passed and the President signed into law the Drug Quality and Security Act (“DQSA”). The DQSA establishes federal standards requiring supply-chain stakeholders to participate in an electronic, interoperable, lot-levela prescription drug track and trace system. Track and trace began in 2015 at the lot-level and evolves to a serialized level electronic, interoperable system by November 2023. The law also preempts state drug pedigree requirements. The DSQA also establishes new requirements for drug wholesale distributors and third partythird-party logistics providers, including licensing requirements in states that had not previously licensed such entities.
In addition, the Food and Drug Administration Amendments Act of 2007, which went into effect on October 1, 2007 requires the FDA to establish standards and identify and validate effective technologies for the purpose of securing the pharmaceutical supply chain against counterfeit drugs. These standards may include track-and-tracetrack and trace or authentication technologies, such as radio frequency identification devices, 2D data matrix barcodes and other similar technologies. On March 26, 2010, the FDA released the Serialized Numerical Identifier (“SNI”) guidance for manufacturers who serialize pharmaceutical packaging. We expect to be able to accommodate these SNI regulations in our distribution operations. The DQSA and other pedigree tracking laws and regulations could increase the overall regulatory burden and costs associated with our pharmaceutical distribution business, and could have a material adverse impact on our results of operations.
Privacy: State,There are numerous federal and foreignstate laws regulateand regulations related to the confidentiality of personal information, how that information may be used, and the circumstances under which such information may be released. These regulations govern the disclosure and use of confidential personal and patient medical record information and require the users of such information to implement specified privacy and security measures. Regulations currently in place, includingof personal information. In particular, regulations governing electronic health data transmissions, continuepromulgated pursuant to evolve and are often unclear and difficult to apply. Although we modified our policies, procedures and systems to comply with the current requirements of applicable state, federal and foreign laws, including the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) establish privacy and security standards that limit the Health Information Technology for Economicuse and Clinical Health (“HITECH”disclosure of individually identifiable health information (known as “protected health information”) Act portionand require the implementation of administrative, physical and technological safeguards to protect the privacy of protected health information and ensure the confidentiality, integrity and availability of electronic protected health information. We are directly subject to certain provisions of the American Recovery and Reinvestment Act of 2009, new laws and regulations in this area could further restrictas a “Business Associate” through our or our customers’ abilityrelationships with customers. We are also directly subject to obtain, use or disseminate personal or patient information, or could require us to incur significant additional costs to re-design our products or services in a timely manner, either of which could have a material adverse impact on our results of operations. In addition, the HITECH Act expanded HIPAA privacy and security requirementsregulations as a “Covered Entity” with respect to our operations as a healthcare clearinghouse, specialty pharmacy and increased financial penaltiesmedical surgical supply business.
The privacy regulations established under HIPAA also provide patients with rights related to understanding and controlling how their protected health information is used and disclosed. To the extent permitted by applicable privacy regulations and our contracts with our customers, we may use and disclose protected health information to perform our services and for violations. It also extended certain provisionsother limited purposes, such as creating de-identified information. Other uses and disclosures, such as marketing communications, require written authorization from the individual or must meet an exception specified under the privacy regulations. Determining whether protected health information has been sufficiently de-identified to comply with the HIPAA privacy standards and our contractual obligations may require complex factual and statistical analyses and may be subject to interpretation.
If we are unable to properly protect the privacy and security of the federalprotected health information entrusted to us, we could be found to have breached our contracts with our customers. Further, if we fail to comply with applicable HIPAA privacy and security standards, we could face civil and criminal penalties. HHS performs compliance audits of Covered Entities and Business Associates and enforces the HIPAA privacy and security standards. HHS has become an increasingly active regulator and has signaled its intention to continue this trend. HHS has the discretion to impose penalties without being required to attempt to resolve violations through informal means, such as implementing a corrective action plan. HHS enforcement activity can result in financial liability and reputational harm, and responses to such enforcement activity can consume significant internal resources. In addition to enforcement by HHS, state attorney generals are authorized to bring civil actions seeking either injunctions or damages in response to violations that threaten the privacy of state residents. Although we have implemented and maintained policies and processes to assist us in complying with these regulations and our capacity as a business associate of our payer and provider customer. These standards maycontractual obligations, we cannot provide assurance regarding how these regulations will be interpreted, by a regulatory authorityenforced or applied to our operations. In addition to the risks associated with enforcement activities and potential contractual liabilities, our ongoing efforts to comply with evolving laws and regulations at the federal and state level, including the California Consumer Protection Act, which becomes effective in a manner that could2020, might also require us to make a material changecostly system purchases and/or modifications from time to our operations. Furthermore, our failure to maintain the confidentialitytime.

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Healthcare Reform:    The Affordable Care Act (“ACA”) significantly expanded health insurance coverage to uninsured Americans and changed the way healthcare is financed by both governmental and private payers. While certain provisions of the Affordable Care ActACA took effect immediately, others have delayed effective dates or require further rulemaking action or regulatory guidance by governmental agencies to implement and/or finalize (e.g. nondiscrimination in health programs and activities, excise tax on high-cost employer-sponsored health coverage). We do not currently anticipate that the Affordable Care Act or any resulting federal and state healthcare reforms will haveFurther, as a material impact on our financial position and results of operations. However, given the scoperesult of the changes madeNovember 2016 U.S. presidential election and under consideration,the November 2018 midterm election, there are continued uncertainties associated with efforts to change or repeal certain provisions of the ACA as well as the uncertainties associated with implementation ofmoves to achieve universal healthcare reforms, we cannot predict their full effect on the Company at this time.

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Interoperability and Meaningful Use Requirement: There is increasing demand among customers, industry groups and government authorities that healthcare information technology products provided by various vendors be compatible with each other. In 2013, in order to address this demand for interoperability we and a number of other healthcare information technology (“IT”) companies co-founded the CommonWell Health Alliance with the aim of developing a standard for data sharing among doctors, hospitals, clinics and pharmacies. Certain federal and state agencies also are developing standards that could become mandatory for software and systems purchased by these agencies, or used by our customers. With respect to legislation addressing interoperability, MACRA promotes and defines interoperability, requires metrics to measure interoperability, and requires vendors and providers to attest that they are not blocking data. Regarding meaningful use requirements, the HITECH Act requires meaningful use of “certified” healthcare information technology products by healthcare providers in order to receive stimulus funds from the federal government. Further, the 21st Century Cures bill that passed the U.S. House of Representatives last year contained language focused on promoting greater interoperability of health IT. Specifically the bill creates penalties for so-called “information blocking” by IT vendors or providers. The bill also carves most health IT products out of the FDA’s jurisdiction, but includes a clawback provision that would enable FDA to regulate products on a case-by-case basis if it determined they pose a risk to patient safety. Finally, the bill included additional funding for the National Institutes of Health, and the FDA. The Senatecoverage. While there is currently considering similar legislation with final passage possible this year.
Although severala substantial lack of our healthcare information technology products have received certification, rules regarding meaningful useclarity around the likelihood, timing and details of any such policies and reforms, such policies and reforms may be changed or supplemented in the future. As a result of interoperability and meaningful requirements, we may incur increased development costs and delays in receiving certification for our products, and changing or supplementing rules also may lengthen our sales and implementation cycle. We also may incur costs in periods prior to the corresponding recognition of revenue. To the extent these requirements subsequently are changed or supplemented, or we are delayed in receiving certification for our products, customers may postpone or cancel their decisions to purchase or implement these products.
FDA Regulation of Medical Software:  The FDA has increasingly focused on the regulation of medical software and health information technology products as medical devices under the federal Food, Drug and Cosmetic Act. For example, in 2011 the FDA issued a rule on medical device data systems that regulates certain software that electronically stores, transfers or displays data originating from medical devices as Class 1 medical devices themselves (i.e., those devices deemed by the FDA to be low risk and subject to the least regulatory controls). However, in February 2015, the FDA issued guidance to inform manufacturers and distributors of medical device data systems that it did not intend to enforce compliance with regulatory controls that apply to medical device data systems, medical image storage devices, and medical image communication devices. If the FDA chooses to regulate more of our products as medical devices, or subsequently changes or reverses its guidance regarding not enforcing regulatory controls for certain medical device products, it can impose extensive requirements upon us. If we fail to comply with the applicable requirements, the FDA could respond by imposing fines, injunctions or civil penalties, requiring recalls or product corrections, suspending production, refusing to grant pre-market clearance of products, withdrawing clearances and initiating criminal prosecution. Any additional FDA regulations governing health information technology products, once issued, may increase the cost and time to market of new or existing products or may prevent us from marketing our products. The 21st Century Cures bill would also change the way health IT would be regulated by the FDA. The bill also carves most health IT products out of the FDA’s jurisdiction, but includes a clawback provision that would enable FDA to regulate products on a case-by-case basis if it determined they pose a risk to patient safety. The Senate is currently considering similar legislation with final passage probable this year.
Standards for Submission of Healthcare Claims: HHS previously adopted two rules that impact healthcare claims submitted for reimbursement. The first rule modified the standards for electronic healthcare transactions (e.g., eligibility, claims submission and payment and electronic remittance) from Version 4010/4010A to Version 5010. The second rule updated and expanded the standard medical code sets for diagnosis and procedure coding from International Classification of Diseases, Ninth Revision (“ICD-9”) to International Classification of Diseases, Tenth Revision (“ICD-10”). The compliance date for ICD-10 conversion was postponed from October 1, 2014 to October 1, 2015. Updating systems to Version 5010 for electronic healthcare transactions (e.g., eligibility, claims submission and payment and electronic remittance) is required for use of the ICD-10 code set. Generally, claims submitted not using Version 5010 and ICD-10 will not be processed, and health plans not accepting transactions using Version 5010 and ICD-10 may experience significant increases in customer service inquiries. We may incur increased development costs and delays in delivering solutions and upgrading our software and systems as the healthcare industry moves towards compliance with these rules. In addition, these rules may lengthen our sales and implementation cycle and we may incur costs in periods prior to the corresponding recognition of revenue. Delays in providing software and systems that are in compliance with these rules may result in postponement or cancellation of our customers’ decisions to purchase our software and systems.

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Medical Billing and Coding: Medical billing, coding and collection activities are governed by numerous federal and state civil and criminal laws. In connection with these laws, we may be subjected to federal or state government investigations and possible penalties may be imposed upon us, false claims actions may have to be defended, private payers may file claims against us and we may be excluded from Medicare, Medicaid or other government-funded healthcare programs. Any such proceeding or investigation could have a material adverse impact on our results of operations.
Our foreign operations subject us to a number of operating, economic, political and regulatory risks that may have a material adverse impact on our financial position and results of operations.
We have operations based in, and we source and contract manufacture pharmaceutical and medical-surgical products in, a number of foreign countries. The Company’s acquisition ofMoreover, in Europe, McKesson Europe AG (“McKesson Europe”), formerly known as Celesio AG, (“Celesio”) significantly increasesoperates as a wholesale and retail company and provider of logistics and services to the importance of our foreign operations to our future operationspharmaceutical and growth.healthcare sector.
Our foreign operations expose us to a number of risks including changes in trade protection laws, policies and measures and other regulatory requirements affecting trade and investment; changes in licensing regimes for pharmacies; unexpected regulatory, social, political, or economic changes in a specific country or region;region such as the reduction of reimbursement rates within the National Health Service in the United Kingdom (“U.K.”); changes in intellectual property, privacy and data protection; import/export regulations and trade sanctions in both the United States and foreign countries and difficulties in staffing and managing foreign operations. For example, the Falsified Medicines Directive became operational in most European Union (“EU”) countries on February 9, 2019 and required implementing safety features for medicines, including a unique identifier (a two-dimension barcode) and an anti-tampering device on outer packaging. Political changes, labor strikes, acts of war or terrorism and natural disasters, some of which may be disruptive, can interfere with our supply chain, our customers and all of our activities in a particular location.
In June 2016, voters in the U.K. approved a referendum to withdraw the U.K.'s membership from the EU, commonly referred to as "Brexit". In March 2017, the U.K. government officially gave notice to leave, starting a two-year negotiation process. The resulting Withdrawal Agreement was intended to ensure continuity, as the U.K. could remain a de facto member until the end of 2020, during which time the two sides could negotiate their future political and trade relations. However, the U.K. legislature has declined to ratify the Withdrawal Agreement, and no alternative agreement has been negotiated to govern the withdrawal of the U.K. from the EU. The U.K. and the EU agreed to an extension of the deadline for withdrawal until October 31, 2019, although the U.K. could leave the EU sooner than that date if the Withdrawal Agreement is ratified, or if the parties reach an alternative agreement governing the withdrawal of the U.K. from the EU. If no agreement is reached and the U.K. leaves the EU after the October 31, 2019 deadline, significant trade barriers would exist between the EU and the U.K.
We have operations in the U.K. and the EU, and as a result, we face risks associated with the potential uncertainty and disruptions that may lead up to and follow Brexit, including with respect to volatility in exchange rates and interest rates and potential material changes to the regulatory regime applicable to our operations in the U.K. Brexit could adversely affect European or worldwide political, regulatory, economic or market conditions and could contribute to instability in global political institutions, regulatory agencies and financial markets. For example, depending on the terms of Brexit, the U.K. could also lose access to the single EU market and to the global trade deals negotiated by the EU on behalf of its members. Disruptions and uncertainty caused by Brexit may also be affected by potentially adverse tax consequencescause our clients to closely monitor their costs and difficulties associated with repatriating cash generatedreduce their spending budget on our solutions and services. Any of these effects of Brexit, and others we cannot anticipate or held abroad.that may evolve over time, could adversely affect our business, results of operations and financial condition.
Foreign
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In addition, foreign operations are also subject to risks of violations of laws prohibiting improper payments and bribery, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and similar regulations in foreign jurisdictions. The U.K. Bribery Act, for example, prohibits both domestic and international bribery, as well as bribery across both private and public sectors. An organization that fails to prevent bribery committed by anyone associated with the organization can be charged under the U.K. Bribery Act unless the organization can establish the defense of having implemented adequate procedures to prevent bribery. Failure to comply with these laws could subject us to civil and criminal penalties that could have a material adverse impact on our financial position and results of operations.
We also may experience difficulties and delays inherent in sourcing products and contract manufacturing from foreign countries, including but not limited to: (1) difficulties in complying with the requirements of applicable federal, state and local governmental authorities in the United States and of foreign regulatory authorities; (2) inability to increase production capacity commensurate with demand or the failure to predict market demand; (3) other manufacturing or distribution problems including changes in types of products produced, limits to manufacturing capacity due to regulatory requirements, physical limitations, or scarce or inadequate resources that could impact continuous supply; and (4) damage to our reputation due to real or perceived quality issues. For example, the FDA has conducted investigations and banned certain generics manufacturers from selling certain raw materials and drug ingredients in the U.S. from overseas plants due to quality issues. Difficulties in manufacturing or access to raw materials could result in production shutdowns, product shortages and other similar delays in product manufacturing that could have a material adverse impact on our financial position and results of operations.
Changes in the Canadian healthcare industry and regulatory environment could have a material adverse impact on our results of operations.
Provincial governments in Canada provide partial funding for the purchase of pharmaceuticals and independently regulate the sale and reimbursement of drugs. Provincial governments in Canada have introduced significant changes in recent years in an effort to reduce the costs of publicly funded health programs. For instance, to reduce the cost for taxpayers, provincial governments have taken and will continue to take steps to reform the rules regarding the sale of generic drugs. These changes include increased powers of investigation, reporting and enforcement for provincial regulatory agencies, the significant lowering of prices for generic pharmaceuticals and, in some provinces, changes to the allowable amounts of professional allowances paid to pharmacists by generic manufacturers.manufacturers and the tendering of generic molecules on provincial drug formularies. These reforms may adversely affect the distribution of drugs as well as the pricing for prescription drugs for the Company’s operations in Canada. OtherAdditional provinces have implemented or are considering similar changes, which would also lower pharmaceutical pricing and service fees. Individually or in combination, such changes in the Canadian healthcare environment may significantly reduce our Canadian revenue and operating profit.

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General European economic conditions, together with austerity measures being taken by certain European governments, could have a material adverse impact on our results of operations.
The Company’s acquisition of Celesio increased our assets and operations within Europe and, accordingly, our exposure to economic conditions in Europe. A slowdown within the European economy could affect our business in Europe by reducing the prices our customers may be able or willing to pay for our products and services. A slowdown may also reduce the demand for our products. Either of these could result in a material adverse impact on our results of operations.
In addition, in many European countries the government provides or subsidizes healthcare to consumers and regulates pharmaceutical prices, patient eligibility, and reimbursement levels to control costs for the government-sponsored healthcare system. In recent years, in response to the recessionary environment and financial crisis in Europe, a number of European governments, including the government in the U.K. in the past year, have announced or implemented austerity measures to reduce healthcare spending and constrain overall government expenditures. These measures, which include efforts aimed at reforming healthcare coverage and reducing healthcare costs, continue to exert pressure on the pricing of and reimbursement timelines for pharmaceuticals and may cause our customers to purchase fewer of our products and services and reduce the prices they are willing to pay.
Countries with existing healthcare-related austerity measures may impose additional laws, regulations, or requirements on the healthcare industry. In addition, European governments that have not yet imposed healthcare-related austerity measures may impose them in the future. New austerity measures may be similar to or vary from existing austerity measures and could have a material adverse impact on our results of operations.

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Changes in the Europeanforeign regulatory environment regarding privacy and data protection regulations could have a material adverse impact on our results of operations.
Personal data is highly regulated in many other countries in which we operate. In addition, some of the data that we process, store and transmit may travel outside of the United States. In Europe, we are subject to the 1995 European Union (“EU”) Directive onGeneral Data Protection Regulation (“1995 DataGDPR”) and in Canada, we are subject to the Personal Information Protection Directive”and Electronic Documents Act (“PIPEDA”), which requires EU member states to. The GDPR and PIPEDA impose minimum restrictions on the collection and use of personal data that, in some respects, are more stringent, and impose more significant burdens on subject businesses, than current privacy standards in the United States. We may also face audits or investigations by one or more foreign government agencies relating to our compliance with these regulations that could result in the imposition of penalties or fines. The EU member state regulations establish several obligations that organizations must follow with respect to use of personal data, including a prohibition on the transfer of personal information from the EU to other countries whose laws do not protect personal data to an adequate level of privacy or security. In addition,Other countries have enacted or are considering enacting data localization laws that require certain member states have adopteddata to stay within their borders. We may also face audits or investigations by one or more stringent data protection standards. The Company had addressedforeign government agencies relating to our compliance with these requirements by certification to the U.S.-EU Safe Harbor Frameworks prior to such Frameworks being invalidated in October 2015 by the European Court of Justice. Although recent negotiations between the U.S. and the EU have yielded the likely successor to the Safe Harbor Framework, the EU-U.S. Privacy Shield, this new framework has not yet been approved by all of the necessary EU regulatory bodies. In the interim, we are pursuing alternative methods of compliance, but those methods may be subject to scrutiny by data protection authorities in EU member states. On December 15, 2015, the European Parliament and the Council of the European Union (Council) reached a political agreement on the future EU data protection legal framework. Subject to formal adoption by the European Parliamentregulations that could result in the first halfimposition of 2016, the General Data Protection Regulation (“GDPR”) will replace the 1995 Data Protection Directive. Although the GDPR has not yet been finalized and minor modifications remain possible, the GDPR will have significant impacts on how businesses can collect and process the personal data of EU individuals. The GDPR is expected to become effective sometime in 2018, two years after its final adoption in 2016.penalties or fines. The costs of compliance with, and other burdens imposed by, such laws, regulations and policies that are applicable to us may limit the use and adoption of our products and solutions and could have a material adverse impact on our results of operations.
Our results of operations, which are stated in U.S. dollars, could be adversely impacted by fluctuations in foreign currency exchange rates.
We conduct our business worldwide in U.S. dollars and the functional currencies of our foreign subsidiaries, including Euro, British pound sterling and Canadian dollar.dollars. Changes in foreign currency exchange rates could have a significant adverse impact on our financial results that are reported in the U.S. dollar.dollars. We are also exposed to foreign currency exchange rate risk related to our foreign subsidiaries, including intercompany loans denominated in non-functional currencies.
We may from time to time enter into foreign currency contracts or other derivative instruments intended to hedge a portion of our foreign currency exchange rate risks. Additionally, we may use foreign currency borrowings to hedge some of our foreign currency exchange rate risks. These hedging activities may not completely offset the adverse financial effects of unfavorable movements in foreign currency exchange rates during the time the hedges are in place.

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Our business could be hindered if we are unable to complete and integrate acquisitions successfully.
An element of our strategy is to identify, pursue and consummate acquisitions that either expand or complement our business. Integration of acquisitions involves a number of significant risks, including the diversion of management’s attention to the assimilation of the operations of businesses we have acquired; difficulties in the integration of operations and systems; the realization of potential operating synergies; the assimilation and retention of the personnel of the acquired companies; accounting, regulatory or compliance issues that could arise, including internal control over financial reporting; and challenges retaining the customers of the combined businesses. Further, acquisitions may have a material adverse impact on our operating results if unanticipated expenses or charges to earnings were to occur, including unanticipated depreciation and amortization expenses over the useful lives of certain assets acquired, as well as costs related to potential impairment charges, assumed litigation and unknown liabilities. In addition, we may potentially require additional financing in order to fund future acquisitions, which may or may not be attainable and is subject to potential volatility in the credit markets. If we are unable to successfully complete and integrate strategic acquisitions in a timely manner, our business and our growth strategies could be negatively affected.
On February 6, 2014, we completed the acquisition of 77.6% of the then outstanding common shares of Celesio and certain convertible bonds of Celesio. Upon the acquisition, our ownership of Celesio’s fully diluted shares was 75.6%. Celesio is an international wholesale and retail company and provider of logistics and services to the pharmaceutical and healthcare sectors. On December 2, 2014, we obtained the ability to pursue the integration of the two companies upon the effectiveness of the domination and profit and loss transfer agreement (the “Domination Agreement”).
Achieving the anticipated benefits of ourany acquisition of Celesio is subject to a number of risks and uncertainties, including foreign exchange fluctuations, challenges of managing new domestic or international operations, and whether we can ensure continued performance or market growth of Celesio’s products and services. The integration process is subject to a number of uncertainties and no assurance can be given that the anticipated benefits of theany transaction will be realized or, if realized, the timing of its realization. It is possible that the integration process could take longer than anticipated, and could result in the loss of employees, the disruption of each company’s ongoing businesses, processes and systems, or inconsistencies in standards, controls, procedures, practices, policies and compensation arrangements. Any of these events could adversely affect our ability to achieve the anticipated benefits of the Celesioan acquisition and which could have a material adverse impact on our financial position, results of operations, liquidity and cash flows.operations.
Any significant diversion of management’s attention away from the ongoing businesses, and any difficulties encountered in the acquisition, transition and integration process, could adversely affect our financial results. Moreover, the failure to achieve the anticipated benefits of the Celesio acquisitiona transaction could result in increased costs or decreases in the amount of expected revenues, and could adversely affect our future business, financial position and operating results. Events outside of our control, including the market price of Celesio shares that we did not acquire in the acquisition, changes in regulations and laws, as well as economic trends, could also adversely affect our ability to realize the expected benefits from a transaction.

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Our results of operations could be impacted if our acquisitioninvestment in Change Healthcare fails to perform as expected.
On March 1, 2017, McKesson contributed the majority of Celesio.our Core MTS Business and Change contributed substantially all of its businesses, excluding its pharmacy switch and prescription routing businesses, to form a joint venture, Change Healthcare. The purpose of the transaction was to create a new healthcare information technology company, bringing together the complementary strengths of the contributed assets to provide software and analytics, network solutions and technology-enabled services that will help customers obtain actionable insights, exchange mission-critical information, control costs, optimize revenue opportunities, increase cash flow and effectively navigate the shift to value-based healthcare. Change Healthcare is jointly governed by McKesson and Change. Operating a business under joint governance of unaffiliated, controlling members could lead to conflicts of interest or deadlocks on important and time-sensitive operational, financial or strategic decisions, and will require additional organizational formalities as well as time-consuming procedures for sharing information and making decisions. If we are unable to manage our joint venture relationship and to realize the strategic and financial benefits that we expect, including an initial public offering of Change Healthcare Inc., such inability to manage the relationship or realize benefits may have a material adverse impact on our results of operations.
Our business and results of operations could be impacted if we fail to manage and complete divestitures.
We regularly evaluate our portfolio in order to determine whether an asset or business may no longer help us meet our objectives. For example, during the fourth quarter of 2015, we committed to a plan to sell our Brazilian pharmaceutical distribution business and a small business from our Distribution Solutions segment, as well as a small business from our Technology Solutions segment. When we decide to sell assets or a business, we may encounter difficulty in finding buyers or alternative exit strategies on acceptable terms in a timely manner, which could delay the achievement of our strategic objectives. We may also experience greater dissynergies than expected, and the impact of the divestiture on our revenue growth may be larger than projected. After reaching an agreement with a buyer, we are subject to satisfaction of pre-closing conditions as well as to necessary regulatory and governmental approvals, which, if not satisfied or obtained, may prevent us from completing the sale. Dispositions may also involve continued financial involvement in the divested business, such as through continuing equity ownership, guarantees, indemnities or other financial obligations. Under these arrangements, performance by the divested businesses or other conditions outside of our control could have a material adverse impact on our results of operations.

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We are subject to legal and regulatory proceedings that could have a material adverse impact on our financial position and results of operations.
From time to time and in the ordinary course of our business, we and certain of our subsidiaries may become involved in various legal and regulatory proceedings involving false claims, healthcare fraud and abuse, antitrust, class actions, commercial, employment, environmental, intellectual property, licensing, tort and other various claims. For example, the Company is a defendant in many cases alleging claims related to the distribution of controlled substances to pharmacies, often together with other pharmaceutical wholesale distributors and pharmaceutical manufacturers and retail pharmacy chains named as defendants. The Company has been served with many complaints, often brought by governmental entities (including counties and municipalities) that allege violations of controlled substance laws and various other statutes in addition to common law claims, including negligence and public nuisance, and seek monetary damages and equitable relief. Some states and other governmental entities have indicated that they are considering filing similar suits. All such legal proceedings are inherently unpredictable, and the outcome can result in excessive verdicts and/or injunctive relief that may affect how we operate our business or we may enter into settlements of claims for monetary payments. In some cases, substantial non-economic remedies or punitive damages may be sought. For some complaints filed against the Company, we are currently unable to estimate the amount of possible losses that might be incurred should these legal proceedings be resolved against the Company.
The outcome of litigation and other legal matters is always uncertain and outcomes that are not justified by the evidence or existing law can occur. The Company believes that it has valid defenses to the legal matters pending against it and is defending itself vigorously. Nevertheless, it is possible that resolution of one or any combination of more than one legal matter could result in a material adverse impact on our financial position or results of operations.
Litigation is costly, time-consuming and disruptive to normal business operations. The defense of these matters could also result in continued diversion of our management’s time and attention away from business operations, which could also harm our business. Even if these matters are not resolved against us, the uncertainty and expense associated with unresolved legal proceedings could harm our business and reputation. It is possible that resolution of one or any combination of more than one legal matter could result in a material adverse impact on our financial position or results of operations.

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Competition and industry consolidation may erode our profit.
Our Distribution Solutions segment facesbusinesses face a highly competitive 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 organizations. In addition, this segment facesour businesses face competition from various other service providers and from pharmaceutical and other healthcare manufacturers as well as other potential customers, of the segment, which may from time-to-time decide to develop, for their own internal needs, supply management capabilities that would otherwise be provided by the segment.our businesses. In all areas, key competitive factors include price, quality of service, breadth of product lines, innovation and, in some cases, convenience to the customer.
In addition, in recent years, the healthcare industry has been subject to increasing consolidation. As a result, a small number of very large pharmaceutical suppliers could control a significant share of the market. Accordingly, we could depend on fewer suppliers for our products and therefore we may be less able to negotiate price terms with suppliers. Many of our customers, including healthcare organizations that purchase our products and services, have also consolidated to create larger enterprises with greater market power. If this consolidation trend continues among our customers, suppliers and competitors, it could reduce the number of market participants and give the resulting enterprises greater bargaining power, which may lead to erosion of the prices for our products and services. It would also increase counter-party credit risk as the number of market participants decreases. In addition, when our customers combine, they often consolidate infrastructure including IT systems, which in turn may erode the diversity of our customer and revenue base.
Our McKesson Prescription Technology Solutions segmentbusiness experiences substantial competition from many companies, including other software services firms, consulting firms, shared service vendors, certain hospitals and hospital groups, payers, care management organizations, hardware vendors and internet-based companies with technology applicable to the healthcare industry. Competition varies in size from small to large companies, in geographical coverage and in scope and breadth of products and services offered.
These competitive pressures and industry consolidation could have a material adverse impact on our results of operations.

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A material reduction in purchases or the loss of a large customer or group purchasing organization, as well as substantial defaults in payment by a large customer or group purchasing organization, could have a material adverse impact on our financial position and results of operations.
In recent years, a significant portion of our revenue growth has been with a limited number of large customers. During 2016,2019, sales to our ten largest customers, including group purchasing organizations (“GPOs”) accounted for approximately 52.4%49.9% of our total consolidated revenues. Sales to our largest customer, CVS Health (“CVS”), accounted for approximately 20.3%19.4% of our total consolidated revenues. At March 31, 2016,2019, trade accounts receivable from our ten largest customers were approximately 32%31.9% of total trade accounts receivable. Accounts receivable from CVS were approximately 18%18.4% of total trade accounts receivable. As a result, our sales and credit concentration is significant. We also have agreements with GPOs, each of which functions as a purchasing agent on behalf of member hospitals, pharmacies and other healthcare providers, as well as with government entities and agencies. A material default in payment, a material reduction in purchases from these or any other large customers, or the loss of a large customer or GPO could have a material adverse impact on our financial position, results of operations and liquidity.

We generally sell our products and services to customers on credit that is short-term in nature and unsecured. Any adverse change in general economic conditions can adversely reduce sales to our customers, affect consumer buying practices or cause our customers to delay or be unable to pay accounts receivable owed to us, which may in turn materially reduce our revenue growth and cause a material decrease in our profitability and cash flow. Further, interest rate fluctuations and changes in capital market conditions may also affect our customers’ ability to obtain credit to finance their business under acceptable terms, which in turn may materially reduce our revenue growth and cause a decrease in our profitability.

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Contracts with foreign and domestic government entities and their agencies pose additional risks relating to future funding and compliance.
Contracts with foreign and domestic government entities and their agencies are subject to various uncertainties, restrictions and regulations, including oversight audits by various government authorities. Government contracts also are exposed to uncertainties associated with funding. Contracts with the U.S. federal government, for example, are subject to the uncertainties of Congressional funding. Governments are typically under no obligation to maintain funding at any specific level, and funds for government programs may even be eliminated. As a result, our government clients may terminate our contracts for convenience or decide not to renew our contracts with little or no prior notice. The loss of such contracts could have a material adverse impact on our results of operations.
In addition, because government contracts are subject to specific procurement regulations and a variety of other socio-economic requirements, we must comply with such requirements. For example, for contracts with the U.S. federal government, with certain exceptions, we must comply with the Federal Acquisition Regulation, the U.S. False Claims Act, the Procurement Integrity Act, the Buy American Act and the Trade Agreements Act. We must also comply with various other domestic and foreign government regulations and requirements as well as various statutes related to employment practices, environmental protection, recordkeeping and accounting. These regulations and requirements affect how we transact business with our clients and, in some instances, impose additional costs on our business operations. Government contracts also contain terms that expose us to higher levels of risk and potential liability than non-government contracts.
We also are subject to government audits, investigations, and oversight proceedings. For example, government agencies routinely review and audit government contractors to determine whether contractors are complying with specific contractual or legal requirements. If we violate these rules or regulations, fail to comply with a contractual or other requirement, or do not satisfy an audit, a variety of penalties can be imposed by a government including monetary damages and criminal and civil penalties. In addition, any of our government contracts could be terminated or we could be suspended or debarred from all government contract work. The occurrence of any of these actions could harm our reputation and could have a material adverse impact on our results of operations.

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Our future results could be materially affected by a number of public health issues whether occurring in the United States or abroad.
Public health issues, whether occurring in the United States or abroad, could disrupt our operations, disrupt the operations of suppliers or customers, or have a broader adverse impact on consumer spending and confidence levels that would negatively affect our suppliers and customers. We have developed contingency plans to address infectious disease scenarios and the potential impact on our operations, and we will continue to update these plans as necessary. However, there can be no assurance that these plans will be effective in eliminating the negative impact of any such diseases on the Company’s operating results. We may be required to suspend operations in some or all of our locations, which could have a material adverse impact on our financial position and results of operations.
We rely on sophisticated computer systems to perform our business operations. Although we, our customers, our strategic partners and our customersexternal service providers use a variety of security measures to protect our and their computer systems, a failure or compromise of our, our customers’, our strategic partners’ or our customers’external service providers’ computer systems from a cyberattack, natural disaster, or malfunction may result in material adverse operational and financial consequences.
Our business relies on the secure electronic transmission, storage, and hosting of sensitive information, including protected health information and other types of personal information, confidential financial information, proprietary information, and other sensitive information relating to our customers, company and workforce. We routinely process, store and transmit large amounts of data in our operations, including sensitive personal information, protected health information, financial information, and confidential information relating to our business or third parties. Some of the data that we process, store and transmit may travel outside of the United States. Additionally, we outsource some important IT functions to external service providers worldwide.
Our industry is subject to various evolving federal, state and international data and security laws and regulations, which impose operational costs to achieve compliance. Any failure to comply with these laws and regulations could result in regulatory enforcement activity and the imposition of fines and other costs. In addition, compliance with these requirements could require changes in business practices, complicate our operations, and increase our oversight needs.

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The constant evolution of cyberattacks has caused us to spend more time and money to deal with increasingly sophisticated attacks. Despite our implementation of a variety of physical, technical and administrative security measures, our, our customers’ and our customers’external service providers’ computer systems could be subject to cyberattacks and unauthorized access, such as physical and electronic break-ins or unauthorized tampering. Like other global companies, we and our customers have experienced threats to data and systems, including malware and ransomware attacks, unauthorized access, system failures, user errors and disruptions.
A failure or compromise of our, our customers’, our strategic partners’ or our customers’external service providers’ computer systems may result in business disruption or jeopardize the confidential, proprietary, and sensitive information processed, stored, and transmitted through such computer systems. Such an event may result in significant damage to our reputation, financial losses, litigation, increased costs, regulatory penalties, notification costs, remediation expenses, customer attrition, brand impairment, or other business harm. These risks may increase in the future as we continue to expand our internet and mobile strategies and to build an integrated digital enterprise.
We could experience losses or liability not covered by insurance.
In order to provide prompt and complete service to our major Distribution Solutions segment’s customers, we maintain significant product inventory at certain of our distribution centers. While we seek to maintain property insurance coverage in amounts sufficient for our business, there can be no assurance that our property insurance will be adequate or available on acceptable terms. One or more large casualty losses caused by fire, earthquake or other natural disaster in excess of our coverage limits could have a material adverse impact on our results of operations.
Our business exposes us to risks that are inherent in the distribution, manufacturing, dispensing and administration of pharmaceuticals and medical-surgical supplies, the provision of ancillary services, the conduct of our payer businesses and the provision of products that assist clinical decision making and relate to patient medical histories and treatment plans. If customers or individuals assert liability claims against our products and/or services, any ensuing litigation, regardless of outcome, could result in a substantial cost to us, divert management’s attention from operations and decrease market acceptance of our products. We attempt to limit our liability to customers by contract; however, the limitations of liability set forth in the contracts may not be enforceable or may not otherwise protect us from liability for damages. Additionally, we may be subject to claims that are not explicitly covered by contract, such as a claim directly by a patient. We also maintain general liability coverage; however, this coverage may not continue to be available on acceptable terms, may not be available in sufficient amounts to cover one or more large claims against us and may include larger self-insured retentions or exclusions for certain products. In addition, the insurer might disclaim coverage as to any future claim. A successful product or professional liability claim not fully covered by our insurance could have a material adverse impact on our results of operations.

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The acquisition of Celesio exposesMcKesson Europe and Rexall Health expose us to additional risks related to providing pharmacy services. Pharmacies are exposed to risks inherent in the packaging and distribution of pharmaceuticals and other healthcare products, such as with respect to improper filling of prescriptions, labeling of prescriptions, adequacy of warnings, unintentional distribution of counterfeit drugs and expiration of drugs. Although we maintain liability insurance, the coverage may not be adequate to protect us against future claims. If our insurance coverage proves to be inadequate or unavailable, or we suffer reputational harm as a result of an error or omission, it could have a material adverse impact on our results of operations.
The failure of our healthcare technology businesses to attract and retain customers due to challenges in software product integration or to keep pace with technological advances may significantly reduce our results of operations.
Our healthcare technology businesses, the bulk of which resides in our Technology Solutions segment, deliver enterprise‑wide and single entity clinical, patient care, financial, supply chain and strategic management software solutions to hospitals, physicians, homecare providers, retail and mail order pharmacies and payers. Challenges integrating software products could impair our ability to attract and retain customers and could have a material adverse impact on our consolidated results of operations and a disproportionate impact on the results of operations of our Technology Solutions segment.
Future advances in healthcare information technology could lead to new technologies, products or services that are competitive with the technology products and services offered by our various businesses. Such technological advances could also lower the cost of such products and services or otherwise result in competitive pricing pressure or render our products obsolete.
The success of our technology businesses will depend, in part, on our ability to be responsive to technological developments, pricing pressures and changing business models. To remain competitive in the evolving healthcare information technology marketplace, our technology businesses must also develop new products and services on a timely basis. The failure to develop competitive products and to introduce new products and services on a timely basis could curtail the ability of our technology businesses to attract and retain customers, and thereby could have a material adverse impact on our results of operations.
Proprietary protections may not be adequate, and products may be found to infringe the rights of third parties.
We rely on a combination of trade secret, patent, copyright and trademark laws, nondisclosure and other contractual provisions and technical measures to protect our proprietary rights in our products and solutions. There can be no assurance that these protections will be adequate or that our competitors will not independently develop products or services that are equivalent or superior to ours. In addition, despite protective measures, we may be subject to unauthorized use of our technology due to copying, reverse-engineering or other infringement. Although we believe that our products and services do not infringe the proprietary rights of third parties, from time to time third parties have asserted infringement claims against us, and there can be no assurance that third parties will not assert infringement claims against us in the future. If we were found to be infringing others’ rights, we may be required to pay substantial damage awards and forced to develop non-infringing products or services, obtain a license or cease selling or using the products or services that contain the infringing elements. Additionally, we may find it necessary to initiate 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. These types of litigation can be costly and time consuming. These litigation expenses, damage payments or costs of developing replacement products or services could have a material adverse impact on our results of operations.

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System errors or failures of our products or services to conform to specifications could cause unforeseen liabilities or injury, harm our reputation and have a material adverse impact on our results of operations.
The software and technology services that we sell or operate are complex. As with complex systems offered by others, our software and technology services may contain errors, especially when first introduced. For example, some of our Technology Solutions segment’s systems are intended to provide information to healthcare professionals in the course of delivering patient care. Therefore, users of our software and technology services have a greater sensitivity to errors than the general market for software products. If clinicians’ use of our software and technology services leads to faulty clinical decisions or injury to patients, we could be subject to claims or litigation by our customers, clinicians or patients. In addition, such failures could damage our reputation and could negatively affect future sales.
Failure of a customer’s system to perform in accordance with our documentation could constitute a breach of warranty and could require us to incur additional expense in order to make the system comply with the documentation. If such failure is not remedied in a timely manner, it could constitute a material breach under a contract, allowing the client to cancel the contract, obtain refunds of amounts previously paid or assert claims for significant damages.

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Various risks could interrupt customers’ access to their data residing in our service center, exposing us to significant costs.
We provide remote hosting services that involve operating both our software and the software of third-party vendors for our customers. The ability to access the systems and the data that we host and support on demand is critical to our customers. Our operations and facilities are vulnerable to interruption and/or damage from a number of sources, many of which are beyond our control, including, without limitation: (1) power loss and telecommunications failures; (2) fire, flood, hurricane and other natural disasters; (3) software and hardware errors, failures or crashes; and (4) cyber attacks,cyberattacks, computer viruses, hacking and other similar disruptive problems. We attempt to mitigate these risks through various means including disaster recovery plans, separate test systems and change controls, information security procedures, and continued development and enhancement of our cyber security, but our precautions may not protect against all risks. If customers’ access is interrupted because of problems in the operation of our facilities, we could be exposed to significant claims, particularly if the access interruption is associated with problems in the timely delivery of medical care. If customers’ access is interrupted from failure or breach of our operational or information security systems, or those of our contractors or third partythird-party service providers, we could suffer reputational harm or be exposed to liabilities arising from the unauthorized and improper use or disclosure of confidential or proprietary information. We must maintain disaster recovery and business continuity plans that rely upon third-party providers of related services and if those vendors fail us at a time that our center is not operating correctly, we could incur a loss of revenue and liability for failure to fulfill our contractual service commitments. Any significant instances of system downtime could negatively affect our reputation and ability to sell our remote hosting services.
The length of our sales and implementation cycles for our Technology Solutions segment could have a material adverse impact on our future results of operations.
Many of the solutions offered by our Technology Solutions segment have long sales and implementation cycles, which could range from a few months to two years or more from initial contact with the customer to completion of implementation. How and when to implement, replace, or expand an information system, or modify or add business processes, are major decisions for healthcare organizations. Many of the solutions we provide typically require significant capital expenditures and time commitments by the customer. Any decision by our customers to delay or cancel implementation could have a material adverse impact on our results of operations. Furthermore, delays or failures to meet milestones established in our agreements may result in a breach of contract, termination of the agreement, damages and/or penalties as well as a reduction in our margins or a delay in our ability to recognize revenue.
We may be required to record a significant charge to earnings if our goodwill, intangible and other long-lived assets, or intangible assetsinvestments become further impaired.
We are required under U.S. generally accepted accounting principlesGenerally 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 performance 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 Company’s stock price and/or market capitalization for a sustained period of time. In addition, we periodically review our intangible 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 may not be recoverable include slower growth rates, the loss of a significant customer, or divestiture of a business or asset for less than its carrying value. We may be required to record a significant charge to 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. This could have a material adverse impact on our results of operations. There are inherent uncertainties in management’s estimates, judgments and assumptions used in assessing recoverability of goodwill, intangible and intangibleother long-lived assets. Any material changes in key assumptions, including failure to meet business plans, negative changes in government reimbursement rates, a further deterioration in the U.S. and global financial markets, an increase in interest rate or an increase in the cost of equity financing by market participants within the industry or other unanticipated events and circumstances, may affectdecrease the accuracyprojected cash flows or validity of such estimatesincrease the discount rates and could potentially result in an impairment charge.

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Our investment in Change Healthcare represents the fair value of our 70% equity interest in Change Healthcare. We may experience declines in its fair value. A decline in the fair value of our Change Healthcare investment may require that we review the carrying value for potential impairment, and such review could result in an impairment charge to our consolidated statements of operations.
Tax legislation initiatives or challenges to our tax positions could have a material adverse impact on our results of operations.
We are a large multinational corporation with operations in the United States and international jurisdictions. As such, we are subject to the tax laws and regulations of the United States federal, state and local governments and of many international jurisdictions. From time to time, legislation may be enacted that could adversely affect our tax positions. There can be no assurance that our effective tax rate and the resulting cash flow will not be adversely affected by these changes in legislation. For example, if legislation is passedOn December 22, 2017, the U.S. government enacted the Tax Cuts and Jobs Act of 2017 (the "2017 Tax Act"), which was comprehensive new tax legislation. The 2017 Tax Act made broad and complex changes to repeal the LIFO (last-in, first-out) methodU.S. tax code, including but not limited to reducing the U.S. federal corporate tax rate from 35% to 21%, creating the base erosion anti-abuse tax, creating a new provision designed to tax global intangible low-income and generally eliminating U.S. federal income taxes on dividends from foreign subsidiaries. In addition, we were subject to a one-time transition tax in 2018 on certain accumulated earnings and profits of inventoryour foreign subsidiaries not previously subject to U.S. income tax. Our accounting for incomethe impact of the 2017 Tax Act was completed as of the period ended December 31, 2018. The U.S. Treasury Department and IRS continue to issue regulations with respect to the 2017 Tax Act. Due to the potential for changes to tax purposes, it would adverselylaws and regulations or changes to the interpretation thereof (including regulations and interpretations pertaining to the 2017 Tax Act), the ambiguity of tax laws and regulations, the subjectivity of factual interpretations, the complexity of our intercompany arrangements, uncertainties regarding the geographic mix of earnings in any particular period, and other factors, material adjustments to our tax estimates may impact our provision for income taxes and our earnings per share, as well as our cash flow. Additionally, if legislation is passedflows, in the period in which any such adjustments are made. Refer to changeFinancial Note 10, “Income Taxes,” to the current U.S. taxation treatment of income from foreign operations, or if legislation is passed at the state level to establish or increase taxationaccompanying consolidated financial statements appearing in this Annual Report on the basis of our gross revenues, it may adversely impact our tax expense. Form 10-K for additional information.
The tax laws and regulations of the various countries where we have major operations are extremely complex and subject to varying interpretations. For example, we operate in various countries that collect value added taxes (“VAT”). The determination of the manner in which a VAT applies to our foreign operations is subject to varying interpretations arising from the complex nature of the tax laws and regulations. Although we believe that our historical tax positions are sound and consistent with applicable laws, regulations and existing precedent, there can be no assurance that these tax positions will not be challenged by relevant tax authorities or that we would be successful in any such challenge. Even if we are successful in maintaining our positions, we may incur significant expense in defending challenges to our tax positions by tax authorities that could have a material impact on our financial position and results of operations.
In addition, as jurisdictions enact legislation to implement the recommendations of the recently concluded base erosion and profit shifting project undertaken by the Organization for Economic Cooperation and Development or as a result of the European Commission’s investigations into illegal state aid, changes to long-standing tax principles may result which could adversely impact our tax expense.expense and cash flows.
We are currently subject to tax examinations in various jurisdictions, and these jurisdictions may assess tax liabilities against us. Developments in ongoing examinations could have a material impact on our provision for income taxes and our earnings per share, as well as our cash flows, in the period in which any such adjustments are made, and for prior and subsequent periods. We regularly assess the likelihood of an adverse outcome resulting from these examinations to determine the adequacy of our tax reserves. Although we believe our estimates are reasonable, the final outcome of any ongoing tax controversy could be materially different from our historical tax accruals.
Volatility and disruption to the global capital and credit markets may adversely affect our ability to access credit, our cost of credit and the financial soundness of our customers and suppliers.
Volatility and disruption in the global capital and credit markets, including the bankruptcy or restructuring of certain financial institutions, reduced lending activity by other financial institutions, or decreased liquidity and increased costs in the commercial paper market, and the reduced market for securitizations, may adversely affect the availability and cost of credit already arranged and the availability, terms and cost of credit in the future, including any arrangements to renew or replace our current credit or financing arrangements.future. Although we believe that our operating cash flow, financial assets, current access to capital and credit markets, including our existing credit and sales facilities, will give us the ability to meet our financing needs for the foreseeable future, there can be no assurance that volatility and disruption in the global capital and credit markets will not impair our liquidity or increase our costs of borrowing.

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Our business could also be negatively impacted if our customers or suppliers experience disruptions resulting from tighter capital and credit markets or a slowdown in the general economy. As a result, customers may modify, delay or cancel plans to purchase or implement our products or services and suppliers may increase their prices, reduce their output or change their terms of sale. Additionally, if customers’ or suppliers’ operating and financial performance deteriorates or if they are unable to make scheduled payments or obtain credit, customers may not be able to pay, or may delay payment of accounts receivable owed to us and suppliers may restrict credit, impose different payment terms or be unable to make payments due to us for fees, returned products or incentives. Any inability of customers to pay us for our products and services or any demands by suppliers for different payment terms, may have a material adverse impact on our results of operations and cash flow.
Changes in accounting standards issued by the Financial Accounting Standards Board (“FASB”) or other standard-setting bodies may adversely affect our consolidated financial statements.
Our consolidated financial statements are subject to the application of U.S. GAAP, which is periodically revised and/or expanded. From time to time, we are required to adopt new or revised accounting standards issued by recognized authoritative bodies, including the FASB and the SEC. It is possible that future accounting standards we are required to adopt such as the amended guidance for revenue recognition, leases, and share based payments, may require changes to the current accounting treatment that we apply to our consolidated financial statements and may require us to make significant changes to our systems. Such changes could result in a material adverse impact on our financial position and results of operations.

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We could face significant liability if we withdraw from participation in one or more multiemployer pension plans in which we participate, or if one or more multiemployer plans in which we participate is reported to have underfunded liabilities.underfunded.
We participate in various multiemployer pension plans. In the event that we withdraw from participation in one of these plans, then applicable law could require us to make additional cash contributions to the plans in installments. Our withdrawal liability for any multiemployer plan would depend on the extent of the plan’s funding of vested benefits. The multiemployer plans could have significant unfunded vested liabilities. Such underfunding may increase in the event other employers become insolvent or withdraw from the applicable plan or upon the inability or failure of withdrawing employers to pay their withdrawal liability. In addition, such underfunding may increase as a result of lower than expected returns on pension fund assets or other funding deficiencies. The occurrence of any of these events could have a material adverse impact on our consolidated financial position, results of operations or cash flows.
We may not realize the expected benefits from our restructuring and business process initiatives.
On March 14, 2016,From time to time, the Company committed to amay enter into restructuring plan to lower its operating costs (“Cost Alignment Plan”). The Cost Alignment Plan primarily consists of a reduction in workforce and business process initiatives that will be substantially implemented prior to the endinitiatives. These types of 2019. Expense reduction initiatives could yield unintended consequences 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 which could negatively affect our business, sales, financial condition and results of operations. Moreover, our restructuring and business process initiatives result in charges and expenses that impact our operating results. We cannot guarantee that the activities under any restructuring and business initiative will result in the desired efficiencies and estimated cost savings.

We may experience difficulties with outsourcing and similar third partythird-party relationships.
Our ability to conduct our business might be negatively impacted if we experience difficulties with outsourcing and managing similar third-party relationships. We outsource certain business and administrative functions and rely on third parties to perform certain services on our behalf. If we fail to develop, implement and monitor our outsourcing strategies, such strategies prove to be ineffective or fail to provide expected cost savings, or our third partythird-party providers fail to perform as anticipated, we may experience operational difficulties and increased costs may adversely affect theour results of operations.

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Moreover, we utilize contractors and employees located outside of the United States to assist us in performing services or providing support for our customers. Certain of these resources may have access to personal information, including protected health information. Some of our customers have contractually limited or may seek to limit our ability to use our offshore resources which may increase our costs due to concerns regarding potential misuse of this information. Further, Congress and a number of states have considered legislation that would restrict the transmission of personal information of United States residents offshore. Some proposals impose liability on healthcare businesses resulting from misuse or prohibited transmission of personal information to individuals or entities outside the United States and may require the prior consent of the identifiable patient. Congress also has considered establishing a private civil cause of action enabling an individual to recover damages sustained as a result of a violation of these proposed restrictions. If our ability to utilize offshore resources is limited by our customers or legislative action, the work currently being performed offshore may be done at a lower margin or at a loss and we may be subject to sanctions if we are unable to comply with new legislative requirements. Use of offshore resources may increase our risk of violating data security and privacy obligations to our customers, which could adversely affect our results of operations.
We may face risks associated with our retail expansion.

In recent years, we have expanded our retail operations through a number of acquisitions. As we expand our retail footprint, we may face risks that are different from those we currently encounter. Our expansion into additional retail markets, such as those in Europe and Canada, could result in increased competitive, merchandising and distribution challenges. We may encounter difficulties in attracting customers to our retail locations due to a lack of customer familiarity with our brands and our lack of familiarity with local customer preferences and seasonal differences in the market. Our ability to expand successfully will depend on acceptance of our retail store experience by customers, including our ability to design our stores in a manner that resonates locally and to offer the correct product assortment to appeal to consumers. Furthermore, our continued growth in the retail sector may strain relations with certain of our distribution customers who also compete in the retail pharmacy sector. There can be no assurance that our retail locations will be received as well as, or achieve net sales or profitability levels consistent with, our projected targets or be comparable to those of our existing stores in the time periods estimated by us, or at all. If our retail expansion fails to achieve, or is unable to sustain, acceptable net sales and profitability levels, our business, results of operations and growth prospects may be materially adversely affected.

Our retail stores may require additional management time and attention. Failure to properly supervise the operation and maintain the consistency of the customer experience in those retail stores could result in loss of customers and potentially adversely affect our results of operations.


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We may be unable to keep existing retail store locations or open new retail locations in desirable places, which could materially adversely affect our results of operations.

We may be unable to keep existing retail locations or open new retail locations in desirable places in the future. We compete with other retailers and businesses for suitable retail locations. Local land use, local zoning issues, environmental regulations and other regulations may affect our ability to find suitable retail locations and also influence the cost of leasing or buying them. We also may have difficulty negotiating real estate leases for new stores, renewing real estate leases for existing stores or negotiating purchase agreements for new sites on acceptable terms. In addition, construction, environmental, zoning and real estate delays may negatively affect retail location openings and increase costs and capital expenditures. If we are unable to keep up our existing retail store locations or open new retail store locations in desirable places and on favorable terms, our results of operations could be materially adversely affected.
Item 1B.Unresolved Staff Comments.
None.
Item 2.Properties.
Because of the nature of our principal businesses, our plant, warehousing, retail pharmacies, office and other facilities are operated in widely dispersed locations, primarily throughout North America and Europe. The warehouses and retail pharmacies are typically owned or leased on a long-term basis. We consider our operating properties to be in satisfactory condition and adequate to meet our needs for the next several years without making capital expenditures materially higher than historical levels. Information as to material lease commitments is included in Financial Note 22, “Lease Obligations,” to the consolidated financial statements appearing in this Annual Report on Form 10-K.

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Item 3.Legal Proceedings.
Certain legal proceedings in which we are involved are discussed in Financial Note 24, “Commitments and Contingent Liabilities,” to the consolidated financial statements appearing in this Annual Report on Form 10-K.
Item 4.Mine Safety Disclosures.
Not applicable.

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Information about our Executive Officers of the Registrant
The following table sets forth information regarding the executive officers of the Company, including their principal occupations during the past five years. The number of years of service with the Company includes service with predecessor companies.
There are no family relationships between any of the executive officers or directors of the Company. The executive officers are elected on an annual basis generally and their term expires at the first meeting of the Board of Directors (“Board”) following the annual meeting of stockholders, or until their successors are elected and have qualified, or until death, resignation or removal, whichever is sooner.
Name Age Position with Registrant and Business Experience
     
John H. HammergrenBrian S. Tyler 5752 Chairman of the Board since July 2002; President and Chief Executive Officer since April 2001;2019; President and Chief Operating Officer from August 2018 to March 2019; Chairman of the Management Board of McKesson Europe AG from 2017 to 2018; President and Chief Operating Officer, McKesson Europe from 2016 to 2017; President of North America Distribution and Services from 2015 to 2016; Executive Vice President, Corporate Strategy and Business Development from 2012 to 2015; and a director since July 1999.April 2019.  Service with the Company — 20- 22 years.
     
James A. BeerBritt J. Vitalone 5550 Executive Vice President and Chief Financial Officer since October 2013; Executive Vice President and Chief Financial Officer, Symantec Corporation from 2006 to October 2013;January 2018; Senior Vice President and Chief Financial Officer, AMR CorporationU.S. Pharmaceutical from July 2014 to December 2017; Senior Vice President and its principal subsidiary, American Airlines, Inc.,Chief Financial Officer, U.S. Pharmaceutical and Specialty Health from 2004October 2017 to 2006,December 2017; Senior Vice President of Corporate Finance and M&A Finance from March 2012 to June 2014.  Service with the Company — 2 years.
Patrick J. Blake52Executive Vice President and Group President since June 2009; President of McKesson Specialty Care Solutions (now McKesson Specialty Health) from April 2006 to June 2009. Service with the Company — 20- 13 years.
     
Jorge L. Figueredo 55Executive Vice President, Human Resources since May 2008; Service with the Company — 8 years.
Paul C. Julian6058 Executive Vice President and Group PresidentChief Human Resources Officer since April 2004.May 2008. Service with the Company — 20- 11 years.
     
Kathleen D. McElligott 6063 Executive Vice President, Chief Information Officer and Chief Technology Officer since July 2015; Chief Information Officer and Vice President, Information Technology, Emerson Electric from 2010 to July 2015. Service with the Company — 9 months.- 3 years.
     
Bansi Nagji 5154 Executive Vice President Corporateand Chief Strategy and Business Development Officer since February 2015; Principal, Deloitte Consulting, LLP and Global Leader, Monitor Deloitte (which was formed by the global merger of Monitor Group with Deloitte) from January 2013 to February 2015; President, Monitor Group from July 2012 to January 2013; Partner, Monitor Group from 2001 to January 2013. Service with the Company — 1 year, 3 months.- 4 years.
     
Lori A. Schechter 5457 Executive Vice President, General Counsel and Chief Compliance Officer since June 2014; Associate General Counsel from January 2012 to June 2014; Litigation Partner, Morrison & Foerster LLP from January 1995 to December 2011. Service with the Company — 4- 7 years.


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PART II
Item 5.Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
(a)
Market Information: The principal market on which the Company’s common stock is traded is the New York Stock Exchange (“NYSE”) under the trading symbol of “MCK”.
The following table sets forth the high and low sales prices for our common stock as reported on NYSE for each quarterly period of the two most recently completed fiscal years:
 2016 2015
 HighLow HighLow
First quarter$243.61
$219.51
 $192.03
$162.90
Second quarter$236.86
$160.10
 $200.00
$185.66
Third quarter$202.20
$169.00
 $214.37
$178.28
Fourth quarter$196.84
$148.29
 $232.69
$205.72
(b)
Holders: The number of record holders of the Company’s common stock at March 31, 20162019 was approximately 6,204.5,333.
(c)
Dividends: In July 2015,2018, the Company’s quarterly dividend was raised from $0.24$0.34 to $0.28$0.39 per common share for dividends declared on or after such date until further action by the Company’s Board of Directors (the “Board”).Board.  The Company declared regular cash dividends of $1.08$1.51 and $0.96$1.30 per share in the years ended March 31, 20162019 and 2015.2018. 
The Company anticipates that it will continue to pay quarterly cash dividends in the future. However, the payment and amount of future dividends remain within the discretion of the Board and will depend upon the Company’s future earnings, financial condition, capital requirements and other factors.
(d)
Securities Authorized for Issuance under Equity Compensation Plans: Information relating to this item is provided under Part III, Item 12, to this Annual Report on Form 10-K.
(e)
Share Repurchase Plans: Stock repurchases may be made from time to time in open market transactions, privately negotiated transactions, through accelerated share repurchase (“ASR”) programs, or by any combination of such methods. The timing of any repurchases and the actual number of shares repurchased will depend on a variety of factors, including our stock price, corporate and regulatory requirements, restrictions under our debt obligations and other market and economic conditions.
During the last three years, our share repurchases were transacted through both open market transactions and ASR programs with third-party financial institutions.
In May and October 2015,2016, the Board authorized the repurchase of up to $500 million and $2$4.0 billion of the Company’s common stock.
In 2014, we made no share repurchases. In 2015,2017, we repurchased 1.514.1 million of the Company’s shares for $340 million$2.0 billion through open market transactions at an average price per share of $226.55 per share.$140.96.  In 2016,March 2017, we repurchased 4.5entered into an ASR program with a third-party financial institution to repurchase $250 million of the Company’s common stock. As of March 31, 2017, we had received 1.4 million shares under this program. This ASR program was completed in April 2017 and we received 0.3 million additional shares. The total number of shares repurchased under this ASR program was 1.7 million shares at an average price per share of $143.19.  During 2017, we completed the October 2015 share repurchase authorization. The total authorization outstanding for repurchases of the Company’s common stock was $2.7 billion at March 31, 2017.
In 2018, we repurchased 3.5 million of the Company’s shares for $854$500 million through open market transactions at an average price per share of $192.27.$144.43. In February 2016,June 2017, August 2017 and March 2018, we entered into anthree separate ASR programprograms with a third partythird-party financial institutioninstitutions to repurchase $650$250 million, $400 million and $500 million of the Company’s common stock. As of March 31, 2018, we completed and received a total of 1.5 million shares under the June 2017 ASR program and a total of 2.7 million shares under the August 2017 ASR program. In addition, we received 2.5 million shares representing the initial number of shares due in March 2018 and an additional 1.0 million shares in the first quarter of 2019. The March 2018 ASR program was completed during the fourth quarter and we repurchased 4.2 million shares at an average price per share of $154.04. All share repurchases were funded with cash on hand.$143.66 during the first quarter of 2019. The total authorization outstanding for repurchase of the Company’s common stock was $1.1 billion at March 31, 2018.
In May 2018, the Board authorized the repurchase of up to $4.0 billion of the Company’s common stock. The total authorization outstanding for repurchases of the Company’s common stock was $1.0increased to $5.1 billion.

During 2019, we repurchased 10.4 million of the Company’s shares for $1.4 billion through open market transactions at an average price per share of $132.14.

In December 2018, we entered into an ASR program with a third-party financial institution to repurchase $250 million of the Company’s common stock. The total number of shares repurchased under this ASR program was 2.1 million shares at an average price per share of $117.98. The total authorization outstanding for repurchase of the Company’s common stock was $3.5 billion at March 31, 2016. 2019.

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In 2016,2019, we retired 115.55.0 million or $7.8 billion$542 million of the Company’s treasury shares previously repurchased treasury shares.repurchased. Under the applicable state law, these shares resumedresume the status of authorized and unissued shares upon retirement.


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share repurchase price over par value between additional paid-in capital and retained earnings. Accordingly, our retained earnings and additional paid-in capital were reduced by $472 million and $70 million during 2019.

The following table provides information on the Company’s share repurchases during the fourth quarter of 20162019:
 
Share Repurchases (1)
(In millions, except price per share)
Total
Number of Shares
Purchased
 Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs
January 1, 2016 - January 31, 2016
 $
 
 $1,646
February 1, 2016 - February 29, 20163.2
 154.04
 3.2
 1,148
March 1, 2016 - March 31, 20161.0
 154.04
 1.0
 996
Total4.2
   4.2
 $996
 
Share Repurchases (1)
(In millions, except price per share)
Total
Number of Shares
Purchased
 Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs
January 1, 2019 - January 31, 2019
 $
 
 $3,719
February 1, 2019 - February 28, 20192.3
 130.57
 2.3
 3,469
March 1, 2019 - March 31, 2019
 
 
 3,469
Total2.3
   2.3
 

(1)This table does not include shares tendered to satisfy the exercise price in connection with cashless exercises of employee stock options or shares tendered to satisfy tax-withholding obligations in connection with employee equity awards.



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(f)
Stock Price Performance Graph*: The following graph compares the cumulative total stockholder return on the Company’s common stock for the periods indicated with the Standard & Poor’s 500 Index and the S&P 500 Health Care Index. The S&P 500 Health Care Index was selected as a comparator because it is generally available to investors and broadly used by other companies in the same industry.
chart-923fd10603ca5d99b7d.jpg
March 31,March 31,
2011 2012 2013 2014 2015 20162014 2015 2016 2017 2018 2019
McKesson Corporation$100.00
 $112.13
 $139.12
 $229.03
 $294.79
 $206.10
$100.00
 $128.71
 $89.99
 $85.43
 $81.17
 $67.45
S&P 500 Index$100.00
 $108.54
 $123.69
 $150.73
 $169.92
 $172.95
$100.00
 $112.73
��$114.74
 $134.45
 $153.26
 $167.81
S&P 500 Health Care Index$100.00
 $116.36
 $145.65
 $188.21
 $237.45
 $225.15
$100.00
 $126.19
 $119.65
 $133.52
 $148.57
 $170.70
* Assumes $100 invested in McKesson Common Stock and in each index on March 31, 20112014 and that all dividends are reinvested.

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Item 6.Selected Financial Data.
FIVE-YEAR HIGHLIGHTS
As of and for the Years Ended March 31,As of and for the Years Ended March 31,
(In millions, except per share data and ratios) 2016 2015 2014 2013 2012 2019 2018 2017 2016 2015
Operating Results                    
Revenues $190,884
 $179,045
 $137,392
 $122,196
 $122,453
 $214,319
 $208,357
 $198,533
 $190,884
 $179,045
Percent change 6.6% 30.3% 12.4% (0.2)% 9.5% 2.9% 4.9% 4.0% 6.6% 30.3%
Gross profit $11,416
 $11,411
 $8,352
 $6,881
 $6,435
 $11,754
 $11,184
 $11,271
 $11,416
 $11,411
Income from continuing operations before income taxes(1) 3,250
 2,657
 2,171
 1,950
 1,915
 610
 239
 6,891
 3,250
 2,657
Income (loss) after income taxes          
Continuing operations 2,342
 1,842
 1,414
 1,363
 1,394
Income (Loss) after income taxes          
Continuing operations (1)
 254
 292
 5,277
 2,342
 1,842
Discontinued operations (32) (299) (156) (25) 9
 1
 5
 (124) (32) (299)
Net income 2,310
 1,543
 1,258
 1,338
 1,403
 255
 297
 5,153
 2,310
 1,543
Net (income) loss attributable to noncontrolling
interests (1)
 (52) (67) 5
 
 
Net income attributable to noncontrolling interests (2)
 (221) (230) (83) (52) (67)
Net income attributable to McKesson Corporation(1) 2,258
 1,476
 1,263
 1,338
 1,403
 34
 67
 5,070
 2,258
 1,476
                    
Financial Position                    
Working capital $3,366
 $3,173
 $3,221
 $1,813
 $1,917
 $839
 $451
 $1,336
 $3,366
 $3,173
Days sales outstanding for: (2)(3)
                    
Customer receivables 28
 26
 29
 26
 24
 26
 25
 27
 28
 26
Inventories 32
 31
 33
 33
 31
 31
 30
 30
 32
 31
Drafts and accounts payable 59
 54
 54
 51
 49
 62
 60
 61
 59
 54
Total assets $56,563
 $53,870
 $51,759
 $34,786
 $33,093
 $59,672
 $60,381
 $60,969
 $56,523
 $53,870
Total debt, including capital lease obligations 8,154
 9,844
 10,594
 4,873
 3,980
 7,595
 7,880
 8,545
 8,114
 9,844
Total McKesson stockholders’ equity (3)(4)
 8,924
 8,001
 8,522
 7,070
 6,831
 8,094
 9,804
 11,095
 8,924
 8,001
Payments for property, plant and equipment

 488
 376
 278
 241
 221
 426
 405
 404
 488
 376
Acquisitions, net of cash and cash equivalents acquired 40
 170
 4,634
 1,873
 1,051
Acquisitions, net of cash, cash equivalents and restricted cash acquired 905
 2,893
 4,212
 40
 170
                    
Common Share Information                    
Common shares outstanding at year-end 225
 232
 231
 227
 235
 190
 202
 211
 225
 232
Shares on which earnings per common share were based                    
Diluted 233
 235
 233
 239
 251
 197
 209
 223
 233
 235
Basic 230
 232
 229
 235
 246
 196
 208
 221
 230
 232
Diluted earnings (loss) per common share attributable to McKesson Corporation (4)(5)
                    
Continuing operations $9.84
 $7.54
 $6.08
 $5.69
 $5.56
 $0.17
 $0.30
 $23.28
 $9.84
 $7.54
Discontinued operations (0.14) (1.27) (0.67) (0.10) 0.04
 
 0.02
 (0.55) (0.14) (1.27)
Total 9.70
 6.27
 5.41
 5.59
 5.60
 0.17
 0.32
 22.73
 9.70
 6.27
Cash dividends declared 249
 226
 214
 192
 202
 298
 270
 249
 249
 226
Cash dividends declared per common share 1.08
 0.96
 0.92
 0.80
 0.80
 1.51
 1.30
 1.12
 1.08
 0.96
Book value per common share (4) (5)
 39.66
 34.49
 36.89
 31.15
 29.07
Book value per common share (5) (6)
 42.60
 48.53
 52.58
 39.66
 34.49
Market value per common share - year-end 157.25
 226.20
 176.57
 107.96
 87.77
 117.06
 140.87
 148.26
 157.25
 226.20
                    
Supplemental Data                    
Debt to capital ratio (6)(7)
 43.7% 50.3% 55.4% 40.6 % 36.8% 43.3% 40.6% 39.2% 43.6% 50.3%
Average McKesson stockholders’ equity (7)(8)
 $8,688
 $8,703
 $7,803
 $7,294
 $7,108
 $9,163
 $11,016
 $9,282
 $8,688
 $8,703
Return on McKesson stockholders’ equity (8)(9)
 26.0% 17.0% 16.2% 18.3 % 19.7% 0.4% 0.6% 54.6% 26.0% 17.0%

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McKESSON CORPORATION

Footnotes to Five-Year Highlights:
(1)Primarily reflects2019 includes non-cash pre-tax goodwill impairment charges of $1,776 million ($1,756 million after-tax) primarily for our two reporting units within our McKesson European Pharmaceutical Solutions segment. 2018 includes total non-cash goodwill impairment charges of $1,738 million (pre-tax and after-tax) for our European Pharmaceutical Solutions segment and Other. These impairment charges are generally not deductible for income tax purposes. 2019 and 2018 also include non-cash asset impairment charges of $210 million ($172 million after-tax) and $446 million ($410 million after-tax) primarily for our U.K. retail businesses. 2017 includes a pre-tax gain of $3,947 million ($3,018 million after-tax) from the contribution of the majority of our Core MTS Business in connection with Healthcare Technology Net Asset Exchange.
(2)Includes guaranteed dividends for 2015 and annual recurring compensation for 2016, 2017, 2018 and 2019 that McKesson became obligated to pay to the noncontrolling shareholders of Celesio AGMcKesson Europe upon the effectiveness of the Domination Agreement in December 2014.2015. 2019, 2018 and 2017 include net income attributable to third-party equity interests in our consolidated entities including Vantage Oncology, LLC and ClarusONE Sourcing Services LLP, which was formed in 2017.
(2)(3)Based on year-end balances and sales or cost of sales for the last 90 days of the year.
(3)(4)Excludes noncontrolling and redeemable noncontrolling interests.
(4)(5)Certain computations may reflect rounding adjustments.
(5)(6)Represents McKesson stockholders’ equity divided by year-end common shares outstanding.
(6)(7)Ratio is computed as total debt divided by the sum of total debt and McKesson stockholders’ equity excluding accumulated other comprehensive income (loss).
(7)(8)Represents a five-quarter average of McKesson stockholders’ equity.
(8)(9)Ratio is computed as net income attributable to McKesson Corporation for the last four quarters, divided by a five-quarter average of McKesson stockholders’ equity.

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McKESSON CORPORATION
FINANCIAL REVIEW

Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.
GENERAL
Management’s discussion and analysis of financial condition and results of operations, referred to as the Financial Review, is intended to assist the reader in the understanding and assessment of significant changes and trends related to the results of operations and financial position of McKesson Corporation (“McKesson,” the Company“Company,” or “we” and other similar pronouns) together with its subsidiaries. This discussion and analysis should be read in conjunction with the consolidated financial statements and accompanying financial notes in Item 8 of Part II of this Annual Report on Form 10-K. The Company’s fiscal year begins on April 1 and ends on March 31. Unless otherwise noted, all references to a particular year shall mean the Company’s fiscal year.
Certain statements in this report constitute forward-looking statements. See Item 1 - Business - Forward-Looking Statements in Part I of this Annual Report on Form 10-K for additional factors relating to these statements; also see Item 1A - Risk Factors in Part I of this Annual Report on Form 10-K for a list of certain risk factors applicable to our business, financial condition and results of operations.
We conduct our business through two operatingthree reportable segments: McKesson DistributionU.S. Pharmaceutical and Specialty Solutions, European Pharmaceutical Solutions and McKesson TechnologyMedical-Surgical Solutions. All remaining operating segments and business activities that are not significant enough to require separate reportable segment disclosure are included in Other. Refer to Financial Note 27,28, “Segments of Business,” to the consolidated financial statements appearing in this Annual Report on Form 10-K for a description of these segments.


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McKESSON CORPORATION
FINANCIAL REVIEW (Continued)


RESULTS OF OPERATIONS
Overview:
(Dollars in millions, except per share data)Years Ended March 31, Change
2016 2015 2014 2016 2015
          
(Dollars in millions, except per share data and ratios)Years Ended March 31, Change
2019 2018 2017 2019 2018
Revenues$190,884
 $179,045
 $137,392
 7
% 30
%$214,319
 $208,357
 $198,533
 3
% 5
%
                    
Gross Profit$11,416
 $11,411
 $8,352
 -
% 37
%$11,754
 $11,184
 $11,271
 5
% (1)%
                    
Gross Profit Margin5.48
%5.37
%5.68
%11
bp (31)bp
          
Operating Expenses:          
Operating Expenses$7,871
 $8,443
 $5,913
 (7)% 43
%$(8,474) $(8,263) $(7,788) 3
% 6
%
Goodwill Impairment Charges(1,797) (1,738) (290) 3
 499
 
Restructuring and Asset Impairment Charges(597) (567) (18) 5
 3,050
 
Gain from Sale of Business
 109
 
 (100) NM
 
Gain on Healthcare Technology Net Asset Exchange, Net
 37
 3,947
 (100) (99) 
Total Operating Expenses$(10,868) $(10,422) $(4,149) 4
% 151
%
          
Operating Expenses as a Percentage of Revenues5.07
%5.00
%2.09
%7
bp 291
bp
          
Other Income, Net$182
 $130
 $77
 40
% 69
%
          
Loss from Equity Method Investment in Change Healthcare(194) (248) 
 (22) NM
 
          
Loss on Debt Extinguishment
 (122) 
 (100) NM
 
          
Interest Expense(264) (283) (308) (7) (8) 
                    
Income from Continuing Operations Before Income Taxes$3,250
 $2,657
 $2,171
 22
% 22
%610
 239
 6,891
 155
 (97) 
Income Tax Expense(908) (815) (757) 11
 8
 
Income Tax (Expense) Benefit(356) 53
 (1,614) (772) (103) 
Income from Continuing Operations2,342
 1,842
 1,414
 27
 30
 254
 292
 5,277
 (13) (94) 
Loss from Discontinued Operations, Net of Tax(32) (299) (156) (89) 92
 
Income (Loss) from Discontinued Operations, Net of Tax1
 5
 (124) (80) (104) 
Net Income2,310
 1,543
 1,258
 50
 23
 255
 297
 5,153
 (14) (94) 
Net (Income) Loss Attributable to Noncontrolling Interests(52) (67) 5
 (22) (1,440) 
Net Income Attributable to Noncontrolling Interests(221) (230) (83) (4) 177
 
Net Income Attributable to McKesson Corporation$2,258
 $1,476
 $1,263
 53
% 17
%$34
 $67
 $5,070
 (49)% (99)%
                    
Diluted Earnings (Loss) Per Common Share Attributable to McKesson Corporation                    
Continuing Operations$9.84
 $7.54
 $6.08
 31
% 24
%$0.17
 $0.30
 $23.28
 (43)% (99)%
Discontinued Operations(0.14) (1.27) (0.67) (89) 90
 
 0.02
 (0.55) (100) (104) 
Total$9.70
 $6.27
 $5.41
 55
% 16
%$0.17
 $0.32
 $22.73
 (47)% (99)%
                    
Weighted Average Diluted Common Shares233
 235
 233
 (1)% 1
%197
 209
 223
 (6)% (6)%
bp - basis points
NM - not meaningful


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McKESSON CORPORATION
FINANCIAL REVIEW (Continued)


Revenues:
Revenues for 2016increased in 2019 and 2015 increased 7% and 30% compared2018 primarily due to the same periods a year ago. Excluding unfavorable foreign currency effects of 2%, revenues increased 9% for 2016. Revenues benefited from market growth, andincluding expanded volumebusiness with existing customers and our business acquisitions, partially offset by loss of customers within our North America pharmaceutical distribution businesses. RevenuesU.S. Pharmaceutical and Specialty Solutions segment. The increase in revenue for 20152018 was also increased as a resultoffset by the 2017 contribution of the majority of our February 2014 acquisition of Celesio AGMcKesson Technology Solutions businesses (“Celesio”Core MTS Business”). to form the Change Healthcare joint venture. Market growth reflectsincludes growing drug utilization, which includesprice increases and newly launched drugs and price increases,products, partially offset by price deflation associated with brand to generic drug conversions.conversion.
Gross Profit:
Gross profit was flatand gross profit margin increased in 2016 and increased 37% in 20152019 compared to the same periods a year ago. Excluding unfavorable foreign currency effects2018. Gross profit increased due to market growth, partially offset by loss of 4%,customers. The increase in gross profit increased 4%and gross profit margin for 2019 was also due to the receipt of net cash proceeds representing our share of antitrust legal settlements of $202 million, higher last-in, first-out (“LIFO”) credits and our business acquisitions. These increases in 2016. 2019 were partially offset by the incremental government reimbursement reductions in the United Kingdom (“U.K.”), government imposed generic price cuts in Canada and the 2018 third quarter sale of our Enterprise Information Solutions (“EIS”) business.
Gross profit and gross profit margin decreased in 20162018 compared to 2017. The decrease was primarily due to a lower sell margin within our North America distribution business driven by increased customer sales volume with somethe 2017 contribution of our largest customers,the Core MTS Business to the Change Healthcare joint venture, significant government reimbursement reductions in the U.K., the competitive sell-side environment and weaker pharmaceutical manufacturer pricing trends. These decreases in 2018 were partially offset by market growth, procurement benefits realized through the joint sourcing entity, ClarusONE Sourcing Services LLP (“ClarusONE”), higher buy margin including benefitsLIFO credits and our business acquisitions.
Gross profit for 2019, 2018 and 2017 included LIFO credits of $210 million, $99 million and $7 million. Gross profit for 2017 benefited from our global procurement arrangements, lower LIFO-related inventory charges and $76$144 million inof cash receipts representing our share of antitrust legal settlements. Additionally, this business has been experiencing weaker generic pharmaceutical pricing trends, which are expected to continue in 2017. Gross profit margin
Operating Expenses:
Operating expenses, and operating expenses as a percentage of revenues increased in 20152019 and 2018. Operating expenses for 2019, 2018 and 2017 were affected by the following significant items:
2019
Non-cash pre-tax goodwill impairment charges of $1,776 million ($1,756 million after-tax) in our Consumer Solutions (“CS”) and Pharmacy Solutions (“PS”) reporting units within the European Pharmaceutical Solutions segment. Of these impairment charges, $238 million was recognized upon the 2019 first quarter segment changes, which resulted in two new reporting units. The remaining charges were primarily due to our Celesio acquisition,declines in the reporting units’ estimated future cash flows and the selection of higher buy margin includingdiscount rates. These impairment charges were generally not deductible for income tax purposes. The declines in estimated future cash flows were primarily attributed to additional government reimbursement reductions and competitive pressures within the effectsU.K. The risk of generic price increasessuccessfully achieving certain business initiatives was the primary factor in the use of a higher discount rate. At March 31, 2019, both CS and our mix of business, partially offset by lower sell profit. Gross profit included LIFO-related inventoryPS reporting units had no remaining goodwill balances;
Pre-tax restructuring and asset impairment charges of $244$331 million $337($273 million after-tax), primarily representing employee severance and $311 million in 2016, 2015 and 2014.
Operating expenses decreased 7% and increased 43% in 2016 and 2015 comparedexit-related costs related to the same periods a year ago. Excluding unfavorable foreign currency effects of 5%, operating expenses decreased 2% in 2016 primarily due to pre-tax gains of $103 million from the sale of two businesses and lower acquisition-related expenses, partially offset by pre-tax2019 restructuring charges of $203 million,initiatives, as further discussed below. Additionally, 2015 operating expenses included abelow;
Non-cash pre-tax long-lived asset impairment charges of $245 million ($207 million after-tax) primarily for our U.K. business (mainly pharmacy licenses) driven by additional government reimbursement reductions and after-tax $150 million charge associated withcompetitive pressures in the settlement of controlled substance distribution claims with the Drug Enforcement Administration (“DEA”), Department of Justice (“DOJ”) and various U.S. Attorney’s offices.U.K.;

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McKESSON CORPORATION
FINANCIAL REVIEW (Continued)


On March 14, 2016, theHigher opioid-related costs of $151 million ($122 million after-tax) primarily related to litigation expenses. The Company committed tois a restructuring plan to lower its operating costs (“Cost Alignment Plan”). The Cost Alignment Plan primarily consists of a reductiondefendant in workforce and business process initiatives that will be substantially implemented priormany cases alleging claims related to the enddistribution of 2019. Duringcontrolled substances to pharmacies, often together with other pharmaceutical wholesale distributors and pharmaceutical manufacturers and retail pharmacy chains named as defendants. In addition, the fourth quarterState of 2016, we recorded $229 millionNew York has recently adopted a tax on sales of pre-tax restructuring charges primarily representing severanceopioids in the State, and employee-related costs. The charges were includedother states are considering legislation that could require us to pay taxes, licensing fees, or assessments on the distribution of opioid medications in those states. Liabilities for taxes or assessments under any such laws will likely have an adverse impact on our results as follows: $26 million in cost of salesoperations, unless we are able to mitigate them through operational changes or commercial arrangements where permitted. Refer to Financial Note 24, “Commitments and $203 million in operating expenses.
Operating expenses increased in 2015 primarily due to our business acquisitions, including increases in acquisition-related expenses and intangible asset amortization, and higher compensation and benefit costs. Additionally, operating expenses for 2015 included the $150 million settlement charge and for 2014, included $68 million of pre-tax charges associated with our Average Wholesale Price (“AWP”) litigation.
Income from continuing operations before income taxes increased in 2016 compared with the prior year primarily due to lower operating expenses, and increased in 2015 primarily due to higher gross profit, partially offset by higher operating and interest expense.
Our reported income tax rates were 27.9%, 30.7% and 34.9% in 2016, 2015 and 2014. Income tax expense for 2014 included a charge of $122 million relating to our litigation with the Canadian Revenue Agency (“CRA”).
Net income attributable to noncontrolling interests for 2016 and 2015 primarily reflects the recurring annual compensation and the guaranteed dividends that McKesson is obligated to payContingent Liabilities,” to the noncontrolling shareholders of Celesio under the domination and profit and loss transfer agreement (the “Domination Agreement”), which became effective in December 2014.
Loss from discontinued operations, net of tax, for 2015 included pre-tax non-cash impairment charges of $241 million ($235 million after-tax) associated with our Brazilian pharmaceutical distribution business, which we acquired through our acquisition of Celesio. On January 31, 2016, we entered into an agreement to sell this business to a third party. The sale is expected to be completed during the first half of 2017, subject to regulatory approval and customary closing conditions. We expect to recognize an after-tax charge of approximately $80 million to $100 million upon the disposition of the business within discontinued operations as a result of settlement of certain indemnifications. Loss from discontinued operations, net of tax, for 2014 included a non-cash pre-tax and after-tax impairment charge of $80 million related to our International Technology business, which was sold in part in 2015.
Net income attributable to McKesson Corporation was $2,258 million, $1,476 million and $1,263 million in 2016, 2015 and 2014. Diluted earnings per common share attributable to McKesson Corporation from continuing operations were $9.84, $7.54 and $6.08 and diluted loss per common share attributable to McKesson Corporation from discontinued operations were $0.14, $1.27 and $0.67 in 2016, 2015 and 2014.
We have recently acquired or have agreements to acquire a number of businesses whose financial results will be reported within our Distribution Solutions segment from their respective acquisition date. These businesses are described in Financial Note 2, “Business Combinations” to theaccompanying consolidated financial statements appearing in this Annual Report on Form 10-K for additional information.more information;

Gain from an escrow settlement of $97 million (pre-tax and after-tax) representing certain indemnity and other claims related to our 2017 acquisition of Rexall Health;
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McKESSON CORPORATION
FINANCIAL REVIEW (Continued)


Revenues:
 Years Ended March 31, Change
(Dollars in millions)2016 2015 2014 2016 2015
Distribution Solutions           
North America pharmaceutical distribution
& services
$158,469
 $143,711
 $123,929
 10
% 16
%
International pharmaceutical distribution & services23,497
 26,358
 4,485
 (11)  488
 
Medical-Surgical distribution & services6,033
 5,907
 5,648
 2
  5
 
Total Distribution Solutions187,999
 175,976
 134,062
 7
  31
 
            
Technology Solutions - products and services2,885
 3,069
 3,330
 (6)  (8) 
Total Revenues$190,884
 $179,045
 $137,392
 7
% 30
%
Revenues increased 7% and 30% in 2016 and 2015 compared$90 million ($66 million after-tax) related to the same periodsderecognition of a year ago. Excluding unfavorable foreign currency effectstax receivable agreement (“TRA”) payable to the shareholders of 2%, revenues increased 9%Change Healthcare Inc. (“Change”); and
Higher operating expenses due to our business acquisitions and to support growth
2018
Non-cash goodwill impairment charges of $1,283 million (pre-tax and after-tax) for the European Pharmaceutical Solutions segment and $455 million (pre-tax and after-tax) for our Rexall Health reporting unit in 2016. These increasesOther. There were no tax benefits associated with these goodwill impairment charges. The impairments for Europe were triggered primarily by government reimbursement reductions in our retail business in the U.K. and a more competitive environment in France. The impairments for Rexall Health were primarily driven by our Distribution Solutions segment, which accounted for approximately 98% of our consolidated revenues.
Distribution Solutions
North America pharmaceutical distributionsignificant generics reimbursement reductions across Canada and services revenues increased overminimum wage increases in multiple provinces. At March 31, 2018, the last two years primarily due to market growth, expanded business with existing customers and our mix of business. These increases were partially offset by customer losses. Market growth reflects growing drug utilization, which includes newly launched drugs and price increases, partially offset by price deflation associated with brand to generic drug conversions. Additionally, our 2015 revenues benefited from newly launched drugs for the treatment of Hepatitis C.
International pharmaceutical distribution and services revenues for 2016 decreased 11%. Excluding unfavorable foreign currency effects of 12%, revenues increased 1% in 2016 primarily reflecting higher revenues in the United Kingdom due to a new distribution agreement with a manufacturer, which was almost fully offset by lower revenues in Norway associated with the loss of a hospital contract. Revenues increased in 2015 primarily dueRexall Health reporting unit had no remaining goodwill related to our acquisition of Celesio in February 2014.Rexall Health;
Medical-Surgical distribution and services revenues increased over the last two yearsNon-cash pre-tax long-lived asset impairment charges of $446 million ($410 million after-tax) primarily due to market growth. Revenuesthe declines in estimated future cash flows in our European business including those declines in our U.K. retail business driven by government reimbursement reductions;
Pre-tax restructuring charges of $74 million ($67 million after-tax) primarily representing employee severance and lease exit costs related to the 2018 restructuring plan for 2016our McKesson Europe business. Under this plan, we expect to record total pre-tax charges of approximately $90 million to $130 million, of which $92 million of pre-tax charges were unfavorably affected byrecorded to date;
Higher expenses due to our business acquisitions;
Pre-tax charitable contribution expense of $100 million ($64 million after-tax) to a public benefit California foundation; and
Pre-tax gain of $109 million ($30 million after-tax) recognized from the sale of our ZEE MedicalEIS business inwithin Other
2017
Pre-tax gain of $3,947 million ($3,018 million after-tax) related to the second quarter of 2016.
Our Distribution Solutions segment is experiencing customer consolidation, including business combinations that impact our customers.
Technology Solutions
Technology Solutions revenues decreased over the last two years primarily due to a decline in hospital software revenues, partially offset by higher revenues in our other businesses. Additionally, 2016 revenues decreased as a result2017 contribution of the saleCore MTS Business to the Change Healthcare joint venture; and
Non-cash pre-tax goodwill impairment charge of $290 million ($282 million after-tax) related to our nurse triage business and the transition of our workforceEIS business within our International Technology business to a third party during the first quarter of 2016. Revenues decreased in 2015 compared to 2014 primarily due to a decline in hospital software revenues, the planned elimination of a product line and lower revenues from the workforce business within our International Technology business, whichOther. This impairment charge was transitioned to another service provider during the first quarter of 2016. These decreases were partially offset by higher revenues in our other businesses.generally not deductible for income tax purposes.

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McKESSON CORPORATION
FINANCIAL REVIEW (Continued)


Gross Profit:
 Years Ended March 31, Change
(Dollars in millions)2016  2015  2014  2016 2015
Gross Profit              
Distribution Solutions (1) (2)
$9,948
  $9,937
  $6,745
  -
% 47
%
Technology Solutions (2)
1,468
  1,474
  1,607
  -
  (8) 
Total$11,416
  $11,411
  $8,352
  -
% 37
%
               
Gross Profit Margin              
Distribution Solutions5.29
% 5.65
% 5.03
% (36)bp 62
bp 
Technology Solutions50.88
  48.03
  48.26
  285
  (23) 
Total5.98
  6.37
  6.08
  (39)  29
 
bp - basis points
(1)Gross profit for our Distribution Solutions segment includes LIFO expenses of $244 million, $337 million and $311 million for 2016, 2015 and 2014, and for 2016 and 2014 includes $76 million and $37 million of net cash proceeds representing our share of antitrust legal settlements.
(2)
Gross profit includes pre-tax restructuring charges of $5 million and $21 million for the Cost Alignment Plan within our Distribution Solutions segment and Technology Solutions segment in 2016.

Gross profit was flat in 2016 and increased 37% in 2015 compared to the same periods a year ago. Excluding unfavorable foreign currency effects of 4%, gross profit increased 4% in 2016. Gross profit margin decreased in 2016 and increased in 2015. These changes were primarily due to our Distribution Solutions segment.
Distribution Solutions
Distribution Solutions segment’s gross profit was flat in 2016 and increased in 2015. Excluding unfavorable foreign currency effects of 4%, gross profit increased 4% in 2016. Gross profit margin decreased in 2016 primarily due to a lower sell margin within our North America distribution business driven by increased customer sales volume with some of our largest customers, partially offset by higher buy margin including benefits from our global procurement arrangements, lower LIFO-related inventory charges and $76 million in cash receipts representing our share of antitrust legal settlements. Additionally, this business has been experiencing weaker generic pharmaceutical pricing trends, which are expected to continue in 2017. Buy margin primarily reflects volume and timing of compensation we receive from pharmaceutical manufacturers, including the effects of price increases of both branded and generic drugs.
Gross profit margin increased in 2015 primarily due to our Celesio acquisition, higher buy margin including the effects of generic price increases and our mix of business, partially offset by lower sell profit. Gross profit margin for 2015 was unfavorably affected by the increased sales associated with newly launched drugs for the treatment of Hepatitis C. Additionally, gross profit margin for 2014 included a $50 million charge for the reversal of a fair value step-up of inventory acquired through our Celesio acquisition and $37 million of cash receipts representing our share of antitrust settlements.
Our LIFO-related inventory expenses were $244 million, $337 million and $311 million in 2016, 2015 and 2014. Our North America distribution business uses the LIFO method of accounting for the majority of its inventories, which results in cost of sales that more closely reflects replacement cost than under other accounting methods. The business’ practice is to pass on to customers published price changes from suppliers. Manufacturers generally provide us with price protection, which limits price-related inventory losses. A LIFO expense is recognized when the net effect of price increases on pharmaceutical and non-pharmaceutical products held in inventory exceeds the net impact of price declines, including the effect of branded pharmaceutical products that have lost market exclusivity. A LIFO credit is recognized when the net effect of price declines exceeds the net impact of price increases on pharmaceutical and non-pharmaceutical products held in inventory. Our annual LIFO expense is affected by changes in year-end inventory quantities, product mix and manufacturer pricing practices, which may be influenced by market and other external influences. Changes to any of the above factors could have a material impact to our annual LIFO expense. LIFO expense decreased in 2016 primarily due to the impact of lower price increases.

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McKESSON CORPORATION
FINANCIAL REVIEW (Continued)


Goodwill Impairments:
As a result of cumulative net price deflation, at March 31, 2013, pharmaceutical inventories at LIFO were more than marketthe 2019 annual goodwill impairment test, the estimated fair value of our reporting units excluding the CS and accordingly, a $60 million lower-of-cost or market (“LCM”) reserve reduced inventories to market. Starting in 2014, we have experienced net inflation in our pharmaceutical inventoriesPS reporting units exceeded their carrying value. However, other risks, expenses and LIFO-related charges were incurred,future developments, such as additional government actions, increased regulatory uncertainty and accordingly, the $60 million LCM reserve was fully released resulting in an increase in gross profit. As of March 31, 2016 and 2015, pharmaceutical inventories at LIFO did not exceed market.
Technology Solutions
Technology Solutions segment’s gross profit decreased over the last two years. Gross profit margin increased in 2016 and decreased in 2015. In addition tomaterial changes in our mixkey market assumptions that we were unable to anticipate as of business, gross profit margin was impacted by:
2016 vs. 2015: Gross profit margin benefited from the saletesting date may require us to further revise the projected cash flows, which could adversely affect the fair value of our nurse triage business, transitioningMcKesson Canada reporting unit in Other in future periods.
Fiscal 2019 Restructuring Initiatives
On April 25, 2018, the Company announced a strategic growth initiative intended to drive long-term incremental profit growth and increase operational efficiency. The initiative consists of multiple growth priorities and plans to optimize the Company’s operating models and cost structures primarily through the centralization and outsourcing of certain administrative functions and cost management. As part of the growth initiative, we committed to implement certain actions including a reduction in workforce, facility consolidation and store closures. We expect to record total pre-tax charges of approximately $140 million to $180 million, of which we recorded pre-tax charges of $135 million ($122 million after-tax) in 2019. This set of the initiatives will be substantially completed by the end of 2020. Estimated remaining charges primarily consist of exit-related costs including contract termination costs.

As previously announced on November 30, 2018, the Company relocated its corporate headquarters from San Francisco, California to Irving, Texas to improve efficiency, collaboration and cost competitiveness, effective April 1, 2019. We anticipate that the relocation will be completed by January 2021. We expect to record total pre-tax charges of approximately $80 million to $130 million, of which pre-tax charges of $33 million ($24 million after-tax) were recorded in 2019 primarily representing employee severance. Estimated remaining charges primarily consist of lease and other exit-related costs, employee retention and relocation expenses.

During the fourth quarter of 2019, the Company committed to additional programs to continue our operating model and cost optimization efforts. We continue to implement centralization of certain functions and outsourcing through the expanded arrangement with a third-party vendor to achieve operational efficiency. The programs also include reorganization and consolidation of our workforce business within our International Technology businessoperations and related headcount reductions as well as the further closures of retail pharmacy stores in Europe and facilities. We expect to a third party, and higher pull-throughincur total pre-tax charges of deferred revenue. These increases were partially offset by $49approximately $300 million of pre-tax reduction-in-force severance charges, including charges associated with the Cost Alignment Plan. Additionally, in 2015 we recorded a $34to $350 million pre-tax non-cash charge representing a catch-up in depreciation and amortization expense associated with our workforce business within our International Technology business. This business,for these programs, which was previously designated as a discontinued operation, was reclassifiedare expected to a continuing operation in 2015 when we decided to retain the business.
2015 vs. 2014: In 2015, gross profit margin was negatively impactedbe completed by the $34end of 2021. In 2019, pre-tax charges of $163 million non-cash depreciation and amortization charge, partially offset by a decrease in product alignment charges. In 2014, we($127 million after-tax) were recorded, $57 million of pre-tax product alignment charges, which primarily relate torepresent employee severance and asset impairments. Charges were recorded in our 2014 financial results as follows: $34 million in costaccelerated depreciation expense. Estimated remaining charges primarily consist of salesfacility and $23 million in operating expenses. Additionally, gross profit margin was favorably impacted by the planned elimination of a product line.other exit costs and employee-related costs.
Operating Expenses:
 Years Ended March 31, Change
(Dollars in millions)2016 2015 2014  2016 2015
Operating Expenses            
Distribution Solutions (1) (2) (3)
$6,436
 $6,938
 $4,301
  (7)% 61
%
Technology Solutions (1) (2)
951
 1,039
 1,161
  (8)  (11) 
Corporate484
 466
 451
  4
  3
 
Total$7,871
 $8,443
 $5,913
  (7)% 43
%
             
Operating Expenses as a Percentage of Revenues            
Distribution Solutions3.42
%3.94
%3.21
% (52)bp  73
bp 
Technology Solutions32.96
 33.85
 34.86
  (89)  (101) 
Total4.12
 4.72
 4.30
  (60)  42
 
(1)Operating expenses for 2016 include pre-tax charges associated with the Cost Alignment Plan of $156 million, $30 million and $17 million within our Distribution Solutions and Technology Solutions segments, and Corporate.
(2)Operating expenses for 2016 include pre-tax gains of $52 million from the sale of our ZEE Medical business within our Distribution Solutions segment and $51 million from the sale of our nurse triage business within our Technology Solutions segment.
(3)Operating expenses for 2015 and 2014 include pre-tax claim and litigation charges of $150 million and $68 million.

Operating expensesRefer to Financial Note 3, “Restructuring and Asset Impairment Charges,” to the accompanying consolidated financial statements appearing in this Annual Report on Form 10-K for 2016 decreased 7%more information.

Other Income, Net: Other income, net, for 2019 and 2018 increased 43% in 2015 compared to the same periods a year ago. Excluding unfavorable foreign currency effectsago primarily due to higher gains recognized from the sales of 5%, operatinginvestments.
Loss from Equity Method Investment in Change Healthcare: 2019 and2018 include our proportionate share of the loss from the Change Healthcare joint venture of $194 million and $248 million, which includes amortization expenses decreased 2% for 2016.
On March 14, 2016,associated with equity method intangible assets and integration expenses incurred by the Company committedjoint venture. 2018 also includes certain transaction expenses, partially offset by a tax benefit of $76 million primarily due to a restructuring plan to lower its operating costs, as previously discussed. The Cost Alignment Plan primarily consists of a reduction in workforce and business process initiatives that will be substantially implemented priorthe future applicable tax rate related to the end2017 Tax Cuts and Jobs Act (the “2017 Tax Act”). Refer to Financial Note 5, “Healthcare Technology Net Asset Exchange,” to the accompanying consolidated financial statements appearing in this Annual Report on Form 10-K for more information.
Acquisition-Related Expenses and Adjustments
Acquisition-related expenses, which included transaction and integration expenses directly related to business acquisitions and the gain on the Healthcare Technology Net Asset Exchange were $228 million and $168 million in 2019 and 2018, and net credit of 2019. Business process initiatives primarily$3,797 million in 2017. 2019 and 2018 include plans to reduce operating costsour proportionate share of our distributiontransaction and pharmacy operations, administrative support functions,integration expenses incurred by Change Healthcare. 2018 includes a pre-tax gain of $37 million associated with the final net working capital and technology platforms, as well asother adjustments from the disposal and abandonmentHealthcare Technology Net Asset Exchange. 2017 includes a pre-tax gain of certain non-core businesses.$3,947 million from the Healthcare Technology Net Asset Exchange.

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As a result of the Cost Alignment Plan, the Company expects to record total pre-tax charges of approximately $270 million to $290 million. During the fourth quarter of 2016, we recorded $229 million of pre-tax restructuring charges primarily representing severance and employee-related costs. The charges were included in our results as follows: $26 million in cost of sales and $203 million in operating expenses. Estimated remaining charges primarily consist of exit-related costs and accelerated depreciation and amortization, which are largely attributed to our Distribution Solutions segment. Estimated savings in 2017 as a result of this plan are approximately $200 million to $220 million. Additional information on our Cost Alignment Plan is included in Financial Note 3, “Restructuring” to the consolidated financial statements appearing in this Annual Report on Form 10-K.
Distribution Solutions
Distribution Solutions segment’s operating expenses for 2016 decreased 7% compared to the prior year. Excluding unfavorable foreign currency effects of 5%, operating expenses decreased 2%. OperatingAcquisition-related expenses and operating expensesadjustments were recorded as a percentage of revenues decreased primarily due to a $150 million charge associated with the settlement of controlled substance distribution claims recorded in the prior year, lower acquisition-related expenses relating to integration activities for our acquisitions and the sale of our ZEE Medical business, including a $52 million pre-tax gain on sale. These decreases were partially offset by pre-tax charges of $156 million associated with the Cost Alignment Plan, higher compensation and benefit costs and bad debt expense.
Operating expense and operating expenses as a percentage of revenues increased in 2015 compared to the prior year primarily due to our business acquisitions, including increases in acquisition-related expenses and intangible asset amortization, and higher compensation and benefit costs. Operating expenses in 2015 also included a $150 million charge associated with the settlement of controlled substance distribution claims with the DEA, DOJ and various U.S. Attorney’s offices, and 2014 operating expenses included $68 million of charges associated with our AWP litigation. Refer to Financial Note 24, “Commitments and Contingent Liabilities,” to the consolidated financial statements in this Annual Report on Form 10-K for further information on the controlled substance distribution claims and the AWP litigation.
Technology Solutions
Technology Solutions segment’s operating expenses and operating expenses as a percentage of revenues in 2016 decreased compared to the prior year primarily due to the sale of our nurse triage business in the first quarter of 2016, including a pre-tax gain on sale of $51 million, and lower compensation and benefit costs. These decreases were partially offset by pre-tax charges of $30 million for the Cost Alignment Plan as well as the write-off of internal-use software. Operating expenses and operating expenses as a percentage of revenue in 2015 decreased from the comparable year primarily due to lower research and development expenses, integration-related expenses and severance charges.
Corporate
Corporate expenses increased in 2016 compared to the prior year primarily due to pre-tax charges of $17 million associated with the Cost Alignment Plan, partially offset by lower acquisition-related expenses and a decrease in compensation and benefit costs. Corporate expenses increased in 2015 compared to the prior year primarily due to higher compensation and benefit costs and asset impairments, partially offset by lower acquisition-related expenses and lower costs associated with corporate initiatives.
Acquisition Expenses and Related Adjustments
Acquisition expenses and related adjustments, which include transaction and integration expenses that are directly related to acquisitions by the Company were $114 million, $224 million and $218 million in 2016, 2015 and 2014. Expenses primarily related to our business acquisitions and integrations of our February 2014 acquisition of Celesio and February 2013 acquisition of PSS World Medical, Inc. (“PSSI”).

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FINANCIAL REVIEW (Continued)

follows:

 Years Ended March 31,
(Dollars in millions)2016 2015 2014
Cost of Sales$
 $1
 $3
Operating Expenses     
Transaction closing expenses10
 6
 39
Restructuring, severance and relocation
 57
 43
Outside service fees27
 66
 27
Other73
 94
 46
Total110
 223
 155
Other Income, Net4
 
 14
Interest Expense - bridge loan fees
 
 46
Total Acquisition Expenses and Related Adjustments$114
 $224
 $218
 Years Ended March 31,
(Dollars in millions)2019 2018 2017
Operating Expenses     
Gain on Change Healthcare Net Asset Exchange, net$
 $(37) $(3,947)
Transaction closing expenses3
 15
 30
Restructuring, severance and relocation12
 36
 25
Other (1)
103
 54
 85
Total118
 68
 (3,807)
Other Expenses (2)
110
 100
 10
Total Acquisition-Related Expenses and Adjustments$228
 $168
 $(3,797)
Acquisition expenses and related adjustments by segment were as follows:
 Years Ended March 31,
(Dollars in millions)2016 2015 2014
Cost of Sales$
 $1
 $3
Operating Expenses and Other Income, Net     
Distribution Solutions112
 211
 120
Technology Solutions
 
 15
Corporate2
 12
 34
Total114
 223
 169
Corporate - Interest Expense
 
 46
Total Acquisition Expenses and Related Adjustments$114
 $224
 $218
During 2016, 2015 and 2014, we incurred $9 million, $109 million and $129 million of acquisition-related expenses for our acquisition of Celesio and $70 million, $110 million, and $68 million for our acquisition of PSSI. These expenses primarily include restructuring, severance, employee retention incentives, outside service fees and other costs to integrate the business, and bridge loan fees. Additionally, our acquisition-related expenses for our PSSI acquisition include amounts associated with distribution center rationalization and information technology conversions to common platforms. Integration activities for our PSSI acquisition are substantially completed.
(1)These expenses primarily include outside service fees, costs associated with information technology and other integration activities.
(2)Fiscal 2019 and 2018 includes our proportionate share of transaction and integration expenses incurred by Change Healthcare, excluding certain fair value adjustments, which were recorded within “Loss from Equity Method Investment in Change Healthcare”.
Amortization Expenses of Acquired Intangible Assets
Amortization expenses of acquired intangible assets directly related to business acquisitions and the formation of the Change Healthcare joint venture were $790 million, $792 million and $440 million in connection with acquisitions2019, 2018 and 2017. These expenses were primarily recorded in our operating expenses were $423 million, $483 million and $308 million in 2016, 2015for 2019 and 2014. Amortization expenses decreased in 2016 primarily due to foreign currency effects and intangible assets that were fully amortized. Amortization expenses increased in 2015 primarily due to our Celesio acquisition.
Amortization expense by segment was as follows:
 Years Ended March 31,
(Dollars in millions)2016 2015 2014
Distribution Solutions$389
 $442
 $255
Technology Solutions34
 40
 52
Corporate
 1
 1
Total$423
 $483
 $308


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Other Income, Net: 
 Years Ended March 31, Change
(Dollars in millions)2016 2015 2014 2016 2015
Distribution Solutions$41
 $48
 $28
 (15)% 71
%
Technology Solutions2
 3
 2
 (33)  50
 
Corporate15
 12
 2
 25
  500
 
Total$58
 $63
 $32
 (8)% 97
%
Other income, net in 2016 approximated the prior year and increased in 2015 primarily due to our acquisition of Celesio which included higher equity investment income. Additionally, 2014 other income, net included a loss on a foreign exchange option relating to our acquisition of Celesio.
Segment Operating Profit, Corporate Expenses, Net and Interest Expense:
 Years Ended March 31,  Change
(Dollars in millions)2016 2015 2014  2016 2015
Segment Operating Profit (1) (2)
            
Distribution Solutions$3,553
 $3,047
 $2,472
  17
% 23
%
Technology Solutions519
 438
 448
  18
   (2) 
Subtotal4,072
 3,485
 2,920
  17
   19
 
Corporate Expenses, Net (2)
(469) (454) (449)  3
   1
 
Interest Expense(353) (374) (300)  (6)   25
 
Income From Continuing Operations Before Income Taxes (2)
$3,250
 $2,657
 $2,171
  22
% 22
%
             
Segment Operating Profit Margin            
Distribution Solutions1.89
%1.73
%1.84
% 16
bp  (11)bp 
Technology Solutions17.99
 14.27
 13.45
  372
   82
 
(1)Segment operating profit includes gross profit, net of operating expenses, plus other income, net, for our two operating segments.
(2)In connection with the Cost Alignment Plan, the Company recorded pre-tax restructuring charges of $229 million in 2016. Pre-tax charges were recorded as follows: $161 million, $51 million and $17 million within our Distribution Solutions segment, Technology Solutions segment and Corporate expenses, net.

Segment Operating Profit
Distribution Solutions: Operating profit increased over the last two years primarily due to growth2018 also in our business and for 2015 due to our business acquisitions. Operating profit margin for 2016 increased due to lower operating expenses as a percentageproportionate share of revenues, partially offset by a decline in gross profit margin. Operating profit and operating profit margin in 2016 includes $161 million of pre-tax charges associated with the Cost Alignment Plan, lower LIFO charges, and a $52 million pre-tax gain on the sale of our ZEE Medical business. Operating profit margin for 2015 decreased primarily due to our acquisition of Celesio and the unfavorable impactloss from the newly launched drugs for Hepatitis C, partially offset by our other mix of business. In 2015 and 2014, operating profit and operating profit margin includes $150 million and $68 million of reserve adjustments for estimated probable losses related to our controlled substance distribution claims and AWP litigation.equity method investment in Change Healthcare.

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Technology Solutions: Operating profit and operating profit margin increased in 2016 primarily due to higher gross profit margin and a decrease in operating expenses as a percentage of revenue. Operating profit and operating profit margin for 2016 includes a $51 million pre-tax gain from the sale of our nurse triage business and $51 million of pre-tax charges associated with the Cost Alignment Plan. Operating profit margin increased in 2015 from 2014 primarily due to lower operating expenses as a percentage of revenues, partially offset by a decline in gross profit margin. In 2015 and 2014, operating profit and operating profit margin were unfavorably affected by $34 million and $57 million of charges associated with a depreciation and amortization catch-up related to 2014, and product alignment and impairment charges.
Corporate: Corporate expenses, net, increased over the last two years primarily due to higher operating expenses as previously discussed.
Interest Expense: Interest expense decreased in 2016 compared to the prior year primarily due to repayments of debt and certain foreign currency-denominated credit facilities. Interest expense increased in 2015 compared to the prior year primarily due to the March 2014 issuance of $4.1 billion of new debt to fund the acquisition of Celesio and due to interest on Celesio’s debt. Interest expense for 2014 also included $46 million of bridge loan fees associated with the initial funding of the acquisition of Celesio. Partially offsetting these increases, interest expense benefited from the repayment of debt in the fourth quarter of 2014.
Interest expense fluctuates based on timing, amounts and interest rates of term debt repaid and new term debt issued, as well as amounts incurred associated with financing fees.
Income Taxes
During 2016, 2015 and 2014,We recorded income tax expense of $356 million, benefit of $53 million and expense of $1,614 million related to continuing operations was $908 million, $815 millionin 2019, 2018 and $757 million, which included net discrete tax benefits of $42 million and $33 million in 2016 and 2015 and a net discrete tax expense of $94 million in 2014.2017. Our reported income tax rates were 27.9%, 30.7%expense rate for 2019 was 58.4% compared to an income tax benefit rate of 22.2% for 2018 and 34.9%an income tax expense rate of 23.4% in 2016, 2015 and 2014.2017. Fluctuations in our reported income tax rates are primarily due to changes within our business mix, includingthe impact of the 2017 Tax Act, the impact of nondeductible impairment charges, and varying proportions of income attributable to foreign countries that have lower income tax rates different from the U.S. rate.
Our reported income tax expense rate for 2019 was unfavorably impacted by non-cash pre-tax charges of $1,776 million ($1,756 million after-tax) to impair the carrying value of goodwill for our European Pharmaceutical Solutions segment, given that these charges are generally not deductible for tax purposes. As a result of the enactment of the 2017 Tax Act, the 2018 income tax benefit rate included a tax benefit of $1,324 million from the re-measurement of certain deferred taxes to the lower U.S. federal tax rate, partially offset by a tax expense of $457 million representing the one-time tax imposed on certain accumulated earnings and discrete items.profits of our foreign subsidiaries. The reported income tax benefit and expense rates for 2018 and 2017 were also unfavorably affected by the non-cash goodwill impairment charges of $1,738 million (pre-tax and after-tax) and $290 million ($282 million after-tax), given that these charges are generally not deductible for tax purposes. Refer to Financial Note 2, “Goodwill Impairment Charges,” to the accompanying consolidated financial statements appearing in this Annual Report on Form 10‑K for additional information.
Significant judgments and estimates are required in determining the consolidated income tax provision and evaluating income tax uncertainties. Although our major taxing jurisdictions include the U.S., Canada and Canada,the U.K., we are subject to income taxes in numerous foreign jurisdictions. Our income tax expense, deferred tax assets and liabilities and uncertain tax liabilities reflect management’s best assessment of estimated current and future taxes to be paid. We believe that we have made adequate provision for all income tax uncertainties.
We received reassessments fromOn July 24, 2018, the Canada Revenue Agency (“CRA”)Ninth Circuit Court of Appeals issued an opinion in Altera Corp. v. Commissioner requiring related parties in an intercompany cost-sharing arrangement to share expenses related to share-based compensation. This opinion reversed the prior decision of the United States Tax Court. On August 7, 2018, the opinion was withdrawn and a transfer pricing matter impacting years 2003 through 2013. During 2016, we reachedrehearing of the case took place on October 16, 2018. We will continue to monitor developments in this case and the ultimate outcome may have an agreement to settle the transfer pricing matter for years 2003 through 2013 and recorded a net discreteadverse impact on our effective tax benefit of $8 million.
The Internal Revenue Service (“IRS”) is currently examining our U.S. corporation income tax returns for 2007 through 2009 and may issue a Revenue Agent Report during the first quarter of 2017. We believe that adequate amounts have been reserved for any adjustments that may ultimately result from these examinations, and we do not anticipate a significant impact to our gross unrecognized tax benefits. During 2015, we reached an agreement with the IRS to settle all outstanding issues relating to years 2003 through 2006 and recognized discrete tax benefits of $55 million to record previously unrecognized tax benefits and related interest.rate.

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LossIncome (Loss) from Discontinued Operations, Net of Tax
LossesTax: Income (Loss) from discontinued operations, net of tax, were $32 million, $299income of $1 million and $156$5 million in 2016, 20152019 and 2014.
In 2015, we committed2018, and loss of $124 million in 2017. Loss from discontinued operations, net for 2017 includes an after-tax loss of $113 million related to a plan to sellthe sale of our Brazilian pharmaceutical distribution business within our DistributionEuropean Pharmaceutical Solutions segment, which we acquired through our February 2014 acquisition of Celesio. Loss from discontinued operations, net for 2015 included $241 million of non-cash pre-tax ($235 million after-tax) impairment charges, which were recorded to reduce the carrying value of this business to its estimated fair value, less costs to sell. On January 31, 2016, we entered into an agreement to sell the Brazilian pharmaceutical distribution business tosegment. We made a third party. The sale is expected to be completed during the first half of 2017, subject to regulatory approval and customary closing conditions. We expect to recognize an after-tax chargepayment of approximately $80 million to $100 million upon the disposition of the business within discontinued operations as a result of settlement of certain indemnifications.
Loss from discontinued operations, net for 2015 also included a pre-tax and after-tax loss of $6 million from therelated to this sale of a software business within our International Technology business. Loss from discontinued operations, net for 2014, included a pre-tax and after-tax loss of $5 million and $7 million within our discontinued operations from the sale of our Hospital Automation business. Additionally, during 2014, we recorded an $80 million non-cash pre-tax and after-tax impairment charge to reduce the carrying value of our International Technology business to its estimated fair value less costs to sell.in 2017. Refer to Financial Note 9,7, “Discontinued Operations,” to the consolidated financial statements appearing in this Annual Report on Form 10-K for additional information.
Net Income (Loss) Attributable to Noncontrolling Interests: Net income attributable to noncontrolling interests for 2016 and 2015 primarily represents the guaranteed dividends andincludes the annual recurring compensation that we are obligated to pay to the noncontrolling shareholders of CelesioMcKesson Europe under the Domination Agreement.domination and profit and loss transfer agreement (the “Domination Agreement”).  Net lossincome attributable to noncontrolling interests for 2014 primarily representsalso includes third-party equity interests in our consolidated entities including ClarusONE and Vantage. Noncontrolling interests with redemption features, such as put rights, that are not solely within the portionCompany’s control are considered redeemable noncontrolling interests.  Redeemable noncontrolling interests are presented outside of Celesio’s net loss that was not allocable to McKesson Corporation.Stockholders’ Equity on our consolidated balance sheet. Refer to Financial Note 10, “Noncontrolling11, “Redeemable Noncontrolling Interests and Redeemable Noncontrolling Interests,” to the consolidated financial statements appearing in this Annual Report on Form 10-K for additional information.
Net Income Attributable to McKesson Corporation: Net income attributable to McKesson Corporation was $2,258$34 million, $1,476$67 million and $1,263$5,070 million in 2016, 20152019, 2018 and 2014 and diluted2017. Diluted earnings per common share were $9.70, $6.27$0.17, $0.32 and $5.41.$22.73 in 2019, 2018 and 2017.
Weighted Average Diluted Common Shares Outstanding:  Diluted earnings per common share was calculated based on a weighted average number of shares outstanding of 233197 million, 235209 million and 233223 million for 2016, 20152019, 2018 and 2014.2017. Weighted average diluted common shares outstanding is affected by the exercise and settlement of share-based awards and in 2016 and 2014, the cumulative effect of share repurchases.
Revenues:
 Years Ended March 31, Change
(Dollars in millions)2019 2018 2017 2019 2018
U.S. Pharmaceutical and Specialty Solutions$167,763
 $162,587
 $155,236
 3
% 5
%
European Pharmaceutical Solutions27,242
 27,320
 24,847
 
  10
 
Medical-Surgical Solutions7,618
 6,611
 6,244
 15
  6
 
Other11,696
 11,839
 12,206
 (1)  (3) 
Total Revenues$214,319
 $208,357
 $198,533
 3
% 5
%
U.S. Pharmaceutical and Specialty Solutions
U.S. Pharmaceutical and Specialty Solutions revenues increased over the past two years primarily due to market growth, including expanded business with existing customers, growth of specialty pharmaceuticals and our business acquisitions, partially offset by loss of customers. Market growth includes growing drug utilization, price increases and newly launched products, partially offset by price deflation associated with brand to generic drug conversions.
European Pharmaceutical Solutions
European Pharmaceutical Solutions revenues remained flat and increased 10% in 2019 and 2018. This segment’s revenues increased 1% and 5% in 2019 and 2018 primarily due to market growth, with the difference due to the effects of foreign currency exchange fluctuations. Revenues in 2019 were also unfavorably affected by the retail pharmacy closures and additional government reimbursement reductions in the U.K., and the competitive environment in France.
Medical-Surgical Solutions
Medical-Surgical Solutions revenues increased over the past two years compared to the same periods a year ago primarily due to our 2019 acquisition of Medical Specialties Distributors LLC (“MSD”) and market growth.

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Other
Revenues in Other for 2019 and 2018 decreased 1% and 3% compared to the same periods a year ago. Revenues in Other for 2019 decreased primarily due to unfavorable effects of foreign currency exchange fluctuations of 2% and the effect of government imposed generic price cuts and retail pharmacy closures related to our Canadian business. In addition, revenues in Other for 2019 were negatively impacted by the 2018 sale of our EIS business. These decreases for 2019 are partially offset by growth in our Canadian and McKesson Prescription Technology Solutions (“MRxTS”) businesses and the effects of acquisitions in Canada. Revenues in Other for 2018 decreased primarily due to the 2017 contribution of the Core MTS Business to the Change Healthcare joint venture, partially offset by market growth, the effects of acquisitions in Canada and favorable effects of foreign currency exchange fluctuations of 2%.
Segment Operating Profit, Corporate Expenses, Net and Interest Expense:
 Years Ended March 31,  Change
(Dollars in millions, except ratios)2019 2018 2017  2019 2018
Segment Operating Profit (1)
            
U.S. Pharmaceutical and Specialty Solutions$2,697
 $2,535
 $2,488
  6
% 2
%
European Pharmaceutical Solutions (2)
(1,978) (1,681) 173
  18
  NM
 
Medical-Surgical Solutions455
 461
 401
  (1)  15
 
Other394
 (107) 4,514
  468
  (102) 
Subtotal1,568
 1,208
 7,576
  30
  (84) 
Corporate Expenses, Net(694) (564) (377)  23
  50
 
Loss on Debt Extinguishment
 (122) 
  (100)  NM
 
Interest Expense(264) (283) (308)  (7)  (8) 
Income from Continuing Operations Before Income Taxes$610
 $239
 $6,891
  155
% (97)%
             
Segment Operating Profit Margin            
U.S. Pharmaceutical and Specialty Solutions1.61
%1.56
%1.60
% 5
bp (4)bp
European Pharmaceutical Solutions(7.26) (6.15) 0.70
  (111)  (685) 
Medical-Surgical Solutions5.97
 6.97
 6.42
  (100)  55
 
bp - basis points
NM - not meaningful
(1)Segment operating profit includes gross profit, net of operating expenses, as well as other income, net, for our operating segments.
(2)Operating profit of our European Pharmaceutical Solutions segment for 2019 and 2018 include non-cash pre-tax goodwill impairment charges of $1,776 million and $1,283 million. This segment’s operating profit for 2019 and 2018 also includes non-cash pre-tax long-lived asset impairment charges of $210 million and $446 million.

Segment Operating Profit
U.S. Pharmaceutical and Specialty Solutions: Operating profit increased for 2019 and 2018 primarily due to market growth including growth in our specialty business, partially offset by loss of customers. Operating profit and operating profit margin for 2019 benefited from the net cash proceeds representing our share of antitrust legal settlements and higher LIFO credits, partially offset by a $61 million pre-tax charge related to a customer bankruptcy. Operating profit and operating profit margin for 2018 were favorably affected by procurement benefits, higher LIFO credits and a pre-tax gain of $43 million recognized from the 2018 sale of an equity method investment, partially offset by competitive sell-side pricing environment and net cash proceeds representing our share of antitrust legal settlements received in 2017.

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European Pharmaceutical Solutions: Operating profit and operating profit margin decreased for 2019 and 2018 primarily due to the goodwill impairment charges recorded in 2019 and 2018. 2019 operating profit and operating profit margin also were negatively impacted by the effect of government reimbursement reductions and lower sales volume in the U.K. and the increased competition in France, partially offset by market growth. 2018 operating profit and operating profit margin were negatively impacted by the effect of government reimbursement reductions in the U.K.
Medical-Surgical Solutions: Operating profit decreased for 2019 primarily due to higher restructuring charges, partially offset by market growth. Operating profit margin for 2019 decreased primarily due to higher restructuring charges and changes in our mix of business, partially offset by ongoing cost management. Operating profit and operating profit margin for 2018 increased primarily due to higher bad debt expense in 2017. In addition, 2018 operating profit increased due to market growth.
Other:
Operating profit for Other increased for 2019 and decreased in 2018. Operating profit for Other in 2019, 2018 and 2017 were affected by the following significant items:
2019
Market growth in our MRxTS business;
Lower operating profit due to the 2018 sale of our EIS business;
Escrow settlement gain of $97 million (pre-tax) related to our 2017 acquisition of Rexall Health;
Pre-tax credit of $90 million resulting from the derecognition of a TRA liability payable to the shareholders of Change Healthcare;
Higher restructuring and asset impairment charges related to closures of our retail pharmacy stores in Canada;
Lower amount of our proportionate share of losses from our equity method investment in Change Healthcare during 2019;
Pre-tax goodwill and long-lived asset impairment charges of $56 million recognized for our Rexall Health retail business;
Pre-tax gain of $56 million from the divestiture of an equity investment; and
Government imposed generic price cuts in Canada.
2018
Lower operating profit due to the 2017 contribution of the Core MTS Business to the Change Healthcare joint venture;
Pre-tax goodwill charges of $455 million and long-lived asset impairment charges of $33 million recognized for our Rexall Health retail business;
Market growth in our MRxTS business;
Our proportionate share of losses from our equity method investment in Change Healthcare during 2018;
$109 million pre-tax gain from the sale of our EIS business in 2018;
$46 million pre-tax credit representing a reduction of our TRA liability related to the adoption of the 2017 Tax Act; and
Pre-tax gain of $37 million resulting from the finalization of net working capital and other adjustments related to the contribution of the Core MTS Business to Change Healthcare.
2017
Pre-tax gain of $3,947 million related to the 2017 contribution of the Core MTS Business to the Change Healthcare joint venture; and
Non-cash pre-tax goodwill impairment charge of $290 million related to our EIS reporting unit.


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Corporate: Corporate expenses, net, increased for 2019 primarily due to an increase in opioid-related costs, higher restructuring-related charges and costs for technology initiatives. Corporate expenses, net, increased for 2018 primarily due to a charitable contribution expense of $100 million and higher professional fees incurred for Corporate initiatives.
Loss on Debt Extinguishment: In 2018, we recognized a pre-tax loss on debt extinguishment of $122 million ($78 million after-tax) primarily representing premiums related to our February 2018 tender offers to redeem a portion of our existing outstanding long-term debt.
Interest Expense: Interest expense decreased over the last two years primarily due to the refinancing of debt at lower interest rates, partially offset by an increase in the issuance of commercial paper. Interest expense fluctuates based on timing, amounts and interest rates of term debt repaid and new term debt issued, as well as amounts incurred associated with financing fees.
Foreign Operations
Our foreign operations represented approximately 17%18%, 20%18% and 11%17% of our consolidated revenues in 2016, 20152019, 2018 and 2014.2017. Foreign operations are subject to certain risks, including currency fluctuations. We monitor our operations and adopt strategies responsive to changes in the economic and political environment in each of the countries in which we operate. We conduct our business worldwide in local currencies including Euro, British pound sterling and Canadian dollar. As a result, the comparability of our results reported in U.S. dollars can be affected by changes in foreign currency exchange rates.  In discussing our operating results, we may use the term “foreign currency effect”, which refers to the effect of changes in foreign currency exchange rates used to convert the local currency results of foreign countries where the functional currency is not the U.S. dollar. We present this information to provide a framework for assessing how our business performed excluding the effect of foreign currency rate fluctuations.  In computing foreign currency effect, we translate our current year results in local currencies into U.S dollars by applying average foreign exchange rates of the corresponding prior year periods, and we subsequently compare those results to the previously reported results of the comparable prior year periods in U.S. dollars. Additional information regarding our foreign operations is included in Financial Note 27,28, “Segments of Business,” to the consolidated financial statements appearing in this Annual Report on Form 10-K.


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Business Combinations
Refer to Financial Notes 2 and 16,Note 4, “Business Combinations” and “Debt and Financing Activities,Combinations,” to the consolidated financial statements appearing in this Annual Report on Form 10-K for additional information.
2017Fiscal 2020 Outlook
Information regarding the Company’s 2017fiscal 2020 outlook is contained in our FormForms 8-K and 8-K/A dated May 5, 2016. This Form 8-K8, 2019. These Forms should be read in conjunction with the sections Item 1 - Business - Forward-Looking Statements and Item 1A - Risk Factors in Part I of this Annual Report on Form 10-K.

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CRITICAL ACCOUNTING POLICIES AND ESTIMATES
We consider an accounting estimate to be critical if the estimate requires us to make assumptions about matters that were uncertain at the time the accounting estimate was made and if different estimates that we reasonably could have used in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, could have a material impact on our financial condition or results from operations. Below are the estimates that we believe are critical to the understanding of our operating results and financial condition. Other accounting policies are described in Financial Note 1, “Significant Accounting Policies,” to the consolidated financial statements appearing in this Annual Report on Form 10-K. Because of the uncertainty inherent in such estimates, actual results may differ from these estimates.

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Allowance for Doubtful Accounts: We provide short-term credit and other customer financing arrangements to customers who purchase our products and services. Other customer financing primarily relates to guarantees provided to our customers, or their creditors, regarding the repurchase of inventories. We also provide financing to certain customers related to the purchase of pharmacies, which serve as collateral for the loans. We estimate the receivables for which we do not expect full collection based on historical collection rates and specific knowledge regarding the current creditworthiness of our customers and record an allowance in our consolidated financial statements for these amounts.
In determining the appropriate allowance for doubtful accounts, which includes general and specific reserves, the Company reviews accounts receivable aging, industry trends, customer financial strength, credit standing, historical write-off trends and payment history to assess the probability of collection. If the frequency and severity of customer defaults due to our customers’ financial condition or general economic conditions change, our allowance for uncollectible accounts may require adjustment. As a result, we continuously monitor outstanding receivables and other customer financing and adjust allowances for accounts where collection may be in doubt. During 2016,2019, sales to our ten largest customers, including group purchasing organizations (“GPOs”) accounted for approximately 52.4%49.9% of our total consolidated revenues. Sales to our largest customer, CVS Health (“CVS”), accounted for approximately 20.3%19.4% of our total consolidated revenues. At March 31, 2016,2019, trade accounts receivable from our ten largest customers were approximately 32%31.9% of total trade accounts receivable. Accounts receivable from CVS were approximately 18%18.4% of total trade accounts receivable. As a result, our sales and credit concentration is significant. We also have agreements with GPOs, each of which functions as a purchasing agent on behalf of member hospitals, pharmacies and other healthcare providers, as well as with government entities and agencies. The accounts receivables balances are with individual members of the GPOs, and therefore no significant concentration of credit risk exists. A material default in payment, a material reduction in purchases from these or any other large customers, or the loss of a large customer or GPO could have a material adverse impact on our financial position, results of operations and liquidity.
Reserve methodologies are assessed annually based on historical losses and economic, business and market trends. In addition, reserves are reviewed quarterly and updated if unusual circumstances or trends are present. We believe the reserves maintained and expenses recorded in 20162019 are appropriate and consistent with historical methodologies employed. At this time, we are not aware of any internal process or customer issues that might lead to a significant increase in our allowance for doubtful accounts as a percentage of net revenue in the foreseeable future.
At March 31, 2016,2019, trade and notes receivables were $14,685$15,329 million prior to allowances of $212$273 million. In 2016, 20152019, 2018 and 2014,2017, our provision for bad debts was $113$132 million, $67$44 million and $36$93 million. At March 31, 20162019 and 2015,2018, the allowance as a percentage of trade and notes receivables was 1.4%1.8% and 1.1%1.3%. An increase or decrease of a hypothetical 0.1% in the 20162019 allowance as a percentage of trade and notes receivables would result in an increase or decrease in the provision for bad debts of approximately $15 million. The selected 0.1% hypothetical change does not reflect what could be considered the best or worst caseworst-case scenarios. Additional information concerning our allowance for doubtful accounts may be found in Schedule II included in this Annual Report on Form 10-K.
Inventories: We reportInventories consist of merchandise held for resale. Prior to 2018, we reported inventories at the lower of cost or market (“LCM”). InventoriesEffective in the first quarter of 2018, we report inventories at the lower of cost or net realizable value, except for our Distribution Solutions segment consist of merchandise held for resale. For our Distribution Solutions segment,inventories determined using the LIFO method. The majority of the cost of domestic inventories is determined using the LIFO method. The majority of the cost of inventories held in foreign locations is based on first-in, first-out method and weighted average purchase price using the first-in, first-out method (“FIFO”). Technology Solutions segment inventories consist of computer hardware with cost generally determined by the standard cost method, which approximates average cost.prices. Rebates, cash discounts and other incentives received from vendors relating to the purchase or distribution of inventory are considered as product discounts and are accounted for as a reduction in the cost of inventory and are recognized when the inventory is sold. Total inventories, net were $15.3 billion$16,709 million and $14.3 billion$16,310 million at March 31, 20162019 and 2015.2018.

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The LIFO method was used to value approximately 74%62% and 73%63% of our inventories at March 31, 20162019 and 2015.2018. If we had used the FIFOmoving average method of inventory valuation, which approximates current replacement costs, inventories would have been approximately $1,012$696 million and $768$906 million higher than the amounts reported at March 31, 20162019 and 2015.2018. These amounts are equivalent to our LIFO reserves. Our LIFO valuation amount includes both pharmaceutical and non-pharmaceutical products. In 2016, 2015, and 2014, weWe recognized net LIFO expensecredits of $244$210 million, $337$99 million and $311$7 million in 2019, 2018 and 2017 within our consolidated statements of operations. A LIFO expensecharge is recognized when the net effect of price increases on pharmaceutical and non-pharmaceutical products held in inventory exceeds the impact of price declines, including the effect of branded pharmaceutical products that have lost market exclusivity. A LIFO credit is recognized when the net effect of price declines exceeds the impact of price increases on pharmaceutical and non-pharmaceutical products held in inventory.

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We believe that themoving average inventory costing method provides a reasonable estimation of the current cost of replacing inventory (i.e., “market”).  As such, our LIFO inventory is valued at the lower of LIFO or market.  As of March 31, 20162019 and 2015,2018, inventories at LIFO did not exceed market.
In determining whether inventory valuation issues exist,allowance is required, we consider various factors including estimated quantities of slow-moving inventory by reviewing on-hand quantities, outstanding purchase obligations and forecasted sales. Shifts in market trends and conditions, changes in customer preferences due to the introduction of generic drugs or new pharmaceutical products or the loss of one or more significant customers are factors that could affect the value of our inventories. We write down inventories which are considered excess and obsolete as a result of these reviews. These factors could make our estimates of inventory valuation differ from actual results.
Business Combinations: We account for acquired businesses using the acquisition method of accounting, which requires that once control of a business is obtained, 100% of the assets acquired and liabilities assumed, including amounts attributed to noncontrolling interests, be recorded at the date of acquisition at their respective fair values. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Acquisition-related expenses and related restructuring costs are expensed as incurred.
Several valuation methods may be used to determine the fair value of assets acquired and liabilities assumed. For intangible assets, we typically use a method based on the income method. This method startsapproach. Methods under the income approach start with a forecast of all of the expected future net cash flows associated with each asset. These cash flows are then adjusted to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams. Some of the more significant estimates and assumptions inherent in methods based on the income method or other methodsapproach include the amount and timing of projected future cash flows, the discount rate selected to measure the risks inherent in the future cash flows and the assessment of the asset’s life cycle and the competitive trends impacting the asset, including consideration of any technical, legal, regulatory, or economic barriers to entry. Determining the useful life of an intangible asset also requires judgment as different types of intangible assets will have different useful lives and certain assets may even be considered to have indefinite useful lives. Refer to Financial Note 2,4, “Business Combinations,” to the consolidated financial statements appearing in this Annual Report on Form 10-K for additional information regarding our acquisitions.
Goodwill and IntangibleLong-Lived Assets: As a result of acquiring businesses, we have $9,786$9,358 million and $9,817$10,924 million of goodwill at March 31, 20162019 and 2015 and $3,0212018, $3,689 million and $3,441$4,102 million of intangible assets, net at March 31, 20162019 and 2015. We maintain goodwill assets on our books unless the assets are considered to be impaired.2018. We perform an impairment test on goodwill balances annually in the fourth quarter or more frequently if indicators for potential impairment exist. Indicators that are considered include significant changesdeclines in performance 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 Company’s stock price and/or market capitalization for a sustained period of time.
Goodwill impairment testing is conducted at the reporting unit level, which is generally defined as an operating segment or a component, one level below our Distribution Solutions and Technology Solutions operating segments, for which discrete financial information is available and segment management regularly reviews the operating results of that reporting unit.

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the impairment test. The first step in goodwill testingone-step impairment test under the amended guidance requires usan entity to compare the estimated fair value of a reporting unit towith its carrying value. This step may be performed utilizing either a qualitative or quantitative assessment. If the carrying value of the reporting unit is lower than its estimated fair value, no further evaluation is necessary. If the carrying value of the reporting unit is higher than its estimated fair value, the second step must be performed to measure the amount of impairment loss. Under the second step, the implied fair value of goodwill is calculated in a hypothetical analysis by subtracting the fair value of all assets and liabilities of the reporting unit, including any unrecognized intangibles assets, from the fair value of the reporting unit calculated in the first step of the impairment test. If the carrying value of goodwill for the reporting unit exceeds the implied fair value of goodwill,recognizes an impairment charge is recorded for that excess.the amount by which the carrying amount exceeds the reporting unit’s fair value, if any.
To estimate the fair value of our reporting units, we generally use a combination of the market approach and the income approach. Under the market approach, we estimate fair value by comparing the business to similar businesses, or guideline companies whose securities are actively traded in public markets. Under the income approach, we use a discounted cash flow (“DCF”) model in which cash flows anticipated over several periods, plus a terminal value at the end of that time horizon, are discounted to their present value using an appropriate expected rate of return. In addition, we compare the aggregate of the reporting units’ fair values to our market capitalization as further corroboration of the fair values.
Some
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Estimates of fair value result from a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions at a point in time. Judgments made in determining an estimate of fair value may materially impact our results of operations.  The valuations are based on information available as of the impairment review date and are based on expectations and assumptions that have been deemed reasonable by management. Any material changes in key assumptions, including failure to meet business plans, negative changes in government reimbursement rates, deterioration in the U.S. and global financial markets, an increase in interest rates or an increase 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. For example, some of the more significant estimates and assumptions inherent in the goodwill impairment estimation process using the market approach include the selection of appropriate guideline companies, the determination of market value multiples for both the guideline companies and the reporting unit, the determination of applicable premiums and discounts based on any differences in marketability between the business and the guideline companies and for the income approach, the required rate of return used in the discounted cash flowDCF method, which reflects capital market conditions and the specific risks associated with the business.  OtherUnder the income approach, the fair value estimates inherent in both the marketgoodwill impairment analysis are highly sensitive to the discount rates used in the discounting of expected cash flows attributable to the reporting units.  The discount rates are the weighted average cost of capital measuring the reporting unit’s cost of debt and income approaches include long-term growth rates, projected revenuesequity financing weighted by the percentage of debt and earnings andpercentage of equity in a company’s target capital. The unsystematic risk premium is an input factor used in calculating discount rate that specifically addresses uncertainty related to the reporting units’ future cash flow forecasts forprojections. Increases in the reporting units.unsystematic risk premium increase the discount rate.
EstimatesAs a result of the 2019 annual goodwill impairment test, the estimated fair value result from a complex series of judgments aboutour reporting units excluding the CS and PS reporting units exceeded their carrying value. However, other risks, expenses and future eventsdevelopments, such as additional government actions, increased regulatory uncertainty and uncertainties and rely heavily on estimates andmaterial changes in key market assumptions at a point in time. Judgments made in determining an estimate of fair value may materially impact our results of operations. The valuations are based on information availablethat we were unable to anticipate as of the impairment reviewtesting date and are based on expectations and assumptions that have been deemed reasonable by management. Any changes in key assumptions, including failuremay require us to meet business plans, a further deterioration inrevise the market or other unanticipated events and circumstances, mayprojected cash flows, which could adversely affect the accuracy or validity of such estimates and could potentially result in an impairment charge. In 2016, 2015 and 2014, we concluded that there were no impairments of goodwill as the fair value of eachour other reporting units in future periods. For example, the estimated fair value of our McKesson Canada reporting unit within Other exceeded itsthe carrying value.value of this reporting unit by 8% in 2019. The goodwill balance of this reporting unit was $1,444 million at March 31, 2019 or approximately 15% of the consolidated goodwill balance. Generally, a decline in estimated future cash flows in excess of 12% or an increase in the discount rate in excess of 1.0% could result in an indication of goodwill impairment for this reporting unit in future reporting periods. Refer to Financial Note 2, “Goodwill Impairment Charges” to the consolidated financial statements appearing in this Annual Report on Form 10-K for additional information.
Currently, all of our intangible and other long-lived assets are subject to amortization and are amortized or depreciated based on the pattern of their economic consumption or on a straight-line basis over their estimated useful lives, ranging from one to thirty-eight38 years.  We review intangible assets for impairment at an asset group level whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable.  Determination of recoverability of intangible assets is based on the lowest level of identifiable estimated future undiscounted cash flows resulting from use of the asset and its eventual disposition.  Measurement of any impairment loss is based on the excess of the carrying value of the asset group over its fair value.  Assumptions and estimates about future values and remaining useful lives of our purchased intangible assets are complex and subjective.  They can be affected by a variety of factors, including external factors such as industry and economic trends, and internal factors such as changes in our business strategy and our internal forecasts. There were no material impairments of intangibles in 2016, 2015 or 2014 within our continuing operations. 
Our ongoing consideration of all the factors described previously could result in further impairment charges in the future, which could adversely affect our net income. Refer to Financial Note 3, “Restructuring and Asset Impairment Charges” to the consolidated financial statements appearing in this Annual Report on Form 10-K for additional information.

Restructuring Charges: We have certain restructuring reserves which require significant estimates related to the timing and amount of future employee severance and other exit-related costs to be incurred when the restructuring actions take place. We generally recognize employee severance costs when payments are probable and amounts are estimable. Costs related to contracts without future benefit or contract termination are recognized at the earlier of the contract termination or the cease-use dates. Other exit-related costs are recognized as incurred. In connection with these restructuring actions, we also assess the recoverability of long-lived assets used in the business, and as a result, we may recognize accelerated depreciation reflecting shortened useful lives of the underlying assets.

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Supplier Reserves: We establish reserves against amounts due from suppliers relating to various price and rebate incentives, including deductions or billings taken against payments otherwise due to them. These reserve estimates are established based on judgment after considering the status of current outstanding claims, historical experience with the suppliers, the specific incentive programs and any other pertinent information available. We evaluate the amounts due from suppliers on a continual basis and adjust the reserve estimates when appropriate based on changes in factualfacts and circumstances. As of March 31, 2016 and 2015, supplier reserves were $144 million and $167 million. The final outcome of any outstanding claims may differ from our estimate. All of theThe supplier reserves at March 31, 2016 and 2015primarily pertain to our DistributionU.S. Pharmaceutical and Specialty Solutions segment. An increase or decrease in the supplier reserve as a hypothetical 0.1% of trade payables at March 31, 2016 would result in an increase or decrease in the cost of sales of approximately $29 million in 2016. The selected 0.1% hypothetical change does not reflect what could be considered the best or worst case scenarios.

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Income Taxes: Our income tax expense and deferred tax assets and liabilities reflect management’s best assessment of estimated current and future taxes to be paid. We are subject to income taxes in the U.S. and numerous foreign jurisdictions. Significant judgments and estimates are required in determining the consolidated income tax provision and in evaluating income tax uncertainties. We review our tax positions at the end of each quarter and adjust the balances as new information becomes available.
Deferred income taxes arise from temporary differences between the tax and financial statement recognition of revenue and expense. In evaluating our ability to recover our deferred tax assets, we consider all available positive and negative evidence including our past operating results, the existence of cumulative net operating losses in the most recent years and our forecast of future taxable income. In estimating future taxable income, we develop assumptions including the amount of future federal, state and foreign pre-tax operating income, the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates we use to manage the underlying businesses. We had deferred income tax assets (net of valuation allowances) of $1,272 million and $1,189 million at March 31, 2016 and 2015 and deferred tax liabilities of $3,947 million and $3,791 million. Deferred tax assets primarily consist of timing differences on our compensation and benefit related accruals and net operating loss and credit carryforwards. Deferred tax liabilities primarily consist of basis differences for inventory valuation (including inventory valued at LIFO) and intangible assets. We established valuation allowances of $267 million and $229 million for 2016 and 2015 against certain deferred tax assets, which primarily relate to state and foreign net operating loss carryforwards for which the ultimate realization of future benefits is uncertain.
Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. Should tax laws change, including those laws pertaining to LIFO, our tax expense and cash flows could be materially impacted.
In addition, the calculation of our tax liabilities includes estimates for uncertainties in the application of complex new tax regulations across multiple global jurisdictions where we conduct our operations. For example, on December 22, 2017, the U.S. government enacted comprehensive new tax legislation referred to as the 2017 Tax Act. The 2017 Tax Act made broad and complex changes to the U.S. tax code. Refer to Financial Note 10, “Income Taxes,” to the accompanying consolidated financial statements appearing in this Annual Report on Form 10‑K for additional information.
We recognize liabilities for tax and related interest for issues in the U.S. and other tax jurisdictions based on our estimate of whether, and the extent to which, additional taxes and related interest will be due. These tax liabilities and related interest are reflected net of the impact of related tax loss carryforwards, as such tax loss carryforwards will be applied against these tax liabilities and will reduce the amount of cash tax payments due upon the eventual settlement with the tax authorities. These estimates may change due to changing facts and circumstances; however, due to the complexity of these uncertainties, the ultimate resolution may result in a settlement that differs from our current estimate of tax liabilities and related interest. If our current estimate of tax and interest liabilities is less than the ultimate settlement, an additional charge to income tax expense may result. If our current estimate of tax and interest liabilities is more than the ultimate settlement, a reduction to income tax expense may be recognized.
An increase or decrease of a hypothetical 1% in our 2016 effective tax rate as applied to income from continuing operations would result in an increase or decrease in the provision for income taxes of approximately $33 million for 2016.
Loss Contingencies: We are subject to various claims, including claims with customers and vendors, pending and potential legal actions for damages, investigations relating to governmental laws and regulations and other matters arising out of the normal conduct of our business. When a loss is considered probable and reasonably estimable, we record a liability in the amount of our best estimate for the ultimate loss. However, the likelihood of a loss with respect to a particular contingency is often difficult to predict and determining a meaningful estimate of the loss or a range of loss may not be practicable based on the information available and the potential effect of future events and decisions by third parties that will determine the ultimate resolution of the contingency. Moreover, it is not uncommon for such matters to be resolved over many years, during which time relevant developments and new information must be reevaluated at least quarterly to determine both the likelihood of potential loss and whether it is possible to reasonably estimate a range of possible loss. When a material loss is reasonably possible or probable but a reasonable estimate cannot be made, disclosure of the proceeding is provided.
Disclosure is also provided when it is reasonably possible that a loss will be incurred or when it is reasonably possible that the amount of a loss will exceed the recorded provision. We review all contingencies at least quarterly to determine whether the likelihood of loss has changed and to assess whether a reasonable estimate of the potential loss or range of the loss can be made. As discussed above, development of a meaningful estimate of loss or a range of potential loss is complex when the outcome is directly dependent on negotiations with or decisions by third parties, such as regulatory agencies, the court system and other interested parties. Such factors bear directly on whether it is possible to reasonably estimate a range of potential loss and boundaries of high and low estimate.

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FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
We expect our available cash generated from operations and our short-term investment portfolio, together with our existing sources of liquidity from our revolving credit facilities, accounts receivable factoring facilities and commercial paper issuance, will be sufficient to fund our long-term and short-term capital expenditures, working capital and other cash requirements. In addition, we may access the long-term debt capital markets from time to time. We are in the process of acquiring certain businesses, and the cost of these acquisitions may be partially funded through the issuance of debt.
Net cash flow provided from operating activities was $3,672$4,036 million in 20162019 compared to $3,112$4,345 million in 20152018 and $3,136$4,744 million in 2014.2017. Operating activities over the last three yearsfor 2019 were primarily affected by an increase in receivables due to overall increase in sales volume and timing of receipts and increases in drafts and accounts payable primarily due to increased inventory purchases and timing of payments. Operating activities for 2018 were primarily affected by a decrease in receivables primarily due to timing of receipts and loss of customers and increases in drafts and accounts payable reflecting longer payment terms for certain purchases. Operating activities for 2017 were primarily affected by an increase in drafts and accounts payable reflecting longer payment terms for certain purchases and increases in receivables and inventories primarily associated with our revenue growth. Cash flows from operations can be significantly impacted by factors such as the timing of receipts from customers and payments to vendors. Additionally, working capital is primarily a function of sales and purchase volumes, inventory requirements and vendor payment terms. Operating activities for 2017 included cash generated from our Core MTS business. Operating activities for 2017 were also affected by $150 million of a settlement payment.
Net cash used in investing activities was $1,557$1,381 million in 20162019 compared to $677$2,993 million in 20152018 and $5,046$3,269 million in 2014.2017. Investing activities for 20162019 include $40$905 million of net cash payments for acquisitions, $488including $784 million for our acquisition of MSD,$426 million and $189$131 millionin capital expenditures for property, plant and equipment, and capitalized software, and $101 million of net cash proceeds from sales of businesses and investments.
Investing activities for 2018 include $2,893 million of net cash payments for acquisitions, including $1.3 billion and $720 million for our acquisitions of CoverMyMeds, LLC and RxCrossroads, $405 million and $175 million in capital expenditures for property, plant and equipment, and capitalized software, $374 million of net cash proceeds from sales of businesses and investments and $126 million cash payment received related to the Healthcare Technology Net Asset Exchange.
Investing activities for 2017 included $4,212 million of net cash payments for acquisitions including $2.1 billion for our acquisition of Rexall Health, $1,226 million of net payments received on the Healthcare Technology Net Asset Exchange, $404 million and $158 million in capital expenditures for property, plant and equipment, and capitalized software, and $210$206 million of net cash proceeds from sales of businesses. Additionally, we prepaid $939 million for acquisitions that closed subsequent to year end.
Investing activities for 2015 included $170 million of net cash payments for acquisitions, $376 millionbusinesses and $169 million in capital expenditures for property, plant and equipment, and capitalized software, and $15 million of cash proceeds from sales of our automation business and an equity investment. Investing activities for 2014 included $4,634 million of net cash payments for acquisitions, including $4,497 million for our acquisition of Celesio. Investing activities in 2014 also included $278 million and $141 million in capital expenditures for property, plant and equipment, and capitalized software, and $97 million of cash proceeds from sales of our automation business and equity investment.investments.
Financing activities utilized $3,453$2,227 million, $3,084 million and $968$2,069 million of cash in 20162019, 2018 and 2015 and generated net cash of $3,619 million in 2014.2017. Financing activities for 20162019 include cash receipts of $1,561$37,265 million and payments of $1,688$37,268 million from short-term borrowings.borrowings (primarily commercial paper).  We received cash from long-term debt issuances of $1,099 million and made repayments on long-term debt of $1,598$1,112 million in 2016.2019. Financing activities in 20162019 also include $1,504$1,627 million of cash paid for stock repurchases and $244$292 million of dividends paid.  
Financing activities for 20152018 include cash receipts of $3,100$20,542 million and payments of $3,152$20,725 million from short-term borrowings (primarily commercial paper). We received cash from long-term debt issuances of $1,522 million and made repayments on long-term debt of $2,287 million in 2018. Financing activities in 2018 also include $1,650 million of cash paid for stock repurchases $262 million of dividends paid and $112 million of payments for debt extinguishment.  
Financing activities for 2017 include cash receipts of $8,294 million and payments of $8,124 million from short-term borrowings.  Long-termWe received cash from long-term debt issuances of $1,824 million and made repayments on long-term debt of $1,601 million in 2015 were primarily cash paid on promissory notes.2017. Financing activities in 20152017 also reflect a cash payment of $32 million to acquire approximately 1 million additional common shares of Celesio through the tender offers we completed in 2015. Additionally, financing activities for 2015 include $340$2,250 million of cash paid for stock repurchases and $227$253 million of dividends paid.
Financing activities for 2014 include cash receipts of $6,080 million and cash paid of $6,132 million from short-term borrowings, which includes $4,957 million in borrowings under a senior bridge loan facility in connection with our acquisition of Celesio and $400 million under our accounts receivable sales facility in February 2014. These borrowings were fully repaid in March 2014. Financing activities for 2014 also include cash receipts of $4,124 million from the issuance of long-term debt in March 2014 and cash paid of $348 million for repayments of long-term debt. Additionally, financing activities for 2014 included $130 million of cash payments for stock repurchases and $214 million of dividends paid.
The Company’s Board has authorized the repurchase of McKesson’s common stock from time-to-time in open market transactions, privately negotiated transactions, accelerated share repurchase (“ASR”) programs, or by any combination of such methods. The timing of any repurchases and the actual number of shares repurchased will depend on a variety of factors, including our stock price, corporate and regulatory requirements, restrictions under our debt obligations and other market and economic conditions.
The Board authorized the repurchase of the Company’s common stock up to $2 billion in October 2015 and up to $500 million in May 2015. In 2016, we repurchased 8.7 million of our shares through both an ASR program and open market transactions, and in 2015 repurchased 1.5 million of our shares all through open market transactions. All share repurchases were funded with cash on hand.

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FINANCIAL REVIEW (Continued)


In 2017, we repurchased 14.1 million of our shares through open market transactions and 1.4 million of our shares through an ASR program. We received 0.3 million additional shares in April 2017 for the 2017 ASR program. In 2018, we repurchased 3.5 million of our shares through open market transactions and 6.7 million of our shares through ASR programs. We received an additional 1.0 million shares in the first quarter of 2019 under the March 2018 ASR program. In 2019, we repurchased 10.4 million of our shares through open market transactions and 2.1 million of our shares through the December 2018 ASR program.

In 2019, we retired 5.0 million or $542 million of the Company’s treasury shares previously repurchased. Under the applicable state law, these shares resume the status of authorized and unissued shares upon retirement. In accordance with our accounting policy, we allocate any excess of share repurchase price over par value between additional paid-in capital and retained earnings. Accordingly, our retained earnings and additional paid-in capital were reduced by $472 million and $70 million during 2019.
Years Ended March 31,Years Ended March 31,
(In millions, except per share data)2016 2015 20142019 2018 2017
Number of shares repurchased (1)
8.7
 1.5
 
13.5
 10.5
 15.5
Average price paid per share$173.64
 $226.55
 $
$130.72
 $151.06
 $141.16
Total value of shares repurchased (1)
$1,504
 $340
 $
$1,627
 $1,650
 $2,250
(1)Excludes shares surrendered for tax withholding.
At March 31, 2016, the
The total authorization outstanding was $1.0 billion available under the October 2015 sharefor repurchase plan for future repurchases of the Company’s common stock.stock was $3.5 billion at March 31, 2019.

We believe that our operating cash flow, financial assets and current access to capital and credit markets, including our existing credit facilities, will give us the ability to meet our financing needs for the foreseeable future. However, there can be no assurance that continued or increased volatility and disruption in the global capital and credit markets will not impair our liquidity or increase our costs of borrowing.
Selected Measures of Liquidity and Capital Resources:
March 31,March 31,
(Dollars in millions)2016 2015 2014
(Dollars in millions, except ratios)2019 2018 2017
Cash and cash equivalents$4,048
 $5,341
 $4,193
 $2,981
 $2,672
 $2,783
 
Working capital3,366
 3,173
 3,221
 839
 451
 1,336
 
Debt to capital ratio (1)
43.7
% 50.3
% 55.4
%43.3
% 40.6
% 39.2
%
Return on McKesson stockholders’ equity (2)
26.0
 17.0
 16.2
 0.4
 0.6
 54.6
 
(1)Ratio is computed as total debt divided by the sum of total debt and McKesson stockholders’ equity, which excludes noncontrolling and redeemable noncontrolling interests and accumulated other comprehensive income (loss).
(2)Ratio is computed as net income attributable to McKesson Corporation for the last four quarters, divided by a five-quarter average of McKesson stockholders’ equity, which excludes noncontrolling and redeemable noncontrolling interests.
Cash equivalents, which are available-for-sale, are carried at fair value. Cash equivalents are primarily invested in AAA rated prime and U.S. government money market funds denominated in U.S. dollars, AAA rated prime money market funds denominated in Euros, overnight repurchase agreements collateralized by U.S. government securities, Canadian government securities and/or securities that are guaranteed or sponsored by the U.S. government and an AAA rated prime money market fund denominated in British pound sterling.
The remaining cash and cash equivalents are deposited with several financial institutions. We mitigate the risk of our short-term investment portfolio by depositing funds with reputable financial institutions and monitoring risk profiles and investment strategies of money market funds.
Our cash and cash equivalents balance as of March 31, 20162019 included approximately $2.2 billion$1,450 million of cash held by our subsidiaries outside of the United States. Our primary intent is to utilize this cash infor foreign operations and acquisitions as well as to fund certain research and development activities for an indefinite period of time. Although the vast majority of cash held outside the United States is available for repatriation, doing so could subject us to U.S.foreign withholding taxes and state income taxes.  Following enactment of the 2017 Tax Act, the repatriation of cash to the United States is generally no longer taxable for federal state and local income tax. tax purposes.

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McKESSON CORPORATION
FINANCIAL REVIEW (Continued)


Working capital primarily includes cash and cash equivalents, receivables and inventories net of drafts and accounts payable, short-term borrowings, current portion of long-term debt deferred revenue and other current liabilities. Our Distribution Solutions segment requiresWe require a substantial investment in working capital that is susceptible to large variations during the year as a result of inventory purchase patterns and seasonal demands. Inventory purchase activity is a function of sales activity and other requirements.
Consolidated working capital increased at March 31, 20162019 compared to March 31, 20152018 primarily due to increasesan increase in the cash and cash equivalents, receivables, and inventories and a decrease in deferred tax liabilities,current portion of long-term debt, partially offset by ana increase in drafts and accounts payable. Consolidated working capital decreased at March 31, 20152018 compared to March 31, 20142017 primarily due to increases in drafts and accounts payable and a decrease in receivables, partially offset by increasesan increase in receivables and inventories.

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FINANCIAL REVIEW (Continued)


Our debt to capital ratio improved over the last two yearsincreased for 2019 and 2018 primarily due to a decrease in our debt.stockholders’ equity.
In July 2015,2018, the Company’s quarterly dividend was raised from $0.24$0.34 to $0.28$0.39 per common share for dividends declared on or after such date until further action by the Board. Dividends were $1.08$1.51 per share in 2016, $0.962019, $1.30 per share in 20152018 and $0.92$1.12 per share in 2014.2017. The Company anticipates that it will continue to pay quarterly cash dividends in the future.  However, the payment and amount of future dividends remain within the discretion of the Board and will depend upon the Company’s future earnings, financial condition, capital requirements and other factors. In 20162019, 20152018 and 20142017, we paid total cash dividends of $244$292 million, $227$262 million and $214253 million. Additionally, as required under the Domination Agreement, we are obligated to pay an annual recurring compensation amount of €0.83 per CelesioMcKesson Europe share (effective January 1, 2015) to the noncontrolling shareholders of Celesio.McKesson Europe.
Contractual Obligations:
The table and information below presents our significant financial obligations and commitments at March 31, 2016:2019:
  Years  Years
(In millions)Total Within 1 Over 1 to 3 Over 3 to 5 After 5Total Within 1 Over 1 to 3 Over 3 to 5 After 5
On balance sheet                  
Long-term debt (1)
$8,147
 $1,612
 $2,550
 $5
 $3,980
$7,595
 $330
 $1,737
 $1,900
 $3,628
Other (2) (3)
643
 198
 269
 54
 122
Other (2)
648
 223
 91
 89
 245
                  
Off balance sheet                  
Interest on borrowings (4)(3)
2,725
 298
 456
 322
 1,649
2,018
 234
 413
 348
 1,023
Purchase obligations (5)(4)
4,750
 4,668
 68
 14
 
4,631
 4,544
 35
 52
 
Operating lease obligations (6)(5)
1,970
 363
 561
 377
 669
2,656
 454
 740
 526
 936
Other (7)(6)
340
 194
 18
 24
 104
366
 195
 31
 50
 90
Total$18,575
 $7,333
 $3,922
 $796
 $6,524
$17,914
 $5,980
 $3,047
 $2,965
 $5,922
(1)Represents maturities of the Company’s long-term obligations including an immaterial amount of capital lease obligations.
(2)Includes our estimated benefit payments, including assumed executive lump sum payments, for the unfunded benefit plans and minimum funding requirements for the pension plans. Actual lump sum payments could significantly differ from the estimated amounts depending on the timing of executive retirements and the lump sum interest rate in effect upon retirement. The estimated benefit payments do not reflect the potential effect of the termination of the U.S. defined benefit pension plan approved by the Company’s Board of Directors on May 23, 2018.
(3)Includes our estimated severance payments associated with the Cost Alignment Plan.
(4)Primarily represents interest that will become due on our fixed rate long-term debt obligations.
(5)(4)A purchase obligation is defined as an arrangement to purchase goods or services that is enforceable and legally binding on the Company. These obligations primarily relate to inventory purchases and capital commitments and outsourcing service agreements.commitments.
(6)(5)Represents minimum rental payments for operating leases.
(7)(6)Includes agreements under which we have guaranteed the repurchase of our customers’ inventory and our customers’ debt in the event these customers are unable to meet their obligations to those financial institutions.
The contractual obligations table above excludes the following obligations:
At March 31, 2016,2019, the liability recorded for uncertain tax positions, excluding associated interest and penalties, was approximately $409$810 million. The ultimate amount and timing of any related future cash settlements cannot be predicted with reasonable certainty.

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McKESSON CORPORATION
FINANCIAL REVIEW (Continued)


During 2019, we renegotiated the terms of the TRA which resulted in the extinguishment and derecognition of the $90 million noncurrent liability.  In exchange for the shareholders of Change agreeing to extinguish the liability, we agreed to an allocation of certain tax amortization that had the effect of reducing the amount of a distribution from the Change Healthcare joint venture that would otherwise have been required to be made to the shareholders of Change.  As a result of the renegotiation, McKesson was relieved from any potential future obligations associated with the noncurrent liability and recognized a pre-tax credit of $90 million ($66 million after-tax) in operating expenses in the accompanying consolidated statement of operations in 2019. 
Our banks and insurance companies have issued $142$165 million of standby letters of credit and surety bonds at March 31, 2016.2019. These were issued on our behalf and are mostly related to our customer contracts and to meet the security requirements for statutory licenses and permits, court and fiduciary obligations and our workers’ compensation and automotive liability programs.
As of March 31, 2016, we have entered into agreements to acquire companies of which approximately $3.4 billion is anticipated to be paid in 2017; of this amount, $0.7 billion was paid in April 2017.

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McKESSON CORPORATION
FINANCIAL REVIEW (Continued)


The carrying value of redeemable noncontrolling interests related to CelesioMcKesson Europe was $1.41$1.39 billion at March 31, 2016,2019, which exceeded the maximum redemption value of $1.28 billion.$1.23 billion. The balance of redeemable noncontrolling interests is reported at the greater of its carrying value or its maximum redemption value at each reporting date. Upon the effectiveness of the Domination Agreement on December 2, 2014, the noncontrolling shareholders of CelesioMcKesson Europe received a put right that enables them to put their CelesioMcKesson Europe shares to McKesson at €22.99 per share, which price is increased annually for interest in the amount of 5 percentage points above a base rate published semiannually by the German Bundesbank, semiannually, less any compensation amount or guaranteed dividend already paid (“Put Amount”).  The redemption value is the Put Amount adjusted for exchange rate fluctuations each period. The ultimate amount and timing of any future cash payments related to the Put Amount are uncertain.
Additionally, we are obligated to pay an annual recurring compensation of €0.83 per CelesioMcKesson Europe share (the “Compensation Amount”) to the noncontrolling shareholders of CelesioMcKesson Europe under the Domination Agreement, which became effective in December 2014.Agreement. The Compensation Amount is recognized ratably during the applicable annual period. The Domination Agreement does not have an expiration date and can be terminated by McKesson without cause in writing no earlier than March 31, 2020.
Refer to Financial Note 10, “Noncontrolling11, “Redeemable Noncontrolling Interests and Redeemable Noncontrolling Interests,” to the consolidated financial statements appearing in this Annual Report on Form 10-K for additional information.
Credit Resources:
We fund our working capital requirements primarily with cash and cash equivalents as well as short-term borrowings from our credit facilities and commercial paper issuances. Funds necessary for future debt maturities and our other cash requirements are expected to be met by existing cash balances, cash flow from operations, existing credit sources and other capital market transactions. Detailed information regarding our debt and financing activities is included in Financial Note 16, “Debt and Financing Activities,” to the consolidated financial statements appearing in this Annual Report on Form 10-K.
RELATED PARTY BALANCES AND TRANSACTIONS
Information regarding our related party balances and transactions is included in Financial Note 26, “Related Party Balances and Transactions,” to the consolidated financial statements appearing in this Annual Report on Form 10-K.
NEW ACCOUNTING PRONOUNCEMENTS
New accounting pronouncements that we have recently adopted, as well as those that have been recently issued but not yet adopted by us, are included in Financial Note 1, “Significant Accounting Policies,” to the consolidated financial statements appearing in this Annual Report on Form 10-K.

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McKESSON CORPORATION
FINANCIAL REVIEW (Concluded)


Item 7A.Quantitative and Qualitative Disclosures about Market Risk
Interest rate risk: Our long-term debt bears interest predominately at fixed rates, whereas our short-term borrowings are at variable interest rates. At March 31, 2016, we had $35 million in outstanding debt with variable interest rates.
Our cash and cash equivalents balances earn interest at variable rates. At March 31, 2016,2019 and 2018, we had $4$3.0 billion and $2.7 billion and in cash and cash equivalents. The effect of a hypothetical 50 bp increase in the underlying interest rate on our cash and cash equivalents, net of short-term borrowings and variable rate debt, would have resulted in a favorable impact to earnings in 20162019 and 20152018 of approximately $26$4 million and $19$10 million.
Foreign exchange risk: We conduct our business worldwide in U.S. dollars and the functional currencies of our foreign subsidiaries, including Euro, British pound sterling and Canadian dollar.dollars. Changes in foreign currency exchange rates could have a material adverse impact on our financial results that are reported in U.S. dollars. We are also exposed to foreign exchange rate risk related to our foreign subsidiaries, including intercompany loans denominated in non-functional currencies.
We have certain foreign exchange rate risk programs that use foreign currency forward contracts and cross currencycross-currency swaps. The forward contracts and cross currencycross-currency swaps are designated to reduce the income statement effects from fluctuations in foreign exchange rates and have been designated as cash flow hedges. These programs reduce but do not entirely eliminate foreign exchange risk.
As of March 31, 20162019 and 2015,2018, the effect of a hypothetical adverse 10% change in the underlying foreign currency exchange rates would have impacted the fair value of our foreign exchange contracts by approximately $131$581 million and $223$458 million. However, our risk management programs are designed such that the potential loss in value of these risk management portfolios described above would be largely offset by changes in the value of the underlying exposure. Refer to Financial Note 20, “Hedging Activities,” for more information on our foreign currency forward contracts and cross currencycross-currency swaps.
The selected hypothetical change in interest rates and foreign currency exchange rates does not reflect what could be considered the best or worst case scenarios.

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Item 8.Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL INFORMATION
 Page
Consolidated Financial Statements: 


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MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of McKesson Corporation is responsible for establishing and maintaining an adequate system of internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). With the participation of the Chief Executive Officer and the Chief Financial Officer, our management conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework and criteria established in Internal Control—Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management has concluded that our internal control over financial reporting was effective as of March 31, 2016.2019.
Deloitte & Touche LLP, an independent registered public accounting firm, audited the financial statements included in this Annual Report on Form 10-K and has also audited the effectiveness of the Company’s internal control over financial reporting as of March 31, 2016.2019. This audit report appears on page 5552 of this Annual Report on Form 10-K.
May 5, 201615, 2019
 
/s/ John H. HammergrenBrian S. Tyler
John H. HammergrenBrian S. Tyler
Chairman of the Board, President and Chief Executive Officer
(Principal Executive Officer)


 
/s/ James A. BeerBritt J. Vitalone
James A. BeerBritt J. Vitalone
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)


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McKESSON CORPORATION

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of McKesson Corporation

Opinions on the Financial Statements and StockholdersInternal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of McKesson Corporation and subsidiaries (the “Company”) as of March 31, 2019 and 2018, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows, for each of the three years in the period ended March 31, 2019, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”). We also have audited the Company’s internal control over financial reporting as of March 31, 2019, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2019, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
Basis for Opinions
The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP
San Francisco, California
May 15, 2019

We have served as the Company’s auditor since 1968.

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McKESSON CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share amounts)
 Years Ended March 31,
 2019 2018 2017
Revenues$214,319
 $208,357
 $198,533
Cost of Sales(202,565) (197,173) (187,262)
Gross Profit11,754
 11,184
 11,271
Operating Expenses     
Selling, distribution and administrative expenses(8,403) (8,138) (7,447)
Research and development(71) (125) (341)
Goodwill impairment charges(1,797) (1,738) (290)
Restructuring and asset impairment charges(597) (567) (18)
Gain from sale of business
 109
 
Gain on healthcare technology net asset exchange, net
 37
 3,947
Total Operating Expenses(10,868) (10,422) (4,149)
Operating Income886
 762
 7,122
Other Income, Net182
 130
 77
Loss from Equity Method Investment in Change Healthcare(194) (248) 
Loss on Debt Extinguishment
 (122) 
Interest Expense(264) (283) (308)
Income from Continuing Operations Before Income Taxes610
 239
 6,891
Income Tax (Expense) Benefit(356) 53
 (1,614)
Income from Continuing Operations254
 292
 5,277
Income (Loss) from Discontinued Operations, Net of Tax1
 5
 (124)
Net Income255
 297
 5,153
Net Income Attributable to Noncontrolling Interests(221) (230) (83)
Net Income Attributable to McKesson Corporation$34
 $67
 $5,070
      
Earnings (Loss) Per Common Share Attributable to
McKesson Corporation
San Francisco, California
We have audited the accompanying consolidated balance sheets of McKesson Corporation and subsidiaries (the “Company”
Diluted
Continuing operations$0.17
$0.30
$23.28
Discontinued operations
0.02
(0.55) as of March 31, 2016 and 2015, and the related consolidated statements of
Total$0.17
$0.32
$22.73
Basic
Continuing operations comprehensive income, stockholders’ equity, and cash flows for each of the three fiscal years in the period ended March 31, 2016. Our audits also included the consolidated financial statement schedule listed in the Index at Item 15. We also have audited the Company’s internal control over financial reporting as of March 31, 2016, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on these financial statements and financial statement schedule, and an opinion on the Company’s internal control over financial reporting based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of effectiveness of the internal control over financial reporting to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
$0.17
55

McKESSON CORPORATION
$0.30
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of McKesson Corporation and subsidiaries as of March 31, 2016 and 2015, and the results of their
$23.50
Discontinued operations and their cash flows for each of the three years in the period ended March 31, 2016, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2016, based on the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
As discussed in Note 1 to the financial statements, the Company early adopted the Financial Accounting Standards Board Accounting Standards Update No. 2015-17, Balance Sheet Classification of Deferred Taxes, as of March 31, 2016 on a prospective basis.

0.02
(0.55)
Total$0.17
$0.32
$22.95
Weighted Average Common Shares
Diluted197
209
223
Basic196
208
221



See Financial Notes

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McKESSON CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
/s/ Deloitte & Touche LLP
San Francisco, California
May 5, 2016

56
 Years Ended March 31,
 2019 2018 2017
Net Income$255
 $297
 $5,153
      
Other Comprehensive Income (Loss), Net of Tax     
Foreign currency translation adjustments(190) 624
 (632)
 

 

 

Unrealized gains (losses) on cash flow hedges24
 (30) (19)
 

 

 

Changes in retirement-related benefit plans(32) 15
 (8)
Other Comprehensive Income (Loss), Net of Tax(198) 609
 (659)
      
Comprehensive Income57
 906
 4,494
Comprehensive (Income) Attributable to Noncontrolling Interests(155) (415) (4)
Comprehensive Income (Loss) Attributable to McKesson Corporation$(98) $491
 $4,490





See Financial Notes

55

McKESSON CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share amounts)
 Years Ended March 31,
 2016 2015 2014
Revenues$190,884
 $179,045
 $137,392
Cost of Sales(179,468) (167,634) (129,040)
Gross Profit11,416
 11,411
 8,352
Operating Expenses     
Selling, distribution and administrative expenses(7,276) (7,901) (5,388)
Research and development(392) (392) (457)
Restructuring charges(203) 
 
Claim and litigation charges
 (150) (68)
Total Operating Expenses(7,871) (8,443) (5,913)
Operating Income3,545
 2,968
 2,439
Other Income, Net58
 63
 32
Interest Expense(353) (374) (300)
Income from Continuing Operations Before Income Taxes3,250
 2,657
 2,171
Income Tax Expense(908) (815) (757)
Income from Continuing Operations2,342
 1,842
 1,414
Loss from Discontinued Operations, Net of Tax(32) (299) (156)
Net Income2,310
 1,543
 1,258
Net (Income) Loss Attributable to Noncontrolling Interests(52) (67) 5
Net Income Attributable to McKesson Corporation$2,258
 $1,476
 $1,263
      
Earnings (Loss) Per Common Share Attributable to
McKesson Corporation
     
Diluted     
Continuing operations$9.84
 $7.54
 $6.08
Discontinued operations(0.14) (1.27) (0.67)
Total$9.70
 $6.27
 $5.41
Basic     
Continuing operations$9.96
 $7.66
 $6.19
Discontinued operations(0.14) (1.29) (0.68)
Total$9.82
 $6.37
 $5.51
      
Weighted Average Common Shares     
Diluted233
 235
 233
Basic230
 232
 229



See Financial Notes

57

McKESSON CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
 Years Ended March 31,
 2016 2015 2014
Net Income$2,310
 $1,543
 $1,258
      
Other Comprehensive Income (Loss), Net of Tax     
Foreign currency translation adjustments arising during the period113
 (1,855) 53
 

 

 

Unrealized gains (losses) on cash flow hedges arising during the period9
 (10) (6)
 

 

 

Retirement-related benefit plans50
 (124) 36
Other Comprehensive Income (Loss), Net of Tax172
 (1,989) 83
      
Comprehensive Income (Loss)2,482
 (446) 1,341
Comprehensive (Income) Loss Attributable to Noncontrolling Interests(72) 212
 (16)
Comprehensive Income (Loss) Attributable to McKesson Corporation$2,410
 $(234) $1,325





See Financial Notes

58

McKESSON CORPORATION

CONSOLIDATED BALANCE SHEETS
(In millions, except per share amounts)
March 31,March 31,
2016 20152019 2018
ASSETS      
Current Assets      
Cash and cash equivalents$4,048
 $5,341
$2,981
 $2,672
Receivables, net17,980
 15,914
18,246
 17,711
Inventories, net15,335
 14,296
16,709
 16,310
Prepaid expenses and other1,074
 1,119
529
 443
Total Current Assets38,437
 36,670
38,465
 37,136
Property, Plant and Equipment, Net2,278
 2,045
2,548
 2,464
Goodwill9,786
 9,817
9,358
 10,924
Intangible Assets, Net3,021
 3,441
3,689
 4,102
Equity Method Investment in Change Healthcare3,513
 3,728
Other Noncurrent Assets3,041
 1,897
2,099
 2,027
Total Assets$56,563
 $53,870
$59,672
 $60,381
   
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND STOCKHOLDERS’ EQUITY   
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY   
Current Liabilities      
Drafts and accounts payable$28,585
 $25,166
$33,853
 $32,177
Short-term borrowings7
 135
Deferred revenue919
 1,078
Deferred tax liabilities
 1,820
Current portion of long-term debt1,612
 1,529
330
 1,129
Other accrued liabilities3,948
 3,769
3,443
 3,379
Total Current Liabilities35,071
 33,497
37,626
 36,685
   
Long-Term Debt6,535
 8,180
7,265
 6,751
Long-Term Deferred tax liabilities2,734
 859
Long-Term Deferred Tax Liabilities2,998
 2,804
Other Noncurrent Liabilities1,809
 1,863
2,103
 2,625
Commitments and Contingent Liabilities (Note 24)
 

 
Redeemable Noncontrolling Interests1,406
 1,386
1,393
 1,459
McKesson Corporation Stockholders’ Equity      
Preferred stock, $0.01 par value, 100 shares authorized, no shares issued or outstanding
 

 
Common stock, $0.01 par value, 800 shares authorized at March 31, 2016 and 2015, 271 and 384 shares issued at March 31, 2016 and 20153
 4
Common stock, $0.01 par value, 800 shares authorized at March 31, 2019 and 2018, 271 and 275 shares issued at March 31, 2019 and 20183
 3
Additional Paid-in Capital5,845
 6,968
6,435
 6,188
Retained Earnings8,360
 12,705
12,409
 12,986
Accumulated Other Comprehensive Loss(1,561) (1,713)(1,849) (1,717)
Other(2) (7)(2) (1)
Treasury Shares, at Cost, 46 and 152 at March 31, 2016 and 2015(3,721) (9,956)
Treasury Stock, at Cost, 81 and 73 shares at March 31, 2019 and 2018(8,902) (7,655)
Total McKesson Corporation Stockholders’ Equity8,924
 8,001
8,094
 9,804
Noncontrolling Interests84
 84
193
 253
Total Equity9,008
 8,085
8,287
 10,057
Total Liabilities, Redeemable Noncontrolling Interests and Equity$56,563
 $53,870
$59,672
 $60,381

See Financial Notes

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McKESSON CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Years Ended March 31, 20162019, 20152018 and 20142017
(In millions, except per share amounts)

McKesson Corporation Stockholders’ Equity    McKesson Corporation Stockholders’ Equity    
Common
Stock
 Additional Paid-in Capital Other Capital Retained Earnings 
Accumulated Other
Comprehensive
Income (Loss)
 Treasury 
Noncontrolling
Interests
 
Total
Equity
Common
Stock
 Additional Paid-in Capital Other Capital Retained Earnings 
Accumulated Other
Comprehensive
Income (Loss)
 Treasury 
Noncontrolling
Interests
 
Total
Equity
Shares Amount Common Shares AmountShares Amount Common Shares Amount
Balances, March 31, 2013376
 $4
 $6,078
 $14
 $10,402
 $(65) (149) $(9,363) $
 $7,070
Balances, March 31, 2016271
 $3
 $5,845
 $(2) $8,360
 $(1,561) (46) $(3,721) $84
 $9,008
Issuance of shares under employee plans5
 
 177
       (1) (130)   47
3
 
 125
       
 (61)   64
Share-based compensation    160
             160
    110
             110
Tax benefit related to issuance of shares under employee plans    92
             92
    

   7
         7
Acquisition of Celesio          

     1,500
 1,500
Conversion of Celesio convertible bonds    33
           280
 313
Other comprehensive income    
     62
 
 
 21
 83
Net income (loss)
   
   1,263
   
 
 (5) 1,258
Acquisition of Vantage    
     

 
 
 89
 89
Other comprehensive loss
   
   
 (580) 
 
 
 (580)
Net income    
   5,070
   
 
 39
 5,109
Repurchase of common stock    14
       
 (14)   

 
 (50)   
   (16) (2,200)   (2,250)
Cash dividends declared, $0.92 per common share        (214)         (214)
Cash dividends declared, $1.12 per common share        (249)         (249)
Other    (2) 9
 2
         9
(1)   (2) 
 1
       (34) (35)
Balances, March 31, 2014381
 $4
 $6,552
 $23
 $11,453
 $(3) (150) $(9,507) $1,796
 $10,318
Balances, March 31, 2017273
 $3
 $6,028
 $(2) $13,189
 $(2,141) (62) $(5,982) $178
 $11,273
Issuance of shares under employee plans3
 
 152
       
 (109)   43
2
 
 126
       
 (59)   67
Share-based compensation    165
             165
    67
             67
Tax benefit related to issuance of shares under employee plans    105
             105
Purchase of noncontrolling interests    (2)           (60) (62)
Reclassification of noncontrolling interests to redeemable noncontrolling interests                (1,500) (1,500)
Payments to noncontrolling interests    
   
       (98) (98)
Other comprehensive income          (1,710)     (174) (1,884)          424
     
 424
Net income        1,476
       5
 1,481
        67
 
     187
 254
Repurchase of common stock    
       (2) (340)   (340)    (36)   
   (11) (1,614) 
 (1,650)
Cash dividends declared, $0.96 per common share        (226)         (226)
Exercise of put right by noncontrolling shareholders of McKesson Europe    3
       
 
   3
Cash dividends declared, $1.30 per common share        (270)         (270)
Other    (4) (30) 2
       17
 (15)
   
 1
 
       (14) (13)
Balances, March 31, 2015384
 $4
 $6,968
 $(7) $12,705
 $(1,713) (152)
$(9,956) $84

$8,085
Balances, March 31, 2018275
 $3
 $6,188
 $(1) $12,986
 $(1,717) (73)
$(7,655) $253

$10,057
Opening Retained Earnings Adjustments: Adoption of New Accounting Standards        154
         154
Balances, April 1, 2018275
 3
 6,188
 (1) 13,140
 (1,717) (73) (7,655) 253
 10,211
Issuance of shares under employee plans3
 
 123
       (1) (109)   14
1
 
 75
         (12)   63
Share-based compensation    130
             130
    92
             92
Tax benefit related to issuance of shares under employee plans    117
             117
Other comprehensive income          152
       152
Payments to noncontrolling interests                (184) (184)
Other comprehensive loss          (132)       (132)
Net income        2,258
       8
 2,266
        34
 
     176
 210
Repurchase of common stock            (9) (1,504)   (1,504)    150
       (13) (1,777)   (1,627)
Retirement of common stock(116) (1) (1,493)   (6,354)   116
 7,848
   
(5) 
 (70)   (472)   5
 542
   
Cash dividends declared, $1.08 per common share      
 (249)         (249)
Cash dividends declared, $1.51 per common share        (298)         (298)
Other      5
         (8) (3)
   
 (1) 5
       (52) (48)
Balances, March 31, 2016271
 $3
 $5,845
 $(2) $8,360
 $(1,561) (46) $(3,721) $84
 $9,008
Balances, March 31, 2019271
 $3
 $6,435
 $(2) $12,409
 $(1,849) (81) $(8,902) $193
 $8,287

See Financial Notes

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McKESSON CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
Years Ended March 31,Years Ended March 31,
2016 2015 20142019 2018 2017
Operating Activities          
Net income$2,310
 $1,543
 $1,258
$255
 $297
 $5,153
Adjustments to reconcile to net cash provided by operating activities:          
Depreciation281
 306
 185
317
 303
 324
Amortization604
 711
 550
632
 648
 586
Gain on Healthcare Technology Net Asset Exchange, net
 (37) (3,947)
Goodwill and other asset impairment charges2,079
 2,217
 290
Loss from equity method investment in Change Healthcare194
 248
 
Deferred taxes64
 171
 17
189
 (868) 882
Share-based compensation expense123
 174
 160
Gain from sales of businesses(103) 
 
Impairment charges and impairment of equity investment8
 241
 80
Charges associated with last-in-first-out inventory method244
 337
 311
Credits associated with last-in, first-out inventory method(210) (99) (7)
Loss (gain) from sales of businesses and investments(86) (169) 94
Other non-cash items108
 47
 130
52
 67
 203
Changes in operating assets and liabilities, net of acquisitions:     
Changes in assets and liabilities, net of acquisitions:     
Receivables(1,957) (2,821) (868)(967) 1,175
 (762)
Inventories(1,251) (2,144) (1,182)(368) (458) 320
Drafts and accounts payable3,302
 4,718
 2,412
1,976
 271
 2,070
Deferred revenue(120) (141) (81)
Taxes(78) (222) 218
(95) 671
 146
Claim and litigation charges
 150
 68
Litigation settlement payments
 
 (105)
Other137
 42
 (17)68
 79
 (458)
Settlement payment
 
 (150)
Net cash provided by operating activities3,672
 3,112
 3,136
4,036
 4,345
 4,744
          
Investing Activities          
Payments for property, plant and equipment

(488) (376) (278)(426) (405) (404)
Capitalized software expenditures(189) (169) (141)(131) (175) (158)
Acquisitions, net of cash and cash equivalents acquired(40) (170) (4,634)
Proceeds from sale of businesses and equity investment, net210
 15
 97
Restricted cash for acquisitions(939) 
 46
Acquisitions, net of cash, cash equivalents and restricted cash acquired(905) (2,893) (4,212)
Proceeds from sale of businesses and investments, net101
 374
 206
Payments received on Healthcare Technology Net Asset Exchange, net
 126
 1,226
Other(111) 23
 (136)(20) (20) 73
Net cash used in investing activities(1,557) (677) (5,046)(1,381) (2,993) (3,269)
          
Financing Activities          
Proceeds from short-term borrowings1,561
 3,100
 6,080
37,265
 20,542
 8,294
Repayments of short-term borrowings(1,688) (3,152) (6,132)(37,268) (20,725) (8,124)
Proceeds from issuances of long-term debt
 3
 4,124
1,099
 1,522
 1,824
Repayments of long-term debt(1,598) (353) (348)(1,112) (2,287) (1,601)
Payments for debt extinguishments
 (112) 
Common stock transactions:    

    

Issuances123
 152
 177
75
 132
 120
Share repurchases, including shares surrendered for tax withholding(1,612) (450) (130)(1,639) (1,709) (2,311)
Dividends paid(244) (227) (214)(292) (262) (253)
Other5
 (41) 62
(355) (185) (18)
Net cash (used in) provided by financing activities(3,453) (968) 3,619
Effect of exchange rate changes on cash and cash equivalents45
 (319) 28
Net (decrease) increase in cash and cash equivalents(1,293) 1,148
 1,737
Cash and cash equivalents at beginning of year5,341
 4,193
 2,456
Cash and cash equivalents at end of year$4,048
 $5,341
 $4,193
Net cash used in financing activities(2,227) (3,084) (2,069)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(119) 150
 (144)
Net increase (decrease) in cash, cash equivalents and restricted cash309
 (1,582) (738)
Cash, cash equivalents and restricted cash at beginning of year2,672
 4,254
 4,992
Cash, cash equivalents and restricted cash at end of year$2,981
 $2,672
 $4,254
          
Supplemental Cash Flow Information          
Cash paid for:          
Interest$337
 $359
 $255
$383
 $298
 $315
Income taxes, net of refunds$923
 $866
 $508
$262
 $144
 $587
Non-cash item:     
Fair value of debt assumed on acquisitions$
 $
 $(2,312)
Conversion of Celesio’s convertible bonds to equity$
 $
 $313


See Financial Notes

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McKESSON CORPORATION
FINANCIAL NOTES


1.Significant Accounting Policies
Nature of Operations: McKesson Corporation (“McKesson,” the “Company,” the “Registrant” or “we” and other similar pronouns) delivers a comprehensive offering of pharmaceuticals and medical supplies and provides services to help our customers improve the efficiency and effectiveness of their healthcare operations. We manageCommencing in the first quarter of 2019, our business through twonew segment reporting structure was implemented and we have reported our financial results in three reportable segments on a retrospective basis: U.S. Pharmaceutical and Specialty Solutions, European Pharmaceutical Solutions and Medical-Surgical Solutions. All remaining operating segments McKesson Distribution Solutions and McKesson Technology Solutions, as further describedbusiness activities that are not significant enough to require separate reportable segment disclosure are included in Other. Refer to Financial Note 27,28, “Segments of Business.”Business” for more information.
Basis of Presentation: The consolidated financial statements and accompanying notes are prepared in accordance with U. S. generally accepted accounting principles (“GAAP”). The consolidated financial statements of McKesson include the financial statements of all wholly-owned subsidiaries and majority-owned or controlled companies. For those consolidated subsidiaries where our ownership is less than 100%, the portion of the net income or loss allocable to the noncontrolling interests is reported as “Net Income Attributable to Noncontrolling Interests” on the consolidated statements of operations. All significant intercompany balances and transactions have been eliminated in consolidation.consolidation including the intercompany portion of transactions with equity method investees.
We consider ourselves to control an entity if we are the majority owner of andor have voting control over such entity. We also assess control through means other than voting rights (“variable interest entities” or “VIEs”) and determine which business entity is the primary beneficiary of the VIE. We consolidate VIEs when it is determined that we are the primary beneficiary of the VIE. Investments in business entities in which we do not have control but have the ability to exercise significant influence over operating and financial policies, are accounted for using the equity method. Refer to Financial Note 5, “Healthcare Technology Net Asset Exchange” for further information on our equity method and our proportionate share of income or loss is recordedinvestment in other income, net. Equity investments in non-publicly traded entities are primarily accounted for using the cost method. Intercompany transactions and balances have been eliminated.Change Healthcare, LLC (“Change Healthcare”).
Fiscal Period: The Company’s fiscal year begins on April 1 and ends on March 31. Unless otherwise noted, all references to a particular year shall mean the Company’s fiscal year.
Reclassifications: Certain prior year amounts have been reclassified to conform to the current year presentation.
Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires that we make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual amounts could differ from those estimated amounts.
Cash and Cash Equivalents: All highly liquid debt and money market instruments purchased with original maturity of three months or less at the date of acquisition are included in cash and cash equivalents.
Cash equivalents which are available-for-sale, are carried at fair value. Cash equivalents are primarily invested in AAA rated prime and U.S. government money market funds denominated in U.S. dollars, AAA rated prime money market funds denominated in Euros, overnight repurchase agreements collateralized by U.S. government securities, Canadian government securities and/or securities that are guaranteed or sponsored by the U.S. government and an AAA rated prime money market fund denominated in British pound sterling.
The remaining cash and cash equivalents are deposited with several financial institutions. Deposits may exceed the amounts insured by the Federal Deposit Insurance Corporation in the U.S. and similar deposit insurance programs in other jurisdictions. We mitigate the risk of our short-term investment portfolio by depositing funds with reputable financial institutions and monitoring risk profiles and investment strategies of money market funds.
Restricted Cash: Cash that is subject to legal restrictions or is unavailable for general operating purposes is classified as restricted cash and is included within “Prepaid expenses and other” and “Other Noncurrent Assets” in the consolidated balance sheets. At March 31, 2016,2019 and 2018, our restricted cash balance was $939 million, which represents cash paid into the escrow accounts for acquisitions that closed on April 1, 2016. There was no material restricted cash balance at March 31, 2015.not material.

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McKESSON CORPORATION
FINANCIAL NOTES (Continued)

Marketable Securities Available-for-Sale: We carry ourOur marketable securities, which are available-for-sale, are carried at fair value and they are included in prepaidwithin “Prepaid expenses and otherother” in the consolidated balance sheets. The unrealized gains and losses, net of the related tax effect, computed in marking these securities to market have been reported within stockholders’ equity. At March 31, 20162019 and 2015,2018, marketable securities were not material.

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McKESSON CORPORATION
FINANCIAL NOTES (Continued)

In determining whether an other-than-temporary decline in market value has occurred, we consider the duration that, and extent to which, the fair value of the investment is below its cost, the financial condition and future prospects of the issuer or underlying collateral of a security, and our intent and ability to retain the security in order to allow for an anticipated recovery in fair value. Other-than-temporary declines in fair value from amortized cost for available-for-sale equity securities that we intend to sell or would more likely than not be required to sell before the expected recovery of the amortized cost basis are charged to other income, net, in the period in which the loss occurs.
Equity Method Investments: Investments in business entities in which we do not have control, but have the ability to exercise significant influence over operating and financial policies, are accounted for using the equity method. We evaluate our equity method investments for impairment whenever an event or change in circumstances occurs that may have a significant adverse impact on the carrying value of the investment. If a loss in value has occurred that is deemed to be other-than-temporary, an impairment loss is recorded. Refer to Financial Note 5, “Healthcare Technology Net Asset Exchange” for further information relating to our equity method investment in Change Healthcare, LLC (“Change Healthcare”).
Concentrations of Credit Risk and Receivables: Our trade receivablesaccounts receivable are subject to a concentrationconcentrations of credit risk with customers primarily in our DistributionU.S. Pharmaceutical and Specialty Solutions segment. During 2016,2019, sales to our ten largest customers, including group purchasing organizations (“GPOs”) accounted for approximately 52.4%49.9% of our total consolidated revenues. Sales to our largest customer, CVS Health (“CVS”), accounted for approximately 20.3%19.4% of our total consolidated revenues. At March 31, 2016,2019, trade accounts receivable from our ten largest customers were approximately 32%31.9% of total trade accounts receivable. Accounts receivable from CVS were approximately 18%18.4% of total trade accounts receivable. As a result, our sales and credit concentration is significant. We also have agreements with GPOs, each of which functions as a purchasing agent on behalf of member hospitals, pharmacies and other healthcare providers, as well as with government entities and agencies. The accounts receivables balances are with individual members of the GPOs, and therefore no significant concentration of credit risk exists. A material default in payment, a material reduction in purchases from these or any other large customers, or the loss of a large customer or customer groups could have a material adverse impact on our financial condition, results of operations and liquidity. In addition, trade receivables are subject to a concentrationconcentrations of credit risk with customers in the institutional, retail and healthcare provider sectors, which can be affected by a downturn in the economy and changes in reimbursement policies. This credit risk is mitigated by the size and diversity of the customer base as well as its geographic dispersion. We estimate the receivables for which we do not expect full collection based on historical collection rates and ongoing evaluations of the creditworthiness of our customers. An allowance is recorded in our consolidated financial statements for these estimated amounts.
Financing Receivables: We assess and monitor credit risk associated with financing receivables, namely lease andprimarily notes receivables, through regular review of our collection experience in determining our allowance for loan losses. On an ongoing basis, we also evaluate credit quality of our financing receivables utilizing aging of receivables and write-offs, as well as considering existing economic conditions, to determine if an allowance is necessary.required. Financing receivables are derecognized if legal title to them has been transferred and all related risks and rewards incidental to ownership have passed to the buyer.  As of March 31, 20162019 and 2015,2018, financing receivables and the related allowance were not material to our consolidated financial statements.
Inventories: We reportInventories consist of merchandise held for resale. Prior to 2018, we reported inventories at the lower of cost or market (“LCM”). InventoriesEffective in the first quarter of 2018, we report inventories at the lower of cost or net realizable value, except for our Distribution Solutions segment consist of merchandise held for resale. For our Distribution Solutions segment,inventories determined using the last-in, first-out (“LIFO”) method. The majority of the cost of domestic inventories is determined using the last-in, first-out (“LIFO”)LIFO method. The majority of the cost of inventories held in foreign locations is based on first-in, first-out method and weighted average purchase prices using the first-in, first-out method (“FIFO”). Technology Solutions segment inventories consist of computer hardware with cost generally determined by the standard cost method, which approximates average cost.prices. Rebates, cash discounts, and other incentives received from vendors are recognized within cost of sales upon the sale of the related inventory.

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McKESSON CORPORATION
FINANCIAL NOTES (Continued)

The LIFO method was used to value approximately 74%62% and 73%63% of our inventories at March 31, 20162019 and 2015.2018. If we had used the FIFOmoving average method of inventory valuation, which approximates current replacement costs, inventories would have been approximately $1,012$696 million and $768$906 million higher than the amounts reported at March 31, 20162019 and 2015, respectively.2018. These amounts are equivalent to our LIFO reserves. Our LIFO valuation amount includes both pharmaceutical and non-pharmaceutical products. In 2016, 2015 and 2014, weWe recognized LIFO related expensescredits of $244$210 million, $337$99 million and $311$7 million in 2019, 2018 and 2017 in cost of sales within our consolidated statements of operations. A LIFO expensecharge is recognized when the net effect of price increases on pharmaceutical and non-pharmaceutical products held in inventory exceeds the impact of price declines, including the effect of branded pharmaceutical products that have lost market exclusivity. A LIFO credit is recognized when the net effect of price declines exceeds the impact of price increases on pharmaceutical and non-pharmaceutical products held in inventory.
We believe that themoving average inventory costing method provides a reasonable estimation of the current cost of replacing inventory (i.e., “market”).  As such, our LIFO inventory is valued at the lower of LIFO cost or market.  Due to cumulative net price deflation from 2005 to 2013, we had a lower-of-cost or market (“LCM”) reserve of $60 million at March 31, 2013 which reduced pharmaceutical inventories at LIFO to market.  During 2014, the LCM reserve of $60 million was released, resulting in an increase in gross profit.  As of March 31, 20162019 and 2015,2018, inventories at LIFO did not exceed market.

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McKESSON CORPORATION
FINANCIAL NOTES (Continued)

Shipping and Handling Costs: We include costs to pack and deliver inventory to our customers in selling, distribution and administrative expenses. Shipping and handling costs of $789$951 million, $819$914 million, $535and $814 million were includedrecognized in our selling, distribution2019, 2018 and administrative expenses in 2016, 2015 and 2014.2017.
Property, Plant and Equipment: We state our property, plant and equipment (“PPE”) at cost and depreciate them under the straight-line method at rates designed to distribute the cost of PPE over estimated service lives ranging from one to thirty years. When certain events or changes in operating conditions occur, an impairment assessment may be performed on the recoverability of the carrying amounts.
Goodwill: Goodwill is tested for impairment on an annual basis in the fourth quarter or more frequently if indicators forof potential impairment exist. Impairment testing is conducted at the reporting unit level, which is generally defined as a component,an operating segment or one level below our Distribution Solutions and Technology Solutionsan operating segments,segment (also known as a component), for which discrete financial information is available and segment management regularly reviews the operating results of that reporting unit.
The first step in goodwill testing requires us to compare the estimated fair value of a reporting unit to its carrying value. This step may be performed utilizing either a qualitative or quantitative assessment.  If the carrying value of the reporting unit is lower than its estimated fair value, no further evaluation is necessary.required.  If the carrying value of the reporting unit is higher thanexceeds its estimated fair value, the second step must be performed to measure the amount of impairment loss. Under the second step, the implied fair value of goodwill is calculated in a hypothetical analysis by subtracting the fair value of all assets and liabilities of the reporting unit, including any unrecognized intangible assets, from the fair value of the reporting unit calculated in the first step of the impairment test. If the carrying value of goodwill for the reporting unit exceeds the implied fair value of goodwill, an impairment charge is recorded for that excess.excess, limited to the total amount of goodwill allocated to that reporting unit. 
To estimate the fair value of our reporting units, we generally use a combination of the market approach and the income approach. Under the market approach, we estimate fair value by comparing the business to similar businesses or guideline companies whose securities are actively traded in public markets. Under the income approach, we use a discounted cash flow (“DCF”) model in which cash flows anticipated over severalfuture periods, plus a terminal value at the end of that time horizon, are discounted to their present value using an appropriateestimated expected rate of return. The discount rate usedOther estimates inherent in both the market and income approaches include long-term growth rates, projected revenues, earnings and cash flow forecasts for cash flows reflects capital market conditions and the specific risks associated with the business.reporting units. In addition, we compare the aggregate of the reporting units’ fair valuevalues to the Company’s market capitalization as a further corroboration of the fair values. TheGoodwill testing requires a complex series of assumptions and judgmentjudgments by management in projecting future operating results, selecting guideline companies for comparisons and assessing risks. The use of alternative assumptions and estimates could affect the fair values and change the impairment determinations.
Intangible Assets: Currently all of our intangible assets are subject to amortization and are amortized based on the pattern of their economic consumption or on a straight-line basis over their estimated useful lives, ranging from one to thirty-eight38 years. We review intangible assets for impairment at an asset group level whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated future undiscounted cash flows resulting from use of the asset and its eventual disposition. Measurement of any impairment loss is based on the excess of the carrying value of the asset group over its estimated fair market value.
Capitalized Software Held for Sale: Development costs for software held for sale, which primarily pertain to our Technology Solutions segment, are capitalized once a project has reached the point of technological feasibility. Completed projects are amortized after reaching the point of general availability using the straight-line method based on an estimated useful life of approximately three years. At each balance sheet date, or earlier if an indicator of an impairment exists, we evaluate the recoverability of unamortized capitalized software costs based on estimated future undiscounted revenues net of estimated related costs over the remaining amortization period.
Capitalized Software Held for Internal Use: We capitalize costs of software held for internal use during the application development stage of a project and amortize those costs over their estimated useful lives ranging from one to ten years. As of March 31, 20162019 and 2015,2018, capitalized software held for internal use was $435$394 million and $425 million, net of accumulated amortization of $1,130$1,246 million and $1,112$1,182 million, and was included in other noncurrent assets in the consolidated balance sheets.

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Insurance Programs: Under our insurance programs, we seek to obtain coverage for catastrophic exposures as well as those risks required to be insured by law or contract. It is our policy to retain a significant portion of certain losses primarily related to workers’ compensation and comprehensive general, product and vehicle liability. Provisions for losses expected under these programs are recorded based uponon our estimate of the aggregate liability for claims incurred as well as for claims incurred but not yet reported. Such estimates utilize certain actuarial assumptions followed in the insurance industry.
Revenue Recognition:
Distribution Solutions Revenue is recognized when an entity satisfies a performance obligation by transferring control of a promised good or service to a customer in an amount that reflects the consideration to which the entity expects to be entitled for that good or service.
Revenues forgenerated from the distribution of pharmaceutical and medical products represent the majority of our Distribution Solutions segment are recognized when persuasive evidence of an arrangement exists, product is delivered and title passes to the customer or when services have been rendered and there are no further obligations to the customer, the price is fixed or determinable, and collection of the amounts are reasonably assured.
Revenues for our Distribution Solutions segment include large volume sales of pharmaceuticals primarily to a limited number of large customers who warehouse their own products.revenues. We order bulk product from the manufacturer, receive and processcarry the product primarily throughat our central distribution facilityfacilities and deliver the bulk product (generally in the same form as received from the manufacturer) directly to our customers’ warehouses.warehouses, hospitals or retail pharmacies. The distribution business primarily generates revenue from a contract related to a confirmed purchase order with a customer in a distribution arrangement. Revenue is recognized when control of goods is transferred to the customer which occurs upon our delivery to the customer or upon customer pick-up. We also recordearn revenues from a variety of other sources including our retail, services and technology businesses. Retail revenues are recognized at the point of sale. Service revenues, including technology service revenues, are recognized when services are rendered. Revenues derived from distribution and retail business at the point of sale, and revenues derived from services represent approximately 98% and 2% of total revenues for direct store deliveries of shipments from the manufacturer to our customers. We assume the primary liability to the manufacturer for these products.year ended on March 31, 2019.  

Revenues are recorded gross when we are the primary party obligatedprincipal in the transaction, take titlehave the ability to and possessiondirect the use of the inventory,goods or services prior to transfer to a customer, are subjectresponsible for fulfilling the promise to inventory risk,our customer, have latitude in establishing prices, assumeand control the risk of loss for collection from customers as well as delivery or return ofrelationship with the product, are responsible for fulfillment and other customer service requirements, or the transactions have several but not all of these indicators.
Revenues are recordedcustomer. We record our revenues net of sales returns, allowances, rebates and other incentives. Our sales return policy generally allows customers to return products only if they can be resold for value or returned to suppliers for credit. Sales returnstaxes. Revenues are accruedmeasured based on the amount of consideration that we expect to receive, reduced by estimates at the time of sale to the customer.for return allowances, discounts and rebates using historical data. Sales returns from customers were approximately $2.9 billion in 2019, and $3.1 billion in 2016, $2.7 billion in 20152018 and $1.9 billion in 2014. Taxes collected2017. Assets for the right to recover products from customers and remittedthe associated refund liabilities for return allowances were not material as of March 31, 2019. Shipping and handling costs associated with outbound freight after control over a product has transferred to governmental authoritiesa customer are presented on a net basis; that is, they are excluded from revenues.
Our Distribution Solutions segment also engages in multiple-element arrangements, which may contain a combination of various products and services. Revenue from a multiple-element arrangement is allocated to the separate elements based on their relative selling price and recognized in accordance with the revenue recognition criteria applicable to each element. Relative selling price is determined based on vendor-specific objective evidence (“VSOE”) of selling price, if available, third-party evidence (“TPE”), if VSOE of selling price is not available, or estimated selling price (“ESP”), if neither VSOE of selling price nor TPE is available.
Technology Solutions
Revenues for our Technology Solutions segment are generated primarily by licensing software and software systems (consisting of software, hardware and maintenance support), providing software as a service (“Saas”) or SaaS-based solutions and providing claims processing, outsourcing and professional services. Revenue for this segment is recognized as follows:
Software systems are marketed under information systems agreements as well as service agreements. Perpetual software arrangements are recognized at the time of delivery or under the percentage-of-completion method if the arrangements require significant production, modification or customization of the software. Contracts accounted for under the percentage-of-completion methodas fulfillment costs and are generally measured based on the ratioincluded in selling, distribution and administrative expenses. We record deferred revenues when payments are received or due in advance of labor hours incurred to date to total estimated labor hours to be incurred. Changes in estimates to completeour performance. Deferred revenues are primarily from our services arrangements and revisions in overall profit estimates on these contracts are charged to earnings in the period in which they are determined. We accrue for contract losses if and when the current estimate of total contract costs exceeds total contract revenue.
Revenue from time-based software license agreements is recognized ratably over the term of the agreement. Software implementation fees are recognized as the work is performed or under the percentage-of-completion method. Maintenance and support agreements are marketed under annual or multi-year agreements and are recognized ratablyrevenues over the period covered by the agreements. Hardware revenuesperiods when services are generally recognized upon delivery.performed.

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SaaS-based subscription, content and transaction processing fees are generally marketed under annual and multi-year agreements and are recognized ratably over the contracted terms beginningWe had no material contract assets, contract liabilities or deferred contract costs recorded on the service start date for fixed fee arrangements and recognized as transactions are performed beginning on the service start date for per-transaction fee arrangements. Remote processing service fees are recognized monthly as the service is performed. Outsourcing service revenues are recognized as the service is performed.consolidated balance sheets.
We also offer certain products on an application service provider basis, making our software functionality available onelected the practical expedient and generally expense costs to obtain a remote hosting basis from our data centers. The data centers provide system and administrative support, as well as hosting services. Revenue on products sold on an application service provider basis is recognized on a monthly basis overcontract when incurred because the term of the contract beginning on the service start date of products hosted.amortization period would have been one year or less.
This segment engages in multiple-element arrangements, which may contain any combination of software, hardware, implementation, SaaS-based offerings, consulting services or maintenance services. For multiple-element arrangements that do not include software, revenue is allocated to the separate elements based on their relative selling price and recognized in accordance with the revenue recognition criteria applicable to each element. Relative selling price is determined based on VSOE of selling price if available, TPE, if VSOE of selling price is not available, or ESP if neither VSOE of selling price nor TPE is available. For multiple-element arrangements accounted for in accordance with specific software accounting guidance when some elements are delivered prior to others in an arrangement and VSOE of fair value exists for the undelivered elements, revenue for the delivered elements is recognized upon delivery of such items. The segment establishes VSOE for hardware and implementation and consulting services based on the price charged when sold separately, and for maintenance services, based on renewal rates offered to customers. Revenue for the software element is recognized under the residual method only when fair value has been established for all of the undelivered elements in an arrangement. If fair value cannot be established for any undelivered element, all of the arrangement’s revenue is deferred until the delivery of the last element or until the fair value of the undelivered element is determinable. For multiple-element arrangements with both software elements and nonsoftware elements, arrangement consideration is allocated between the software elements as a whole and nonsoftware elements.  The segment then further allocates consideration to the individual elements within the software group, and revenue is recognized for all elements under the applicable accounting guidance and our policies described above.
Supplier Incentives: Fees for serviceservices and other incentives received from suppliers, relating to the purchase or distribution of inventory, are considered product discounts and are generally reported as a reduction to cost of sales. We consider these fees and other incentives to represent product discounts and as a result, the amounts are recognized within cost of sales upon the sale of the related inventory.
Supplier Reserves: We establish reserves against amounts due from suppliers relating to various fees for services and price and rebate incentives, including deductions taken against payments otherwise due to them. These reserve estimates are established based on judgment after considering the status of current outstanding claims, historical experience with the suppliers, the specific incentive programs and any other pertinent information available. We evaluate the amounts due from suppliers on a continual basis and adjust the reserve estimates when appropriate based on changes in factualfacts and circumstances. All adjustmentsAdjustments to supplier reserves are generally included inwithin cost of sales. The ultimate outcome of any outstanding claims may be different than our estimate. As of March 31, 2016 and 2015The supplier reserves were $144 million and $167 million. All of the supplier reserves at March 31, 2016 and 2015primarily pertain to our DistributionU.S. Pharmaceutical and Specialty Solutions segment.
Income Taxes: We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements.statements or the tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statements and the tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Tax benefits from uncertain tax positions are recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. The amount recognized is measured as the largest amount of tax benefit that is greater than 50 percent likely of being realized upon effective settlement. Deferred taxes are not provided on undistributed earnings of our foreign operations that are considered to be permanently reinvested.

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Foreign Currency Translation: The reporting currency of the Company and its subsidiaries is the U.S. dollar. Our foreign subsidiaries generally consider their local currency to be their functional currency. Foreign currency-denominated assets and liabilities of these foreign subsidiaries are translated into U.S. dollars at year-endperiod-end exchange rates, andwhile revenues and expenses are translated at average exchange rates during the corresponding period and stockholders’ equity accounts are primarily translated at historical exchange rates. Foreign currency translation adjustments are included in other comprehensive income or loss in the consolidated statements of consolidated comprehensive income, and the cumulative effect is included in the stockholders’ equity section of the consolidated balance sheets. Realized gains and losses from currency exchange transactions are recorded in operating expenses in the consolidated statements of operations and were not material to our consolidated results of operations in 2016, 20152019, 2018 or 2014.2017. We release cumulative translation adjustmentadjustments from stockholders’ equity into net incomeearnings as a gain or loss only upon complete or substantially complete liquidation of a controlling interest in a subsidiary or a group of assets within a foreign entity.  We also release all or a pro rata portion of the cumulative translation adjustmentadjustments into net incomeearnings upon the sale of an equity method investment that is a foreign entity. 
Derivative Financial Instruments: Derivative financial instruments are used principally in the management of foreign currency exchange and interest rate exposures and are recorded on the consolidated balance sheets at fair value. If a derivative is designated as a fair value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are recognized asin earnings. We use foreign currency-denominated notes and cross-currency swaps to hedge a charge or creditportion of our net investment in our foreign subsidiaries.  We use cash flow hedges primarily to earnings.reduce the effects of foreign currency exchange rate risk related to intercompany loans denominated in non-functional currencies. If the derivativefinancial instrument is designated as a cash flow hedge or net investment hedge, the effective portions of changes in the fair value of the derivative are included in other comprehensive income or loss in the consolidated statements of consolidated comprehensive income, and the cumulative effect is included in the stockholders’ equity section of the consolidated balance sheets. The cumulative changes in fair value are reclassified to the same line as the hedged item in the consolidated statements of operations when the hedged item affects earnings. We periodically evaluate hedge effectiveness at inception and on an ongoing basis, and ineffective portions of changes in the fair value of cash flow hedges and net investment hedges are recognized in earnings following the date when ineffectiveness was identified. In the fourth quarter of 2018, we adopted amended guidance for derivatives and hedging which eliminates the existing requirement to recognize periodic hedge ineffectiveness in earnings for cash flow hedges and net investment hedges that are highly effective. The adoption had no material impact on our financial statements as a chargethere was no ineffectiveness recognized on our cash flow hedges or creditnet investment hedges prior to earnings.adoption. Derivative instruments not designated as hedges are marked-to-market at the end of each accounting period with the change included in earnings.
Comprehensive Income: Comprehensive income consists of two components, net income and other comprehensive income. Other comprehensive income refers to revenue, expenses and gains and losses that under GAAP are recorded as an element of stockholders’ equity but are excluded from net income.earnings. Our other comprehensive income primarily consists of foreign currency translation adjustments from those subsidiaries where the local currency is the functional currency including gains and losses on net investment hedges, unrealized gains and losses on cash flow hedges, as well as unrealized gains and losses on retirement-related benefit plans.
Noncontrolling Interests and Redeemable Noncontrolling Interests: Noncontrolling interests represent the portion of profit or loss, net assets and comprehensive income that is not allocable to McKesson Corporation. In 2016 and 2015, netNet income attributable to noncontrolling interests primarily represents guaranteed dividends andincluded recurring compensation that McKesson is obligated to pay to the noncontrolling shareholders of McKesson Europe AG (“McKesson Europe”), formerly known as Celesio AG, under the domination and profit and loss transfer agreement. Net income attributable to noncontrolling interests also included third-party equity interests in our consolidated entities including Vantage Oncology Holdings, LLC (“Celesio”Vantage”). and ClarusONE Sourcing Services LLP (“ClarusONE”), which was established between McKesson and Walmart, Inc in 2017. Noncontrolling interests with redemption features, such as put rights, that are not solely within the Company’s control are considered redeemable noncontrolling interests.  Redeemable noncontrolling interests are presented outside of Stockholders’ Equitystockholders’ equity on our consolidated balance sheet.sheets. Refer to Financial Note 10, “Noncontrolling11, “Redeemable Noncontrolling Interests and Redeemable Noncontrolling Interests,” for more information.
Share-Based Compensation: We account for all share-based compensation transactions using a fair-value based measurement method.at fair value. The share-based compensation expense, for the portion of the awards that is ultimately expected to vest, is recognized on a straight-line basis over the requisite service period. The share-based compensation expense recognized has been classified in the consolidated statements of operations or capitalized on the consolidated balance sheets in the same manner as cash compensation paid to our employees.

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Loss Contingencies: We are subject to various claims, including claims with customers and vendors, pending and potential legal actions for damages, investigations relating to governmental laws and regulations and other matters arising out of the normal conduct of our business. When a loss is considered probable and reasonably estimable, we record a liability in the amount of our best estimate for the ultimate loss. However, the likelihood of a loss with respect to a particular contingency is often difficult to predict and determining a meaningful estimate of the loss or a range of loss may not be practicable based on the information available and the potential effect of future events and decisions by third parties that will determine the ultimate resolution of the contingency. Moreover, it is not uncommon for such matters to be resolved over many years, during which time relevant developments and new information must be reevaluated at least quarterly to determine both the likelihood of potential loss and whether it is possible to reasonably estimate the loss or a range of possible loss. When a material loss is reasonably possible or probable but a reasonable estimate cannot be made, disclosure of the proceeding is provided.

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Disclosure is also provided when it is reasonably possible that a loss will be incurred or when it is reasonably possible that the amount of a loss will exceed the recorded provision. We review all contingencies at least quarterly to determine whether the likelihood of loss has changed and to assess whether a reasonable estimate of the loss or a range of the loss can be made. As discussed above, development of a meaningful estimate of loss or a range of potential loss is complex when the outcome is directly dependent on negotiations with or decisions by third parties, such as regulatory agencies, the court system and other interested parties. Such factors bear directly on whether it is possible
Restructuring Charges: Employee severance costs are generally recognized when payments are probable and amounts are reasonably estimable. Costs related to reasonably estimate a rangecontracts without future benefit or contract termination are recognized at the earlier of potential loss and boundaries of high and low estimate.the contract termination or the cease-use dates.  Other exit-related costs are recognized as incurred.

Business Combinations: We account for acquired businesses using the acquisition method of accounting, which requires that once control is obtained of a business is obtained, 100% of the assets acquired and liabilities assumed, including amounts attributedattributable to noncontrolling interests, be recorded at the date of acquisition at their respective fair values. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Acquisition-related expenses including transaction and related restructuringintegration costs are expensed as incurred.
Several valuation methods may be used to determine the fair value of assets acquired and liabilities assumed.  For intangible assets, we typically use a method that is a form or variation of the income method.  This method startsapproach. Income approach methods start with a forecast of all of the expected future net cash flows for each asset.  These cash flows are then adjusted to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams.  Some of the more significant estimates and assumptions inherent in the income method or otherapproach methods include the amount and timing of projected future cash flows, the discount rate selected to measure the risks inherent in the future cash flows and the assessment of the asset’s life cycle and the competitive trends impacting the asset, including consideration of any technical, legal, regulatory, or economic barriers to entry.  Determining the useful life of an intangible asset also requires judgment as different types of intangible assets will have different useful lives and certain assets may even be considered to have indefinite useful lives.
Recently Adopted Accounting Pronouncements
Deferred Income Taxes: In November 2015, amended guidance was issued for the balance sheet classification of deferred income taxes. The amended guidance requires the classification of all deferred tax assets and liabilities as noncurrent on the balance sheet instead of separating deferred taxes into current and noncurrent amounts. The amended guidance would have been effective for us commencing in the first quarter of 2018, however, early adoption was permitted. We early adopted this amended guidance in the fourth quarter of 2016 on a prospective basis. As a result, we reclassified current net deferred tax liabilities of approximately $2 billion on our consolidated balance sheet as of March 31, 2016. Our March 31, 2015 balances were not retrospectively adjusted. The adoption of this guidance had no impact on our condensed consolidated statements of earnings, comprehensive income or cash flows. This amended guidance only resulted in a change in presentation of our deferred income taxes on our consolidated balance sheet as of March 31, 2016.  
Discontinued Operations:Revenue Recognition: In the first quarter of 2016,2019, we adopted amended guidance for reporting of discontinued operationsrevenue recognition using the modified retrospective method and disclosures of disposals of components.  The amended guidance revises the criteria for disposals to qualify as discontinued operations and permits significant continuing involvement and continuing cash flows with the discontinued operation.  In addition,applied the amended guidance requires additional disclosures for discontinued operations and new disclosures for individually material disposal transactions that doto those contracts which were not meet the definitioncompleted as of a discontinued operation. Refer to Financial Note 5, “Divestiture of Businesses,” for more information regarding the impactApril 1, 2018. The adoption of this amended guidance did not have a material impact on our consolidated financial statements. Our equity method investee, Change Healthcare, is required to adopt the amended guidance in our first quarter of 2020. The adoption of this amended guidance by Change Healthcare is not expected to have a material effect on our consolidated financial statements.
We elected the practical expedient to not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed and (iii) contracts for which the variable consideration is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation.

Cumulative Translation Adjustment:Share-Based Payments: In the first quarter of 2015,2019, we prospectively adopted amended guidance for employee share-based payment awards. This amendment provides guidance on which changes to terms or conditions of a parent’s accountingshare-based payment award require an entity to apply modification accounting. Under the amended guidance, we are required to account for the cumulative translation adjustment upon derecognition of certain subsidiaries or group of assets within a foreign entity or of an investment in a foreign entity.  The amended guidance requires the release of any cumulative translation adjustment into net income only upon complete or substantially complete liquidationeffects of a controlling interest in a subsidiarymodification of the fair value, the vesting conditions or the classification (as an equity instrument or a group of assets within a foreign entity.  Also, it requires the release of all or a pro rata portionliability instrument) of the cumulative translation adjustment to net income inmodified award from that of the case of sale of an equity method investment that is a foreign entity.original award immediately before the modification. The adoption of this amended guidance did not have a material effect on our consolidated financial statements.

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Compensation - Retirement Benefits: In the first quarter of 2019, we retrospectively adopted amended guidance which requires us to report the service cost component of defined benefit pension plans and other postretirement plans in the same line item as other compensation costs arising from services rendered by the pertinent employees during the period. Other components of net benefit costs are required to be presented in the statements of operations separately from the service cost component outside of operating income. The adoption of this amended guidance did not have a material effect on our consolidated financial statements. This amended guidance only resulted in a change in presentation of other components of net benefit costs on our consolidated statement of operations (a reclassification from operating income to other income, net).
Derecognition of Nonfinancial Assets: In the first quarter of 2019, we adopted on a modified retrospective basis amended guidance that defines the term “in substance nonfinancial asset” as a financial asset promised to a counterparty in a contract if substantially all of the fair value of the asset that is promised is concentrated in nonfinancial assets. The scope of this amendment includes nonfinancial assets transferred within a legal entity including a parent entity’s transfer of nonfinancial assets by transferring ownership interests in consolidated subsidiaries. The amendment excludes all businesses and nonprofit activities from its scope and therefore all entities, with limited exceptions, are required to account for the derecognition of a business or nonprofit activity in accordance with the consolidation guidance once this amended guidance becomes effective. The adoption of this amended guidance did not have a material effect on our consolidated financial statements.
Business Combinations: In the first quarter of 2019, we prospectively adopted amended guidance that clarifies the definition of a business to assist entities in evaluating whether transactions should be accounted for as acquisitions of assets or businesses. The amended guidance provides a practical screen to determine when an integrated set of assets and activities (collectively referred to as a “set”) is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. If the screen is not met, the amended guidance requires that to be considered a business, a set must include an input and a substantive process that together significantly contribute to the ability to create output. The adoption of this amended guidance did not have a material effect on our consolidated financial statements.
Restricted Cash: In the first quarter of 2019, we retrospectively adopted amended guidance that requires restricted cash and restricted cash equivalents to be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total cash amounts shown on the statement of cash flows. Transfers between cash and cash equivalents and restricted cash or restricted cash equivalents are not reported as cash flow activities in the statement of cash flows. Our restricted cash balances at March 31, 2019 and 2018 were not material. The adoption of this amended guidance had no effect on our consolidated statements of operations, comprehensive income or our balance sheets. This amended guidance resulted in a change in presentation of restricted cash on our consolidated statement of cash flows.
Income Taxes - Intra-Entity Transfers of Assets Other Than Inventory: In the first quarter of 2019, we adopted on a modified retrospective basis amended guidance that requires entities to recognize income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Upon adoption of this amended guidance, we recorded $152 million of deferred tax assets with a corresponding cumulative-effect increase to the beginning balance of retained earnings in our consolidated financial statements for the tax consequences relating to an intra-entity transfer of certain software in December 2016.
Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments: In the first quarter of 2019, we retrospectively adopted amended guidance that provides clarification on cash flow classification related to eight specific issues including contingent consideration payments made after a business combination and distributions received from equity method investees. The adoption of this amended guidance did not have a material effect on our consolidated financial statements.
Financial Instruments: In the first quarter of 2019, we adopted amended guidance that requires investments in equity securities, excluding equity method investments or investees that are consolidated, to be measured at fair value with changes in fair value recognized in net income and enhanced disclosures about those investments. The amended guidance also simplifies the impairment assessments of equity investments without readily determinable fair value. The adoption of this amended guidance did not have a material effect on our consolidated financial statements.

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Recently Issued Accounting Pronouncements Not Yet Adopted
Share-Based Payments:Collaborative Arrangements: In March 2016,November 2018, amended guidance was issued which clarifies that certain transactions between participants in a collaborative arrangement should be accounted for employee share-based payment awards. The amendedunder revenue recognition guidance makes several modifications related towhen the accounting for forfeitures, employer tax withholding on share-based compensation and excess tax benefits or deficiencies. The amended guidance also clarifies the statement of cash flows presentation for share-based awards.counterparty is a customer. The amended guidance is effective for us prospectively commencing in the first quarter of 2018. Early adoption is permitted.2021 on a retrospective basis with a cumulative-effect adjustment to beginning retained earnings. We are currently evaluating the impact ofmay elect to apply this amended guidance on our consolidated financial statements.

Investments: In March 2016, amended guidance was issuedretrospectively either to simplify the transitionall contracts or only to the equity method of accounting. This standard eliminates the requirementcontracts that when an existing cost method investment qualifies for use of the equity method, an investor must restate its historical financial statements, as if the equity method had been used during all previous periods. Additionally,are not completed at the point an investment qualifies for the equity method, any unrealized gain or loss in accumulated other comprehensive income (loss) will be recognized through earnings. The amended guidance is effective for us prospectively commencing in the first quarterdate of 2018.initial adoption. Early adoption is permitted. We are currently evaluating the impact of this amended guidance on our consolidated financial statements.

Derivatives and Hedging:  In March 2016,October 2018, amended guidance was issued which allowed for derivative instrument novations. The amendments clarify that a novation, a change in the counterparty, to a derivative instrument that has been designatedinclusion of the Secured Overnight Financing Rate Overnight Index Swap Rate as a hedging instrument does not, in and of itself, require dedesignation of thatbenchmark interest rate for hedge accounting purposes. The amended guidance is effective for us on a prospective basis for qualifying new or redesignated hedging relationships provided all other hedge accounting criteria continueentered into on or after the first quarter of 2020. Early adoption is permitted. We do not expect the adoption of this amended guidance to be met.have a material impact on our consolidated financial statements.

Disclosure Update and Simplification: In August 2018, the Securities and Exchange Commission (“SEC”) issued a final rule to simplify certain disclosure requirements. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders’ equity for interim financial statements. In August and September 2018, further amendments were issued to provide implementation and transition guidance on adoption of this SEC rule. The amended guidance is effective for us commencing in the first quarter of 2020. We do not expect the adoption of this amended guidance to have a material effect on our consolidated statements of operations, comprehensive income, balance sheets or cash flows. This amended guidance will result in changes in disclosures.
Intangibles - Goodwill and Other - Internal-Use Software: In August 2018, amended guidance was issued for a customer’s accounting for implementation and other upfront costs incurred in a cloud computing arrangement that is a service contract. The amended guidance aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs for a cloud computing arrangement that has a software license. The amended guidance is effective for us either on a retrospective or prospective basis commencing in the first quarter of 2021. Early adoption is permitted. We are currently evaluating the impact of this amended guidance on our consolidated financial statements.
Compensation - Retirement Benefits - Defined Benefit Plans: In August 2018, amended guidance was issued for defined benefit pension or other postretirement plans. The amended guidance requires us to disclose the weighted-average interest crediting rates for cash balance plans and other plans with promised interest crediting rates, and an explanation of reasons for significant gains and losses related to changes in the benefit obligation for the period. The amended guidance also requires us to remove disclosures on the amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit costs over the next fiscal year. The amended guidance is effective for us on a retrospective basis commencing in the fiscal year ended March 31, 2021. Early adoption is permitted. We do not expect the adoption of this amended guidance to have a material effect on our consolidated statements of operations, comprehensive income, balance sheets or cash flows. This amended guidance will result in changes in disclosures.
Fair Value Measurement: In August 2018, amended guidance was issued to remove, modify and add disclosure requirements on the fair value measurements. The amended guidance removes disclosure requirements for transfers between Level 1 and Level 2 measurements and valuation processes for Level 3 measurements but adds new disclosure requirements including changes in unrealized gains or losses in other comprehensive income related to recurring Level 3 measurements. The amended guidance is effective for us commencing in the first quarter of 2021. Certain requirements will be applied prospectively while other changes will be applied retrospectively upon the effective date. Early adoption is permitted. We do not expect the adoption of this amended guidance to have a material effect on our consolidated statements of operations, comprehensive income, balance sheets or cash flows. This amended guidance will result in changes in disclosures.

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Accumulated Other Comprehensive Income: In February 2018, amended guidance was issued to address a narrow-scope financial reporting issue that arose as a consequence of the 2017 Tax Cuts and Jobs Act (the “2017 Tax Act”). Existing guidance requires that deferred tax liabilities and assets be adjusted for a change in tax laws with the effect included in income from continuing operations in the reporting period that includes the enactment date. That guidance is applicable even in situations in which the related income tax effects of items in accumulated other comprehensive income were originally recognized in other comprehensive income rather than in net income, such as amounts related to benefit plans and hedging activity. As a result, the tax effects of items within accumulated other comprehensive income do not reflect the appropriate tax rate. These differences are referred to as stranded tax effects. The amended guidance allows for eithera reclassification of only those amounts related to the 2017 Tax Act to retained earnings thereby eliminating the stranded tax effects. The amended guidance also requires certain disclosures about stranded tax effects. The amended guidance is effective for us commencing in the first quarter of 2020 on a prospective or retrospective basis. Early adoption is permitted. We do not expect the adoption of this amended guidance to have a material effect on our consolidated financial statements.
Premium Amortization of Purchased Callable Debt Securities: In March 2017, amended guidance was issued to shorten the amortization period for certain callable debt securities held at a premium. The amended guidance requires the premium of callable debt securities to be amortized to the earliest call date but does not require an accounting change for securities held at a discount as they would still be amortized to maturity. The amended guidance is effective for us on a modified retrospective basis commencing in the first quarter of 2020. Early adoption is permitted. We do not expect the adoption of this amended guidance to have a material effect on our consolidated financial statements.
Financial Instruments - Credit Losses: In June 2016, amended guidance was issued, which will change the impairment model for most financial assets and require additional disclosures. The amended guidance requires financial assets that are measured at amortized cost be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of financial assets. The amended guidance also requires us to consider historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount in estimating credit losses. The amended guidance becomes effective for us commencing in the first quarter of 2021 and will be applied through a cumulative-effect adjustment to the beginning retained earnings in the year of adoption. Early adoption is permitted. We are currently evaluating the impact of this amended guidance on our consolidated financial statements.
Leases: In February 2016, amended guidance was issued for lease arrangements. The amended standard will require recognitionguidance requires lessees to recognize lease liabilities and right-of-use (“ROU”) assets on the balance sheet for all leases with terms longer than 12 months: a lease liability, which is a lessee’s obligationand to make lease payments arising from a lease, measuredprovide enhanced disclosures on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the usekey information of a specified asset for the lease term.leasing arrangements. The amended guidance is effective for us commencing in the first quarter of 2020, on a modified retrospective basis.2020. Early adoption is permitted. We will adopt the amended guidance on a modified retrospective basis through a cumulative-effect adjustment to the beginning retained earnings in the period of adoption.

We will elect the transition package of practical expedients provided within the amended guidance, which eliminates the requirements to reassess lease identification, lease classification and initial direct costs for leases commenced before the effective date. The Company will also elect not to separate lease from non-lease components and to exclude short-term leases from its consolidated balance sheets.

The adoption of the amended guidance is expected to have a material impact on our consolidated balance sheet from the recognition of lease assets and liabilities. While we continue to assess all the impacts of adoption, we anticipate recognizing operating lease liabilities in excess of $2.0 billion based on the present value of the remaining minimum lease commitments using our incremental borrowing rate as of the effective date under the full lease term. We also expect to record corresponding ROU assets based upon the operating lease liabilities adjusted for prepaid and deferred rents, unamortized initial direct costs, liabilities associated with lease termination costs and impairments of ROU assets recognized to opening retained earnings at the effective date. Additionally, existing deferred gain on our sale-leaseback transaction will be derecognized from the consolidated balance sheet and recognized to opening retained earnings at the effective date. While we have not completed our evaluation of impairments of ROU assets upon adoption, we anticipate that the historical impairments of certain retail pharmacy stores in the historical periods prior to adoption will result in impairments of retail store ROU assets recognized through retained earnings upon adoption. We are currently evaluatingfinalizing the impact of thisthat the amended lease guidance will have on our consolidated financial statements.statements, systems, processes and internal controls.
Financial Instruments: In January 2016, amended guidance was issued that requires equity investments to be measured at fair value with changes in fair value recognized in net income and enhanced disclosures about those investments. This guidance also simplifies the impairment assessments of equity investments without readily determinable fair value. The investments that are accounted for under the equity method of accounting or result in consolidation of the investee are excluded from the scope of this amended guidance. The amended guidance will become effective for us commencing in the first quarter of 2019 and will be adopted through a cumulative-effect adjustment. Early adoption is not permitted except for certain provisions.  We are currently evaluating the impact of this amended guidance on our consolidated financial statements.
Business Combinations: In September 2015, amended guidance was issued for an acquirer’s accounting for measurement-period adjustments. The amended guidance eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively and instead requires that measurement-period adjustments be recognized during the period in which it determines the adjustment. In addition, the amended guidance requires that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The amended guidance is effective for us prospectively commencing in the first quarter of 2017. Early adoption is permitted. We do not expect the adoption of this amended guidance to have a material effect on our consolidated financial statements.
Inventory: In July 2015, amended guidance was issued for the subsequent measurement of inventory. The amended guidance requires entities to measure inventory at the lower of cost or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The requirement would replace the current lower of cost or market evaluation. Accounting guidance is unchanged for inventory measured using last-in, first-out (“LIFO”) or the retail method. The amended guidance will become effective for us commencing in the first quarter of 2018. Early adoption is permitted. We are currently evaluating the impact of this amended guidance on our consolidated financial statements.

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Fair Value Measurement: In May 2015, amended guidance was issued that limits disclosures and removes the requirement to categorize investments within the fair value hierarchy if the fair value of the investment is measured using the net asset value per share practical expedient. The amended guidance will become effective for us commencing in the first quarter of 2017.  Early adoption is permitted.  This amended guidance is primarily expected to affect our annual disclosures related to our pension benefits. We do not expect the adoption of this amended guidance to have a material effect on our consolidated financial statements.
Fees Paid in a Cloud Computing Arrangement:  In April 2015, amended guidance was issued for a customer’s accounting for fees paid in a cloud computing arrangement.  The amended guidance requires customers to determine whether or not an arrangement contains a software license element. If the arrangement contains a software element, the related fees paid should be accounted for as an acquisition of a software license. If the arrangement does not contain a software license, it is accounted for as a service contract. The amended guidance will become effective for us commencing in the first quarter of 2017.  Early adoption is permitted.  We do not expect the adoption of this amended guidance to have a material effect on our consolidated financial statements.
Debt Issuance Costs:  In April 2015, amended guidance was issued for the balance sheet presentation of debt issuance costs. The amended guidance requires debt issuance costs related to a recognized debt liability to be reported in the balance sheet as a direct deduction from the carrying amount of that debt liability.  The recognition and measurement guidance for debt issuance costs are not affected by the amended guidance. In August 2015, a clarification was added to this amended guidance that debt issuance costs related to line-of-credit arrangements can continue to be deferred and presented as an asset on the balance sheet. The amended guidance will become effective for us commencing in the first quarter of 2017.  Early adoption is permitted.  We do not expect the adoption of this amended guidance to have a material effect on our consolidated financial statements.
Consolidation: In February 2015, amended guidance was issued for consolidating legal entities in which a reporting entity holds a variable interest.  The amended guidance modifies the evaluation of whether limited partnerships and similar legal entities are VIEs and changes the consolidation analysis of reporting entities that are involved with VIEs that have fee arrangements and related party relationships. The amended guidance will become effective for us commencing in the first quarter of 2017.  Early adoption is permitted.  We do not expect the adoption of this amended guidance to have a material effect on our consolidated financial statements.
Revenue Recognition: In May 2014, amended guidance was issued for recognizing revenue from contracts with customers.  The amended guidance eliminates industry specific guidance and applies to all companies.  Revenues will be recognized when an entity satisfies a performance obligation by transferring control of a promised good or service to a customer in an amount that reflects the consideration to which the entity expects to be entitled for that good or service. Revenue from a contract that contains multiple performance obligations is allocated to each performance obligation generally on a relative standalone selling price basis. The amended guidance also requires additional quantitative and qualitative disclosures. In March 2016, amended guidance was issued to clarify implementation guidance on principal versus agent considerations. In April 2016, another amended guidance was issued to permit an entity, as an accounting policy election, to account for shipping and handling activities that occur after the customer has obtained control of a good as an activity to fulfill the promise to transfer the good. The April 2016 amendment also provided clarifications on determining whether a promised license provides a customer with a right to use or a right to access an entity’s intellectual property. These amended standards are all effective for us commencing in the first quarter of 2019 and allow for either full retrospective adoption or modified retrospective adoption. Early adoption is permitted but not prior to our first quarter of 2018. We are currently evaluating the impact of this amended guidance on our consolidated financial statements.

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FINANCIAL NOTES (Continued)

2.Goodwill Impairment Charges
We evaluate goodwill for impairment on an annual basis as of January 1 each year and at an interim date, if indicators of potential impairment exist. Goodwill impairment testing is conducted at the reporting unit level, which is generally defined as an operating segment or one level below an operating segment (also known as a component), for which discrete financial information is available and segment management regularly reviews the operating results of that reporting unit.
The fair value of the reporting unit was determined using a combination of an income approach based on a DCF model and a market approach based on appropriate valuation multiples observed for the reporting unit’s guideline public companies. Fair value estimates result from a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions that have been deemed reasonable by management as of the measurement date. Any material changes in key assumptions, including failure to improve operations of certain retail pharmacy stores, additional government reimbursement reductions, deterioration in the financial markets, an increase in interest rates or an increase in the cost of equity financing by market participants within the industry, or other unanticipated events and circumstances, may affect such estimates. The discount rates are the weighted average cost of capital measuring the reporting unit’s cost of debt and equity financing weighted by the percentage of debt and percentage of equity in a company’s target capital. The unsystematic risk premium is an input factor used in calculating discount rate that specifically addresses uncertainty related to the reporting unit’s future cash flow projections. Fair value assessments of the reporting unit are considered a Level 3 measurement due to the significance of unobservable inputs developed using company specific information.

In 2019, we recorded total non-cash pre-tax goodwill impairment charges of $1,776 million ($1,756 million after-tax) for our two reporting units in our European Pharmaceutical Solutions segment. In 2018, we recorded non-cash goodwill impairment charges of $1,283 million (pre-tax and after-tax) in our European Pharmaceutical Solutions segment and $455 million (pre-tax and after-tax) for our Rexall Health reporting unit included in Other. In 2017, we recorded a non-cash pre-tax goodwill impairment charge of $290 million ($282 million after-tax) for our Enterprise Information Solutions (“EIS”) reporting unit included in Other. These charges were recorded under the caption, “Goodwill Impairment Charges” within operating expenses in the accompanying consolidated statements of operations. Most of the goodwill impairment for these reporting units were generally not deductible for income tax purposes.
McKesson Europe:
Fiscal 2019
In 2019, we recorded total non-cash pre-tax charges of $1,776 million ($1,756 million after-tax) to impair the carrying value of goodwill for our Consumer Solutions (“CS”) and Pharmacy Solutions (“PS”) reporting units in our European Pharmaceutical Solutions segment.
Prior to implementing the new segment reporting structure in the first quarter of 2019, our European operations were considered a single reporting unit. Following the change in reportable segments, our European Pharmaceutical Solutions segment was split into two distinct reporting units, CS and PS, for the purposes of goodwill impairment testing. As a result, we were required to perform a goodwill impairment test for these two new reporting units upon the change in reportable segment. Consequently, we recorded a non-cash goodwill impairment charge of $238 million (pre-tax and after-tax) in the first quarter of 2019 because the estimated fair value of the PS reporting unit was determined to be lower than its reassigned carrying value.
In the first quarter of 2019, both CS and PS reporting units projected a decline in the estimated future cash flows primarily triggered by additional U.K. government actions which were announced on June 29, 2018. Accordingly, we performed an interim goodwill impairment test for these reporting units. As a result, we determined that the carrying values of these reporting units exceeded their estimated fair value and recorded non-cash goodwill impairment charges of $332 million (pre-tax and after-tax) primarily for our CS reporting unit. The discount rate and terminal growth rate used for the CS reporting unit in the first quarter 2019 impairment test were 8.5% and 1.25%. The discount rate and terminal growth rate used for the PS reporting unit in the first quarter 2019 impairment test were 8.0% and 1.25%.

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In the fourth quarter of 2019, as a result of our annual goodwill impairment test, we determined that the carrying values of our CS and PS reporting units exceeded their estimated fair value and recorded non-cash charges of $465 million ($445 million after-tax) for the CS reporting unit and $741 million (pre-tax and after-tax) for the PS reporting unit. The additional impairments were primarily due to declines in the reporting units’ estimated future cash flows and the selection of higher discount rates. The declines in estimated future cash flows were primarily attributed to additional government reimbursement reductions and competitive pressures within the U.K. The risk of successfully achieving certain business initiatives was the primary factor in the use of a higher discount rate. The discount rate and terminal growth rate used for the CS reporting unit in our 2019 annual impairment test were 10.0% and 1.25%. The discount rate and terminal growth rate used for the PS reporting unit in our 2019 annual impairment test were 9.0% and 1.25%. At March 31, 2019, both CS and PS reporting units had no remaining goodwill balances.

Fiscal 2018

In 2018, we recorded total non-cash charges of $1,283 million (pre-tax and after-tax) to impair the carrying value of goodwill within our European Pharmaceutical Solutions segment.

During the second quarter of 2018, our former McKesson Europe reporting unit projected a decline in its estimated future cash flows primarily triggered by government reimbursement reductions in their retail business in the U.K. Accordingly, we performed an interim one-step goodwill impairment test in accordance with the amended goodwill guidance for this reporting unit prior to our annual impairment test. As a result of the interim impairment test, we determined that the carrying value of this reporting unit exceeded its estimated fair value and recorded a non-cash charge of $350 million (pre-tax and after-tax) to impair the carrying value of this reporting unit’s goodwill. The discount rate and terminal growth rate used in our 2018 second quarter impairment test were 7.5% and 1.25% compared to 7.0% and 1.5% in our 2017 annual impairment test.

Additionally, as a result of our 2018 annual impairment test, we determined that the carrying value of the former McKesson Europe reporting unit further exceeded its estimated fair value and recorded a non-cash goodwill impairment charge of $933 million (pre-tax and after-tax) in the fourth quarter of 2018. This reporting unit had a further decline in its estimated future cash flows driven by weakening script growth outlook in our U.K. business and by a more competitive environment in France during the fourth quarter of 2018. The discount rate and terminal growth rate used in our 2018 annual impairment test were 8.0% and 1.25%.

Rexall Health:

Fiscal 2018

In 2018, as a result of our 2018 annual impairment test, we determined that the carrying value of our Rexall Health reporting unit within Other exceeded its estimated fair value and recorded a non-cash goodwill impairment charge of $455 million (pre-tax and after-tax). The impairment was the result of a decline in estimated future cash flows primarily driven by significant generics reimbursement reductions across Canada and minimum wage increases in multiple provinces which can only be partially mitigated through the business’ cost saving efforts. The discount rate and terminal growth rate used in our impairment testing for this reporting unit were 10.0% and 2.0%. At March 31, 2019 and 2018, the Rexall Health reporting unit had no remaining goodwill related to our acquisition of Rexall Health.

Enterprise Information Solutions:

Fiscal 2017

In conjunction with the 2017 Healthcare Technology Net Asset Exchange, we evaluated strategic options for our EIS business, which was a reporting unit within Other. In 2017, we recorded a non-cash pre-tax charge of $290 million ($282 million after-tax) to impair the carrying value of this reporting unit’s goodwill. The impairment primarily resulted from a decline in estimated cash flows. The amount of goodwill impairment for the EIS reporting unit was determined under the former accounting guidance on goodwill impairment testing, and computed as the excess of the carrying value of the reporting unit’s goodwill over its implied fair value of its goodwill.

Refer to Financial Note 21, “Fair Value Measurements,” for more information on this nonrecurring fair value measurement.

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3.Restructuring and Asset Impairment Charges
We recorded pre-tax restructuring and asset impairment charges of $597 million, $567 million and $18 million in 2019, 2018 and 2017. These charges are included under the caption, “Restructuring and Asset Impairment Charges” within operating expenses in the accompanying consolidated statements of operations.
Fiscal 2019 Initiatives
On April 25, 2018, the Company announced a strategic growth initiative intended to drive long-term incremental profit growth and increase operational efficiency. The initiative consists of multiple growth priorities and plans to optimize the Company’s operating models and cost structures primarily through the centralization and outsourcing of certain administrative functions and cost management.

As part of the growth initiative, we committed to implement certain actions including a reduction in workforce, facility consolidation and store closures. We expect to record total pre-tax charges of approximately $140 million to $180 million, of which we recorded pre-tax charges of $135 million ($122 million after-tax) in 2019. This set of the initiatives will be substantially completed by the end of 2020. Estimated remaining charges primarily consist of exit-related costs including contract termination costs.

As previously announced on November 30, 2018, the Company relocated its corporate headquarters from San Francisco, California to Irving, Texas to improve efficiency, collaboration and cost competitiveness, effective April 1, 2019. We anticipate that the relocation will be completed by January 2021. We expect to record total pre-tax charges of approximately $80 million to $130 million and for 2019 recorded pre-tax charges of $33 million ($24 million after-tax) primarily representing employee severance. Estimated remaining charges primarily consist of lease and other exit-related costs, employee retention and relocation expenses.

During the fourth quarter of 2019, the Company committed to additional programs to continue our operating model and cost optimization efforts. We continue to implement centralization of certain functions and outsourcing through the expanded arrangement with a third-party vendor to achieve operational efficiency. The programs also include reorganization and consolidation of our business operations and related headcount reductions as well as the further closures of retail pharmacy stores in Europe and facilities. We expect to incur total pre-tax charges of approximately $300 million to $350 million for these programs, which are expected to be completed by the end of 2021. In 2019, pre-tax charges of $163 million ($127 million after-tax) were recorded, which primarily represent employee severance and accelerated depreciation expense. Estimated remaining charges primarily consist of facility and other exit costs and employee-related costs.

Restructuring charges for the fiscal 2019 initiatives for the year ended March 31, 2019 consisted of the following:
 Year Ended March 31, 2019
(In millions)U.S. Pharmaceutical and Specialty Solutions European Pharmaceutical Solutions Medical-Surgical Solutions Other Corporate Total
Severance and employee-related costs, net$50
 $33
 $19
 $16
 $36
 $154
Exit and other-related costs (1)
7
 3
 20
 57
 57
 144
Asset impairments and accelerated depreciation6
 5
 3
 18
 1
 33
Total$63
 $41
 $42
 $91
 $94
 $331
(1)    Exit and other-related costs primarily include lease and other contract exit costs associated with closures of facilities and retail pharmacy stores as well as project consulting fees.

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FINANCIAL NOTES (Continued)

The following table summarizes the activity related to the restructuring liabilities associated with the fiscal 2019 initiatives for the year ended March 31, 2019:
(In millions)U.S. Pharmaceutical and Specialty Solutions European Pharmaceutical Solutions Medical-Surgical Solutions Other Corporate Total
Balance, March 31, 2018$
 $
 $
 $
 $
 $
Restructuring charges recognized63
 41
 42
 91
 94
 331
Non-cash charges(6) (5) (3) (18) (1) (33)
Cash payments(8) (5) (23) (52) (53) (141)
Other(18) 7
 (1) 8
 (3) (7)
Balance, March 31, 2019 (1)
$31
 $38
 $15
 $29
 $37
 $150
(1)As of March 31, 2019, the total reserve balance was $150 million of which $117 million was recorded in other accrued liabilities and $33 million was recorded in other noncurrent liabilities.

Fiscal 2018 McKesson Europe Plan
In the second quarter of 2018, we committed to a restructuring plan, which primarily consists of the closures of underperforming retail pharmacy stores in the U.K. and a reduction in workforce. Under this plan, we expect to record total pre-tax charges of approximately $90 million to $130 million for our European Pharmaceutical Solutions segment, of which $92 million of pre-tax charges were recorded to date. The plan will be substantially completed by 2020. In 2019 and 2018, we recorded pre-tax charges of $18 million ($16 million after-tax) and $74 million ($67 million after-tax) in operating expenses primarily representing employee severance and lease exit costs. We made cash payments of $32 million and $10 million during 2019 and 2018, primarily related to severance. The reserve balances as of March 31, 2019 and 2018 were $19 million and $42 million, recorded in other accrued liabilities in our consolidated balance sheets. Estimated remaining restructuring charges primarily consist of lease termination and other exit costs.
Fiscal 2016 Cost Alignment Plan
On March 14, 2016, we committed to a restructuring plan to lower our operating costs (the “Cost Alignment Plan”). The Cost Alignment Plan primarily consists of a reduction in workforce, and business process initiatives. We expected to record total pre-tax charges of approximately $250 million to $270 million, of which $256 million of pre-tax charges were recorded to date.
There were no material restructuring charges recorded during 2019, 2018 and 2017. We made cash payments of $18 million and $45 million during 2019 and 2018, primarily related to severance. The reserve balances as of March 31, 2019 and 2018 were $9 million and $39 million, recorded in other accrued liabilities, and $25 million and $30 million recorded in other noncurrent liabilities in our consolidated balance sheets. Estimated remaining restructuring charges primarily consist of exit-related activities for our European Pharmaceutical Solutions segment.

Other plans

There were no material restructuring charges for other plans recorded during 2019, 2018 and 2017.


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Long-Lived Asset Impairments
McKesson Europe

In 2019, we recorded non-cash pre-tax charges of $210 million ($172 million after-tax) to impair the carrying value of certain long-lived assets (primarily pharmacy licenses) for our U.K. retail business primarily driven by government reimbursement reductions and competitive pressures in the U.K. In 2018, we recorded non-cash pre-tax charges of $446 million ($410 million after-tax) to impair the carrying value of certain intangible assets (primarily customer relationships and pharmacy licenses), store assets and capitalized software assets due to continuing declines in estimated future cash flows in our European businesses including consideration of significant government reimbursement reductions in our U.K. retail business. In 2019 and 2018, we used an income approach (DCF method) or a combination of an income approach and a market approach to estimate the fair value of the long-lived assets. The fair value of the intangible assets is considered a Level 3 fair value measurement due to the significance of unobservable inputs developed using company specific information.

Rexall Health

In 2019 and 2018, we recorded non-cash charges of $35 million and $33 million (pre-tax and after-tax) to impair certain intangible assets (primarily customer relationships) for our Rexall Health retail business. The impairments were primarily the results of the decline in estimated future cash flows for this business. The estimated cash flow projections were negatively affected by lower projected overall growth rate resulting from the ongoing impact of government regulations in 2019 and significant generics reimbursement reductions across Canada and minimum wage increases in multiple provinces in 2018. We utilized an income approach (DCF method) for estimating the fair value of long-lived assets. The fair value of the intangible assets is considered a Level 3 fair value measurement due to the significance of unobservable inputs developed using company specific information.

There were no material impairments of long-lived assets in 2017.
4.Business Combinations
Acquisition of Celesio AG2019 Acquisitions
Medical Specialties Distributors LLC (“MSD”)
On February 6, 2014,June 1, 2018, we completed our acquisition of MSD for the net purchase consideration of $784 million, which was funded from cash on hand. MSD is a leading national distributor of infusion and medical-surgical supplies as well as a provider of biomedical services to alternate site and home health providers. The financial results of MSD have been included in our consolidated statements of operations within our Medical-Surgical Solutions segment since the acquisition of 77.6% of the then outstanding common shares of Celesio and certain convertible bonds of Celesio for cash consideration of $4.5 billion, net of cash acquired (the “Acquisition”). Upon the acquisition, our ownership of Celesio’s fully diluted common shares was 75.6% and, as required, we consolidated Celesio’s debt with adate.
The adjusted provisional fair value of $2.3assets acquired and liabilities assumed as of the acquisition date, excluding goodwill and intangibles, were $240 million and $163 million. Approximately $381 million of the adjusted preliminary purchase price allocation has been assigned to goodwill, which reflects the expected future benefits from certain synergies and intangible assets that do not qualify for separate recognition. The adjusted preliminary purchase price allocation includes acquired identifiable intangibles of $326 million primarily representing customer relationships with a weighted average life of 18 years. These amounts are provisional within the measurement period and subject to change as our fair value assessments are finalized.

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FINANCIAL NOTES (Continued)

The following table summarizes the preliminary recording of the fair value of the assets acquired and liabilities assumed for this acquisition as of the acquisition date.
(In millions)Amounts Recognized as of Acquisition Date (Provisional As Adjusted)
Receivables$113
Other current assets, net of cash and cash equivalents acquired72
Goodwill381
Intangible assets326
Other long-term assets55
Current liabilities(72)
Other long-term liabilities(91)
Net assets acquired, net of cash and cash equivalents$784
2018 Acquisitions

RxCrossroads
On January 2, 2018, we completed our acquisition of RxCrossroads for the net purchase consideration of $720 million, which was funded from cash on hand. The financial results of RxCrossroads have been included in the consolidated statements of operations within our U.S. Pharmaceutical and Specialty Solutions segment since the acquisition date.
The fair value of assets acquired and liabilities assumed as of the acquisition date were finalized upon completion of the measurement period. As of December 31, 2018, the final amounts of fair value recognized for assets acquired and liabilities assumed as of the acquisition date, excluding goodwill and intangibles, were $129 million and $57 million. Approximately $386 million of the final purchase price allocation was assigned to goodwill, which reflects the expected future benefits from certain synergies and intangible assets that do not qualify for separate recognition. The final purchase price allocation included acquired identifiable intangibles of $262 million primarily representing customer relationships and trade names with a weighted average life of 14 years.
CoverMyMeds LLC (“CMM”)
On April 3, 2017, we completed our acquisition of CMM for the net purchase consideration of $1.3 billion, which was funded from cash on hand. The fair value of assets acquired and liabilities assumed as of the acquisition date were finalized upon completion of the measurement period in April 2018. The financial results of CMM have been included in our consolidated statements of operations within Other since the acquisition date.
Pursuant to the agreement, McKesson may pay up to an additional $160 million of contingent consideration based on CMM’s financial performance for 2018 and 2019. As a result, we recorded a liability for this remaining contingent consideration at its estimated fair value of $113 million as of the acquisition date on our consolidated balance sheet.  The Acquisitioncontingent consideration was initially funded by utilizingestimated using a senior bridge loan, our existing accounts receivable sales facility and cash on hand. Celesio is an international wholesale and retail company and a provider of logistics and services to the pharmaceutical and healthcare sectors. Celesio’s headquarters is in Stuttgart, Germany and it operates in 14 countries around the world. The acquisition of Celesio expanded our global geographic area. Financial results for continuing operations of Celesio are included within our International pharmaceutical distribution and services business,Monte Carlo simulation, which is part of our Distribution Solutions segment, since the date of Acquisition.
From February 7, 2014 through March 31, 2014, substantially all of the convertible bonds issued by Celesio (held by both third parties and us) were converted into an additional 20.9 million common shares of Celesio and approximately $30 million in cash. At March 31, 2014, we owned approximately 75.4% of Celesio’s outstanding and fully diluted common shares.
Included in the purchase price allocation were acquired identifiable intangibles of $2.3 billion, the fair value of which was primarily determined by applying the income approach using unobservable inputs for projected cash flows and discount rates. These inputs are consideredutilized Level 3 under the fair value measurements and disclosure guidance. The fair value of the debt acquired was determined by quoted market prices in a less active market and other observable inputs from available market information, which are considered to be Level 2 inputs under the fair value measurementsmeasurement and disclosure guidance.guidance, including estimated financial forecasts. The contingent liability was re-measured at fair value at each reporting date until the liability is extinguished with changes in fair value being recorded in our consolidated statements of operations. The initial fair value of this contingent consideration was a non-cash investing activity. In May 2018, we made a cash payment of $68 million representing the contingent consideration for 2018. As of March 31, 2019 and 2018, the related liability was $69 million and $124 million.

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FINANCIAL NOTES (Continued)

Other
During 2018, we also completed our acquisitions of intraFUSION, Inc. (“intraFUSION”), BDI Pharma, LLC (“BDI”) and Uniprix Group (“Uniprix”) for net cash consideration of $485 million, which was funded from cash on hand. The fair value of assets acquired and liabilities assumed of intraFUSION, BDI and Uniprix as of the noncontrolling interestsacquisition dates were finalized upon completion of the measurement period. As of September 30, 2018, the final amounts of fair value recognized for the Celesio common shares thatassets acquired and liabilities assumed for these acquisitions as of the acquisition dates, excluding goodwill and intangibles, were not acquired by McKesson was $1,505$292 million and was determined by a quoted market price that is considered to be a Level 1 input under the fair value measurements and disclosure guidance.
The excess$160 million. Approximately $246 million of the final purchase price and the noncontrolling interests over the fair value of the acquired net assets of $4.2 billion has been allocatedallocation was assigned to goodwill, which primarily reflects the expected future benefits of certain synergies and intangible assets that do not qualify for separate recognition. The final purchase price allocation included acquired identifiable intangibles of $118 million primarily representing customer relationships. The financial results of intraFUSION and BDI have been included within our U.S. Pharmaceutical and Specialty Solutions segment since the acquisition dates. The financial results of Uniprix have been included within Other since the acquisition date.
2017 Acquisitions
Rexall Health
In the third quarter of 2017, we completed our acquisition of Rexall Health which operated approximately 400 retail pharmacies in Canada, particularly in Ontario and Western Canada. The net cash purchase consideration of $2.9 billion Canadian dollars (approximately $2.1 billion) was funded from cash on hand. The measurement period to be realized upon integratingfinalize the business. Mostaccounting for this acquisition ended in the third quarter of 2018. As part of the goodwill is not expectedtransaction, McKesson agreed to be deductibledivest 27 local stores that the Competition Bureau of Canada identified during its review of the transaction. During 2018, we completed the sales of all 27 stores and received net cash proceeds of $116 million Canadian dollars (approximately $94 million) from a third-party buyer. We also received $147 million Canadian dollars (approximately $119 million) in cash from the third-party seller of Rexall Health as the settlement of the post-closing purchase price adjustment related to these store divestitures. No gain or loss was recognized from the sales of these stores. On May 23, 2018, as the result of resolving certain indemnity and other claims related to this acquisition, $125 million Canadian dollars (approximately $97 million) was released to us from an escrow account. The receipt of this cash was recorded as a settlement gain within operating expenses in our consolidated statement of operations in 2019.
Other
During 2017, we also completed our acquisitions of Vantage, Biologics, Inc. (“Biologics”) and UDG Healthcare PLC (“UDG”) for tax purposes.net cash consideration of $1.6 billion.
Refer to Financial Note 10, “Noncontrolling Interests and Redeemable Noncontrolling Interests” for information on the domination and profit and loss transfer agreement entered into between McKesson and Celesio during fiscal 2015.
Other Acquisitions
In July 2015, we entered into an agreement to purchase the pharmacy business of J Sainsbury Plc (“Sainsbury”) based in the United Kingdom (“U.K.”). Under the terms of the agreement, on February 29, 2016, we made an advance cash payment of $174 million representing the full purchase consideration, which is included in “Other Noncurrent Assets” within our consolidated balance sheet at March 31, 2016. The advance payment bears interest at an annual rate of 3.3%, compounded daily, from February 29, 2016 until the closing of the transaction. The interest will be paid to us in full on the closing date. The U.K. business is currently being reviewed by the U.K. Competition and Markets Authority (the “U.K. CMA”). We anticipate obtaining U.K. CMA clearance during the first quarter of 2017. Once completed, this acquisition will further enhance our retail pharmacy service capabilities in the U.K. Upon closing, the acquired Sainsbury business will be included in our International pharmaceutical distribution and services business within our Distribution Solutions segment.

In September 2015, we entered into an agreement to purchase the pharmaceutical distribution business of UDG Healthcare Plc (“UDG”) based in Ireland and the U.K. During the fourth quarter of 2016, we paid the net purchase consideration of $412 million into an escrow account, which is included in “Other Noncurrent Assets” within our consolidated balance sheet at March 31, 2016. The acquisition was completed on April 1, 2016. The acquired UDG business primarily provides pharmaceutical and other healthcare products to retail and hospital pharmacies.  The acquisition of UDG will expand our offerings and strengthen our market position in Ireland and the U.K. The U.K. business is currently being reviewed by the U.K. CMA and as a result, we have limited control over this portion of the acquired business. We anticipate obtaining U.K. CMA clearance during the second half of 2017. Upon closing, financial results for this acquisition will be included in our International pharmaceutical distribution and services business within our Distribution Solutions segment.


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FINANCIAL NOTES (Continued)

On April 1, 2016, we acquired Vantage Oncology Holdings LLC (“Vantage”), which is headquartered in Manhattan Beach, California.  Vantage provides comprehensive oncology management services, including radiation oncology, medical oncology, and other integrated cancer care services, through over 51 cancer treatment facilities in 13 states. The net purchase consideration of $527 million was paid into an escrow account prior to year end, and is included in “Other Noncurrent Assets” within our consolidated balance sheet at March 31, 2016. Also on April 1, 2016, we acquired Biologics, Inc. (“Biologics”) for gross purchase consideration of $700 million, which was funded from cash on hand. Biologics is the largest independent oncology-focused specialty pharmacy in the U.S., which is headquartered in Cary, North Carolina. The financial results of Vantage and Biologics will be included within our Distribution Solutions segment from the date of acquisition. These acquisitions will collectively enhance our specialty pharmaceutical distribution scale and oncology-focused pharmacy offerings, solutions for manufacturers and payers, and expand the scope of our community-based oncology and practice management services.

In March 2016, we entered into an agreement to purchase Rexall Health from Katz Group for $3 billion Canadian dollars (or, approximately $2.3 billion U.S. dollars using the currency exchange ratio of 0.77 Canadian dollar to 1 U.S. dollar as of March 31, 2016). Rexall Health, which operates approximately 470 retail pharmacies in Canada, particularly in Ontario and Western Canada, will enhance our Canadian pharmaceutical supply chain. The acquisition is subject to regulatory approval and expected to close during the second half of calendar year 2016. Upon closing, the acquired business will be included within our Distribution Solutions segment.

During the last three years presented, we also completed a number of other small acquisitions within all of our Distribution Solutions segment.operating segments. Financial results for our business acquisitions have been included in our consolidated financial statements since their respective acquisition dates. Purchase prices for our business acquisitions have been allocated based on estimated fair values at the date of acquisition.
Goodwill recognized for our business acquisitions is generally not expected to be deductible for tax purposes. However, if we acquire the assets of a company, the goodwill may be deductible for tax purposes.

5.Healthcare Technology Net Asset Exchange
3. Restructuring
On March 14, 2016, we committed to a restructuring plan to lower our operating costs (the “Cost Alignment Plan”). The Cost Alignment Plan primarily consists of a reduction in workforce, and business process initiatives that will be substantially implemented prior to the end of 2019. Business process initiatives primarily include plans to reduce operating costs of our distribution and pharmacy operations, administrative support functions, and technology platforms, as well as the disposal and abandonment of certain non-core businesses. As a result of the Cost Alignment Plan, we expect to record total pre-tax charges of approximately $270 million to $290 million, of which $229 million of pre-tax charges were recorded duringIn the fourth quarter of 2016. Estimated2017, we contributed the majority of our McKesson Technology Solutions businesses (“Core MTS Business”) to the newly formed joint venture, Change Healthcare, under the terms of a contribution agreement previously entered into between McKesson and Change Healthcare Inc. (“Change”, formerly known as Change Healthcare Holdings, Inc.) and others including shareholders of Change. In exchange for the contribution, we own 70% of the joint venture with the remaining charges primarily consistequity ownership held by shareholders of exit-related costsChange. The joint venture is jointly governed by us and accelerated depreciation and amortization, which are largely attributed to our Distribution Solutions segment.

shareholders of Change
.

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FINANCIAL NOTES (Continued)

Restructuring charges for our Cost Alignment Plan duringChange Healthcare Inc., the fourth quarter of 2016 consistedentity that owns 30% of the following:
(In millions)Distribution Solutions Technology Solutions Corporate Total
Severance and employee-related costs, net (1)
$147
 $44
 $16
 $207
Exit-related costs3
 1
 1
 5
Asset impairments and accelerated depreciation and amortization (2)
11
 6
 
 17
Total$161
 $51
 $17
 $229
        
Cost of Sales$5
 $21
 $
 $26
Operating Expenses156
 30
 17
 203
Total$161
 $51
 $17
 $229

(1)Severance and employee-related costs, net, include charges of $117 million and $90 million, for a total of $207 million,  for a reduction in workforce and business process initiatives.
(2)Asset impairments and accelerated depreciation and amortization charges primarily include impairments for capitalized software projects and software licenses due to abandonments.

The following table summarizes the activity related to the restructuring liabilities associatedjoint venture, filed a registration statement with the Cost Alignment PlanSecurities and Exchange Commission on March 15, 2019 and amended on April 5, 2019 regarding its intent to pursue an initial public offering.
Gain from Healthcare TechnologyNet Asset Exchange
We accounted for this transaction as a sale of the quarterCore MTS Business and year ended March 31, 2016:
  Quarter and Year Ended March 31, 2016  
(In millions) Balance March 31, 2015 Net restructuring charges recognized Non-cash charges Cash Payments Other 
Balance March 31, 2016 (1)
2016 Cost Alignment Plan            
Distribution Solutions $
 $161
 $(4) $(1) $
 $156
Technology Solutions 
 51
 (3) 
 (3) 45
Corporate 
 17
 5
 
 (1) 21
Total 2016 Cost Alignment Plan $
 $229
 $(2) $(1) $(4) $222

(1)The reserve balances as of March 31, 2016 include $172 million recorded in other accrued liabilities and $50 million recorded in other noncurrent liabilities in our consolidated balance sheet.

4.Asset Impairments and Product Alignment Charges
In 2014, we recorded pre-tax charges totaling $57 million in our Technology Solutions segment. These charges primarily consista subsequent purchase of $35 million of product alignment charges, $15 million of integration-related expenses and $7 million of reduction-in-workforce severance charges. Includeda 70% interest in the total charge was $35 million for severance for employees primarilynewly formed joint venture. Accordingly, in our research and development, customer services and sales functions, and $15 million for asset impairments which primarily represents2017, we deconsolidated the write-off of deferred costs related to a product that will no longer be developed. Charges were recorded in our consolidated statement of operations as follows: $34 million in cost of sales and $23 million in operating expenses.
5.Divestiture of Businesses
During the second quarter of 2016, we sold our ZEE Medical business within our Distribution Solutions segment for total proceeds of $134 millionCore MTS Business and recorded a pre-tax gain of $52 million ($29 million after-tax) from this sale.

During the first quarter$3.9 billion (after-tax gain of 2016,$3.0 billion) in operating expenses. Additionally, in 2018, we also sold our nurse triage business within our Technology Solutions segment for net sale proceeds of $84 million and recorded a pre-tax gain of $51$37 million (after-tax gain of $22 million) in operating expenses upon the finalization of net working capital and other adjustments. During 2018, we received $126 million in cash from Change Healthcare representing the final settlement of the net working capital and other adjustments.
Equity Method Investment in Change Healthcare
Our investment in the joint venture is accounted for using the equity method of accounting on a one-month reporting lag. We recorded our proportionate share of loss from Change Healthcare of $194 million and $248 million in 2019 and 2018, which included transaction and integration expenses incurred by the joint venture and basis differences between the joint venture and McKesson including amortization of fair value adjustments primarily representing incremental intangible amortization and removal of profit associated with the recognition of deferred revenue. The proportionate share of loss from Change Healthcare recorded in 2018, was partially offset by a provisional tax benefit of $76 million recognized by Change Healthcare primarily due to a reduction in the future applicable tax rate related to the December 2017 enactment of the 2017 Tax Act. These amounts were recorded under the caption, “Loss from Equity Method Investment in Change Healthcare,” in our consolidated statement of operations.
At March 31, 2019 and 2018, our carrying value of this equity method investment was $3,513 million and $3,728 million, which exceeded our proportionate share of the joint venture’s book value of net assets by approximately $4,158 million and $4,472 million, primarily reflecting equity method intangible assets and goodwill.
Related Party Transactions
In connection with the transaction, McKesson, Change Healthcare and certain shareholders of Change entered into various ancillary agreements, including transition services agreements (“TSA”), a transaction and advisory fee agreement (“Advisory Agreement”) and certain other commercial agreements. Fees incurred or earned from Advisory Agreement were not material for 2019 and 2018. Fees incurred or earned from TSA were $60 million in 2019, $91 million in 2018 and not material in 2017. Transition service fees are included within operating expenses in our consolidated statements of operations. Revenues recognized and expenses incurred under commercial arrangements with Change Healthcare were not material during 2019, 2018 and 2017. At March 31, 2019 and 2018, receivables due from the joint venture were not material.
Tax Receivable Agreement

In connection with the net asset exchange transaction, we also entered into a tax receivable agreement (“TRA”) with the shareholders of Change. At March 31, 2018, we had a $90 million noncurrent liability payable to the shareholders of Change. During 2019, we renegotiated the terms of the TRA which resulted in the extinguishment and derecognition of the $90 million noncurrent liability.  In exchange for the shareholders of Change agreeing to extinguish the liability, we agreed to an allocation of certain tax amortization that had the effect of reducing the amount of a distribution from the Change Healthcare joint venture that would otherwise have been required to be made to the shareholders of Change.  As a result of the renegotiation, McKesson was relieved from any potential future obligations associated with the noncurrent liability and recognized a pre-tax credit of $90 million ($3866 million after-tax) fromin operating expenses in the sale.

accompanying consolidated statement of operations in 2019.  We had no outstanding payable balance to the shareholders of Change at March 31, 2019.

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FINANCIAL NOTES (Continued)

6.Divestitures
Fiscal 2019

Equity Investment

In November 2018, we divested all of our ownership interest in an equity investment included in Other for proceeds of approximately $61 million. As a result, we recorded a pre-tax gain of $56 million ($41 million after-tax) in the third quarter of 2019. The gain is included within other income, net, in our consolidated statement of operations. Under the terms of agreements entered into for this transaction, we elected to receive cash consideration of $23 million and concurrently contribute $38 million of the proceeds to obtain an equity interest in a newly formed entity.

Fiscal 2018

Enterprise Information Solutions

On August 1, 2017, we entered into an agreement with a third party to sell our EIS business included in Other for $185 million, subject to adjustments for net debt and working capital. On October 2, 2017, the transaction closed upon satisfaction of all closing conditions including the termination of the waiting period under U.S. antitrust laws. We received net cash proceeds of $169 million after $16 million of assumed net debt by the third party. We recognized a pre-tax gain of $109 million ($30 million after-tax) upon the disposition of this business in the third quarter of 2018 within operating expenses.

Equity Investment

On July 18, 2017, we completed the sale of an equity investment included in our U.S. Pharmaceutical and Specialty Solutions segment to a third party for total cash proceeds of $42 million and recorded a pre-tax gain of $43 million ($26 million after-tax) within other income, net, in the second quarter of 2018.

Fiscal 2017

There were no material divestitures in 2017.

These divestitures did not meet the criteria to qualifybe reported as discontinued operations under the amended accounting guidance, which became effective for us in the first quarter of 2016.since they did not constitute a significant strategic business shift.  Accordingly, pre-tax gains from both2019 and 2018 divestitures were recorded in operating expenses within continuing operations of our consolidated statements of operations. PrePre- and after-tax income of thesedivested businesses were not material for the year ended March 31, 2016.

2019 and 2018.
6.7.Discontinued Operations
On May 31, 2016, we completed the sale of our Brazilian pharmaceutical distribution business and recognized an after-tax loss of $113 million within discontinued operations in 2017 primarily for the settlement of certain indemnification matters as well as the release of the cumulative translation losses. We made a payment of approximately $100 million related to the sale of this business.

The results of discontinued operations for the years ended March 31, 2019, 2018 and 2017 were not material except for the loss recognized upon the disposition of our Brazilian business in 2017. As of March 31, 2019 and 2018, the carrying amounts of total assets and liabilities of discontinued operations were not material.
8.Share-Based Compensation
We provide share-based compensation to our employees, officers and non-employee directors, including stock options, an employee stock purchase plan (“ESPP”), restricted stock units (“RSUs”), performance-based restricted stock units (“PeRSUs”) and performance-based stock units ("PSUs", formerly referred to as total shareholder return units (“TSRUs”or “TSRUs”) (collectively, “share-based awards”). Most of our share-based awards are granted in the first quarter of each fiscal year.

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FINANCIAL NOTES (Continued)

Compensation expense for the share-based awards is recognized for the portion of awards ultimately expected to vest. We estimate the number of share-based awards that will ultimately vest primarily based on historical experience. The estimated forfeiture rate established upon grant is re-assessed throughout the requisite service period and is adjusted when actual forfeitures occur. The actual forfeitures in future reporting periods could be higher or lower than current estimates.
The compensation expense recognized has been classified in the consolidated statements of operations or capitalized in the consolidated balance sheets in the same manner as cash compensation paid to our employees. There was no materialNo share-based compensation expenseexpenses were capitalized as part of the cost of an asset in 2016, 20152019, and 2014.no material amounts were capitalized in 2018 and 2017.

Impact on Net Income
The components of share-based compensation expense and related tax benefits are as follows:
Years Ended March 31,Years Ended March 31,
(In millions)2016 2015 20142019 2018 2017
Restricted stock unit awards (1)
$88
 $137
 $126
$75
 $46
 $79
Stock options22
 24
 22
12
 14
 24
Employee stock purchase plan13
 13
 12
8
 9
 12
Share-based compensation expense (2)
123
 174
 160
95
 69
 115
Tax benefit for share-based compensation expense (3)(2)
(41) (61) (55)(12) (28) (92)
Share-based compensation expense, net of tax$82
 $113
 $105
$83
 $41
 $23
(1)Includes compensation expense recognized for RSUs, PeRSUs and TSRUs. Our TSRUs were awarded beginning in 2015.PSUs.
(2)
2016 includes non-cash credits of $14 million representing the reversal of previously recognized share-based compensation, which was recorded due to employee terminations associated with the March 2016 restructuring plan.
(3)Income tax benefit is computed using the tax rates of applicable tax jurisdictions. Additionally, a portion of pre-tax compensation expense is not tax-deductible. Income tax expense for 2019 included discrete income tax expense of $4 million, 2018 and 2017 included discrete income tax benefits of $8 million and $54 million related to the adoption of the amended accounting guidance on share-based compensation.
Stock Plans
In July 2013, our stockholders approved the 2013 Stock Plan to replace the 2005 Stock Plan. These stock plans provide our employees, officers and non-employee directors the opportunity to receive equity-based, long-term incentives in the form of stock options, restricted stock, RSUs, PeRSUs, TSRUsPSUs and other share-based awards. The 2013 Stock Plan reserves 30 million shares plus the remaining number of shares reserved but unused under the 2005 Stock Plan. As of March 31, 20162019, 2925 million shares remain available for future grant under the 2013 Stock Plan.
Stock Options
Stock options are granted with an exercise price at no less than the fair market value and those options granted under the stock plans generally have a contractual term of seven years and follow a four-year year vesting schedule.

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FINANCIAL NOTES (Continued)

Compensation expense for stock options is recognized on a straight-line basis over the requisite service period and is based on the grant-date fair value for the portion of the awards that is ultimately expected to vest. We use the Black-Scholes options-pricing model to estimate the fair value of our stock options. Once the fair value of an employee stock option is determined, current accounting practices do not permit it to be changed, even if the estimates used are different from actual. The options-pricing model requires the use of various estimates and assumptions as follows:
Expected stock price volatility is based on a combination of historical volatility of our common stock and implied market volatility. We believe that this market-based input provides a reasonable estimate of our future stock price movements and is consistent with employee stock option valuation considerations.
Expected dividend yield is based on historical experience and investors’ current expectations.
The risk-free interest rate for periods within the expected life of the option is based on the constant maturity U.S. Treasury rate in effect at the time of grant.
Expected life of the options is based primarily on historical employee stock option exercises and other behavior data and reflects the impact of changes in contractual life of current option grants compared to our historical grants.
Weighted-average assumptions used to estimate the fair value of employee stock options were as follows:
Years Ended March 31,Years Ended March 31,
2016 2015 20142019 2018 2017
Expected stock price volatility21% 22% 22%26% 25% 21%
Expected dividend yield0.4% 0.6% 0.7%0.9% 0.8% 0.7%
Risk-free interest rate1.4% 1.3% 0.7%2.8% 1.7% 1.1%
Expected life (in years)4 4 44.6 4.5 4
The following is a summary of stock options outstanding at March 31, 20162019:
 Options Outstanding Options Exercisable  Options Outstanding Options Exercisable
Range of Exercise
Prices
Range of Exercise
Prices
 
Number of
Options
Outstanding
at Year End
(In millions)
 
Weighted-
Average
Remaining
Contractual
Life (Years)
 
Weighted-
Average
Exercise Price
 
Number of
Options
Exercisable at
Year End
(In millions)
 
Weighted-
Average
Exercise Price
Range of Exercise
Prices
 
Number of
Options
Outstanding
at Year End
(In millions)
 
Weighted-
Average
Remaining
Contractual
Life (Years)
 
Weighted-
Average
Exercise Price
 
Number of
Options
Exercisable at
Year End
(In millions)
 
Weighted-
Average
Exercise Price
$40.46
$140.19
 3 2 $83.62
 2 $78.01
87.24
$162.55
 1 4 $133.54
 1 $119.65
140.20
239.93
 1 6 206.58
  180.24
162.56162.56
239.93
 2 3 197.98
 1 199.08
   4   2      3   2  

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FINANCIAL NOTES (Continued)


The following table summarizes stock option activity during 20162019:
(In millions, except per share data)Shares 
Weighted-
Average
Exercise
Price
 
Weighted-
Average
Remaining
Contractual
Term (Years)
 
Aggregate
Intrinsic
Value (2)
Shares 
Weighted-
Average
Exercise
Price
 
Weighted-
Average
Remaining
Contractual
Term (Years)
 
Aggregate
Intrinsic
Value (2)
Outstanding, March 31, 20155 $95.01
 4 $539
Outstanding, March 31, 20183 $161.27
 4 $36
Granted1 236.77
  1 141.93
  
Cancelled(1) 149.19
   167.37
  
Exercised(1) 63.75
  (1) 86.65
  
Outstanding, March 31, 20164 $118.95
 3 $201
    
Outstanding, March 31, 20193 $166.72
 3 $4
Vested and expected to vest (1)
3 $118.21
 3 $200
3 $166.88
 3 $3
Vested and exercisable, March 31, 20162 85.15
 2 173
Vested and exercisable, March 31, 20192 167.27
 2 4
(1)The number of options expected to vest takes into account an estimate of expected forfeitures.
(2)The intrinsic value is calculated as the difference between the period-end market price of the Company’s common stock and the exercise price of “in-the-money” options.
The following table provides data related to stock option activity:
Years Ended March 31,Years Ended March 31,
(In millions, except per share data)2016 2015 20142019 2018 2017
Weighted-average grant date fair value per stock option$44.04
 $35.49
 $21.45
$34.98
 $34.24
 $32.19
Aggregate intrinsic value on exercise$107
 $153
 $144
$16
 $60
 $97
Cash received upon exercise$47
 $76
 $111
$29
 $77
 $54
Tax benefits realized related to exercise$42
 $60
 $55
$4
 $22
 $38
Total fair value of stock options vested$18
 $20
 $24
$16
 $20
 $18
Total compensation cost, net of estimated forfeitures, related to unvested stock options not yet recognized, pre-tax$20
 $22
 $29
$15
 $15
 $21
Weighted-average period in years over which stock option compensation cost is expected to be recognized2
 2
 1
2
 2
 2
Restricted Stock Unit Awards
RSUs, which entitle the holder to receive at the end of a vesting term a specified number of shares of the Company’s common stock, are accounted for at fair value at the date of grant. Total compensation expense for RSUs under our stock plans is determined by the product of the number of shares that are expected to vest and the grant date market price of the Company’s common stock. The Compensation Committee determines the vesting terms at the time of grant. These awards generally vest in three to four years. We recognize compensation expense for RSUs on a straight-line basis over the requisite service period.
Non-employee directors receive an annual grant of RSUs, which vest immediately and are expensed upon grant. The director may elect to receive the underlying shares immediately or defer receipt of the shares if they meet director stock ownership guidelines. The shares will be automatically deferred for those directors who do not meet the director stock ownership guidelines. At March 31, 2016,2019, approximately 146 thousand63,000 RSUs for our directors are vested.

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FINANCIAL NOTES (Continued)

PeRSUs are RSUsawards for which the number of RSUs awarded is conditional upon the attainment of one or more performance objectives over a specified period. Each year, the Compensation Committee approves the target number of PeRSUs representing the base number of awardsRSUs that could be grantedawarded if performance goals are attained. PeRSUs are accounted for as variable awards until the performance goals are reached at which time the grant date is established. Total compensation expense for PeRSUs is determined by the product of the number of shares eligible to be awarded and expected to vest, and the market price of the Company’s common stock, commencing at the inception of the requisite service period. During the performance period, the compensation expense for PeRSUs is re-computed using the market price and the performance modifier at the end of a reporting period. At the end of the performance period, if the goals are attained, the awards are granted and classified as RSUs and accounted for on that basis. We recognize compensation expense for these awards on a straight-line basis over the requisite aggregate service period of generally four years.
PSUs, formerly referred to as TSRUs, replaced PeRSUs for our executive officers beginning in 2015.are conditional upon the attainment of market and performance objectives over a specified period. The number of vested TSRUsPSUs is assessed at the end of a three-year performance period and is conditioned upon attainment of a total shareholder return metric relative to a peer group of companies.companies and meeting certain earnings per share targets, and for special PSUs granted in 2019 meeting certain cumulative operating profit metric. We use the Monte Carlo simulation model to measure the fair value of TSRUs. TSRUsthe total shareholder return portion of the PSUs. The earnings per share portion of the PSUs is measured at the grant date market price. PSUs have a requisite service period of approximately three years. Expense is attributed to the requisite service period on a straight-line basis based on the fair value of the TSRUs.PSUs, adjusted for the performance modifier at the end of each reporting period. For TSRUsPSUs that are designated as equity awards, the fair value is measured at the grant date. For TSRUsPSUs that are eligible for cash settlement and designated as liability awards, we measurere-measure the fair value at the end of each reporting period and also adjust a corresponding liability on our balance sheet for changes in fair value.

The weighted-average assumptions used to estimatein the fair value of TSRUsMonte Carlo valuations are as follows:
Years Ended March 31,Years Ended March 31,
2016 20152019 2018 2017
Expected stock price volatility18% 21%31% 29% 23%
Expected dividend yield0.4% 0.5%0.9% 0.8% 0.7%
Risk-free interest rate0.9% 0.7%2.6% 1.5% 1.1%
Expected life (in years)3 33 3 3

The following table summarizes activity for restricted stock unit award activityawards (RSUs, PeRSUs, and PSUs) during 2016:2019:
(In millions, except per share data)Shares 
Weighted-
Average
Grant Date Fair
Value Per Share
Shares 
Weighted-
Average
Grant Date Fair
Value Per Share
Nonvested, March 31, 20154 $129.57
Nonvested, March 31, 20182 $176.74
Granted1 240.35
1 143.94
Cancelled(1) 159.17
 147.88
Vested(1) 89.44
(1) 210.30
Nonvested, March 31, 20163 $176.59
Nonvested, March 31, 20192 $142.77
The following table provides data related to restricted stock unit award activity:
Years Ended March 31,Years Ended March 31,
(In millions)2016 2015 20142019 2018 2017
Total fair value of shares vested$104
 $126
 $184
$59
 $156
 $109
Total compensation cost, net of estimated forfeitures, related to nonvested restricted stock unit awards not yet recognized, pre-tax$144
 $206
 $236
$119
 $97
 $99
Weighted-average period in years over which restricted stock unit award cost is expected to be recognized2
 2
 2
2
 2
 2

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FINANCIAL NOTES (Continued)

Employee Stock Purchase Plan (“ESPP”)ESPP
The Company has an ESPP under which 21 million shares have been authorized for issuance. The ESPP allows eligible employees to purchase shares of our common stock through payroll deductions. The deductions occur over three-month purchase periods and the shares are then purchased at 85% of the market price at the end of each purchase period. Employees are allowed to terminate their participation in the ESPP at any time during the purchase period prior to the purchase of the shares. The 15% discount provided to employees on these shares is included in compensation expense. The shares related to funds outstanding at the end of a quarter are included in the calculation of diluted weighted average shares outstanding. These amounts have not been significant.significant for all the years presented. We recognize costs for employer matching contributions as ESPP expense over the relevant purchase period. Shares issued under the ESPP were not material in 20162019, 20152018, and 2014.2017. At March 31, 20162019, 43 million shares remain available for issuance.
7.9.Other Income, Net
Years Ended March 31,Years Ended March 31,
(In millions)201620152014201920182017
Interest income$18
 $20
 $16
$39
 $48
 $29
Equity in earnings, net (1)
15
 12
 
43
 32
 30
Other, net (1)
25
 31
 16
Gain from sale of equity investment (2)
56
 43
 
Other, net44
 7
 18
Total$58
 $63
 $32
$182
 $130
 $77
(1)Primarily recorded within our DistributionEuropean Pharmaceutical Solutions segment.
(2)Amount represented a pre-tax gain from the sale of an equity investment to a third party included in Other during 2019 and in our U.S. Pharmaceutical and Specialty Solutions segment during 2018.
8.10.Income Taxes
Years Ended March 31,Years Ended March 31,
(In millions)2016 2015 20142019 2018 2017
Income from continuing operations before income taxes          
U.S.$2,319
 $1,893
 $1,554
$1,512
 $1,175
 $5,772
Foreign931
 764
 617
(902) (936) 1,119
Total income from continuing operations before income taxes$3,250
 $2,657
 $2,171
$610
 $239
 $6,891
Income tax expense (benefit) related to continuing operations consists of the following:
Years Ended March 31,Years Ended March 31,
(In millions)2016 2015 20142019 2018 2017
Current          
Federal$658
 $453
 $484
$(20) $577
 $524
State96
 90
 64
35
 33
 86
Foreign90
 101
 193
152
 205
 122
Total current844
 644
 741
167
 815
 732
          
Deferred          
Federal95
 195
 24
223
 (767) 767
State42
 53
 10
44
 17
 164
Foreign(73) (77) (18)(78) (118) (49)
Total deferred64
 171
 16
189
 (868) 882
Income tax expense$908
 $815
 $757
Income tax expense (benefit)$356
 $(53) $1,614

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FINANCIAL NOTES (Continued)

During 2016, 2015 and 2014,We recorded income tax expense of $356 million, benefit of $53 million and expense of $1,614 million related to continuing operations was $908 million, $815 millionin 2019, 2018 and $757 million, which included net discrete tax benefits of $42 million and $33 million in 2016 and 2015 and net discrete tax expenses of $94 million in 2014. Discrete tax benefits in 2016 included a $19 million benefit related to enacted tax law changes in foreign jurisdictions and a $25 million benefit due to the reversal of a tax reserve related to the treatment of share-based compensation expense in an intercompany cost-sharing agreement. Discrete tax benefit in 2015 included a $55 million benefit related to an agreement reached with the Internal Revenue Service (“IRS”) to settle all outstanding issues relating to years 2003 through 2006. Discrete tax expense for 2014 primarily related to a $122 million charge regarding an unfavorable decision from the Tax Court of Canada with respect to transfer pricing issues.2017.
Our reported income tax rates were 27.9%, 30.7%,expense rate for 2019 was 58.4% compared to income tax benefit rate of 22.2% for 2018 and 34.9%an income tax expense rate of 23.4% in 2016, 2015 and 2014. The fluctuations2017. Fluctuations in our reported income tax rates are primarily due to changes within our business mix, includingthe impact of the 2017 Tax Act, the impact of nondeductible impairment charges, and varying proportions of income attributable to foreign countries that have lower income tax rates and discrete items.different from the U.S. rate.
The reconciliation between our effectiveof income tax expense (benefit) and the amount computed by applying the statutory federal income tax rate onof 21% for 2019, 31.6% for 2018 and 35% for 2017 to the income from continuing operations and statutory tax ratebefore income taxes is as follows:
 Years Ended March 31,
(In millions)2016 2015 2014
Income tax expense at federal statutory rate$1,137
 $930
 $760
State income taxes net of federal tax benefit92
 81
 57
Foreign income taxed at various rates(295) (247) (177)
Canadian litigation(8) 
 122
Controlled substance distribution reserve
 58
 
Unrecognized tax benefits and settlements(6) 10
 (6)
Tax credits(18) (10) (6)
Other, net6
 (7) 7
Income tax expense$908
 $815
 $757
 Years Ended March 31,
(In millions)2019 2018 2017
Income tax expense at federal statutory rate$128
 $75
 $2,411
State income taxes net of federal tax benefit70
 50
 153
Tax effect of foreign operations(86) (146) (326)
Unrecognized tax benefits and settlements20
 454
 57
Non-deductible goodwill357
 585
 106
Share-based compensation4
 (8) (54)
Net tax benefit on intellectual property transfer(42) (178) (137)
Rate differential on gain from Change Healthcare Net Asset Exchange
 
 (587)
Impact of change in U.S. tax rate on temporary differences(81) (1,324) 
Transition tax on foreign earnings(5) 457
 
Other, net (1)
(9) (18) (9)
Income tax expense (benefit)$356
 $(53) $1,614
(1)Our effective tax rates were impacted by other favorable U.S. federal permanent differences including research and development credits of $7 million, $11 million and $14 million in 2019, 2018 and 2017.

At March 31, 2016, undistributed earningsOur reported income tax expense rate for 2019 was unfavorably impacted by non-cash pre-tax charges of $1,776 million ($1,756 million after-tax) to impair the carrying value of goodwill for our foreign operations totaling $5,831European Pharmaceutical Solutions segment, given that these charges are generally not deductible for tax purposes. Our reported income tax benefit rate for 2018 was unfavorably impacted by non-cash charges of $1,738 million were considered (pre-tax and after-tax) to be permanently reinvested. Noimpair the carrying value of goodwill, given that generally no tax benefit was recognized for these charges. Our reported income tax expense rate for 2017 was unfavorably impacted by the non-cash pre-tax charge of $290 million ($282 million after-tax) to impair the carrying value of goodwill, given that generally the majority of this charge was not deductible for income tax purposes. Refer to Financial Note 2, “Goodwill Impairment Charges,” for more information.
During 2019, we sold software between wholly-owned legal entities within the McKesson group that are based in different tax jurisdictions. The transferor entity recognized a gain on the sale of assets that was not subject to income tax in its local jurisdiction; such gain was eliminated upon consolidation. An entity based in the U.S. was the acquirer of the software and is entitled to amortize the purchase price of the assets for tax purposes. In accordance with the recently adopted amended accounting guidance on income taxes, a discrete tax benefit of $42 million was recognized in the second quarter of 2019 with a corresponding increase to a deferred tax liability has beenasset for the future tax amortization.
On December 19, 2016, we sold various software relating to our technology businesses between wholly owned legal entities within the McKesson group that are based in different tax jurisdictions. The transferor entity recognized a gain on the basis difference created bysale of assets that was not subject to income tax in its local jurisdiction; such earnings since it is our intention to utilize those earningsgain was eliminated upon consolidation. A McKesson entity based in the foreign operations as well as to fund certain research and development activities for an indefinite period of time. The determinationU.S. was the recipient of the amountsoftware and is entitled to amortize the fair value of deferred taxes onthe assets for book and tax purposes. The tax benefit associated with the amortization of these earningsassets is not practicable becauserecognized over the computation would depend ontax lives of the assets. As a numberresult, we recognized a net tax benefit of factors that cannot be known until a decision$178 million and $137 million in 2018 and 2017. We no longer recognize the tax benefit associated with this amortization in continuing operations upon adoption of the amended guidance related to repatriate the earnings is made.intra-entity transfer of an asset other than inventory in 2019. Refer to Financial Note 1, “Significant Accounting Policies,” for more information.

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FINANCIAL NOTES (Continued)

On March 1, 2017, we contributed assets to Change Healthcare as described in Financial Note 5, “Healthcare Technology Net Asset Exchange”. While this transaction was predominantly structured as a tax free asset contribution for U.S. federal income tax purposes under Section 721(a) of the Internal Revenue Code, we recorded tax expense of $929 million on the gain. The tax expense was primarily driven by the recognition of a deferred tax liability on the excess book over tax basis in our equity investment in Change Healthcare.
In March 2016, amended guidance was issued for employee share-based payment awards. Under the amended guidance, all windfalls and shortfalls related to employee share-based compensation arrangements are recognized within income tax expense. We elected to early adopt this amended guidance in the first quarter of 2017. The primary impact of the adoption was the recognition of excess tax benefits in the income statement on a prospective basis, rather than additional paid-in capital. As a result, we recognized net tax expense of $4 million in 2019 and net tax benefits of $8 million and $54 million in 2018 and 2017.
Deferred tax balances consisted of the following:
 March 31,
(In millions)2016 2015
Assets   
Receivable allowances$110
 $83
Deferred revenue77
 72
Compensation and benefit related accruals710
 681
Net operating loss and credit carryforwards367
 316
Other275
 266
Subtotal1,539
 1,418
Less: valuation allowance(267) (229)
Total assets1,272
 1,189
Liabilities   
Inventory valuation and other assets(2,619) (2,333)
Fixed assets and systems development costs(326) (324)
Intangibles(981) (1,073)
Other(21) (61)
Total liabilities(3,947) (3,791)
Net deferred tax liability$(2,675) $(2,602)
    
Current net deferred tax asset (1)
$
 $27
Current net deferred tax liability (1)

 (1,820)
Long-term deferred tax asset59
 50
Long-term deferred tax liability(2,734) (859)
Net deferred tax liability$(2,675) $(2,602)
(1)Upon the adoption of the amended accounting guidance, we reclassified current net deferred tax liabilities and current net deferred tax assets as noncurrent on our consolidated balance sheet as of March 31, 2016. Our March 31, 2015 balances were not retrospectively reclassified.

 March 31,
(In millions)2019 2018
Assets   
Receivable allowances$70
 $58
Compensation and benefit related accruals377
 345
Net operating loss and credit carryforwards885
 811
Long-term contractual obligations
 59
Other216
 279
Subtotal1,548
 1,552
Less: valuation allowance(870) (751)
Total assets678
 801
Liabilities   
Inventory valuation and other assets(2,016) (1,869)
Fixed assets and systems development costs(170) (158)
Intangibles(513) (644)
Change Healthcare Equity Investment(885) (814)
Other(34) (71)
Total liabilities(3,618) (3,556)
Net deferred tax liability$(2,940) $(2,755)
    
Long-term deferred tax asset$58
 $49
Long-term deferred tax liability(2,998) (2,804)
Net deferred tax liability$(2,940) $(2,755)
We assess the available positive and negative evidence to determine whether deferred tax assets are more likely than not to be realized.  As a result of this assessment, valuation allowances have been recorded on certain deferred tax assets in various tax jurisdictions.  The valuation allowance was approximately $267$870 million and $229$751 million in 20162019 and 2015.2018. The increase of $38$119 million in valuation allowances in the current year relaterelates primarily to net operating and capital losses incurred in certain tax jurisdictions for which no tax benefit was recognized.
We have federal, state and foreign net operating loss carryforwards of $3592 million, $1,7903,551 million and $8892,143 million. Federal and state net operating losses will expire at various dates from 20172019 through 2036.2040. Substantially all of our foreign net operating losses have indefinite lives.
We received reassessments from the Canada Revenue Agency (“CRA”) related to a transfer pricing matter impacting years 2003 through 2013. During 2016, In addition, we reached an agreement to settle the transfer pricing matter for years 2003 through 2013 and recorded a net discrete tax benefithave foreign capital loss carryforwards of $8 million.
We are subject to the continuous examination of our income tax returns by the IRS and other authorities. The IRS is currently examining our U.S. corporation income tax returns for 2007 through 2009 and may issue a Revenue Agent Report during the first quarter of 2017. We believe that adequate amounts have been reserved for any adjustments that may ultimately result from these examinations.

$742 million with indefinite lives.

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McKESSON CORPORATION
FINANCIAL NOTES (Continued)

The following table summarizes the activity related to our gross unrecognized tax benefits for the last three years:
Years Ended March 31,Years Ended March 31,
(In millions)2016 2015 20142019 2018 2017
Unrecognized tax benefits at beginning of period$616
 $647
 $560
$1,183
 $486
 $555
Additions based on tax positions related to prior years116
 62
 106
78
 47
 7
Reductions based on tax positions related to prior years(62) (18) (23)(234) (124) (67)
Additions based on tax positions related to current year28
 27
 23
68
 778
 105
Reductions based on settlements(141) (65) (4)(13) (7) (113)
Reductions based on the lapse of the applicable statutes of limitations(6) (12) (7)(25) 
 
Exchange rate fluctuations4
 (25) (8)(5) 3
 (1)
Unrecognized tax benefits at end of period$555
 $616
 $647
$1,052
 $1,183
 $486
As of March 31, 2016,2019, we had $555$1,052 million of unrecognized tax benefits, of which $380$877 million would reduce income tax expense and the effective tax rate, if recognized. The decrease in unrecognized tax benefits in 2019 compared to 2018 is primarily attributable to a $171 million decrease, with a corresponding increase in taxes payable, due to the issuance of new tax regulations. The increase in unrecognized tax benefits in 2018 compared to 2017 is primarily attributable to provisional amounts relating to the application of certain provisions of the 2017 Tax Act, partially offset by a decrease in unrecognized tax benefit due to the resolution of the U.S. Internal Revenue Services (“IRS”) relating to the fiscal years 2010 through 2012.  During the next twelve months, it is reasonably possible that audit resolutions and the expiration of statutes of limitations could potentially reducewe do not expect any material reduction in our unrecognized tax benefits by up to $125 million.benefits. However, this amount may change as we continue to have ongoing negotiations with various taxing authorities throughout the year.
We report interest and penalties on income taxes as income tax expense. We recognized income tax expense of $12$33 million in 2016, income tax benefit of $24 million in 20152019 and income tax expensebenefits of $48$1 million and $6 million in 2014, related to2018 and 2017, representing interest and penalties, in our consolidated statements of operations. The income tax benefit for interest and penalties recognized in 2015 was primarily due to the lapses of statutes of limitations. As of March 31, 20162019 and 2015,2018, we had accrued $7768 million and $12237 million cumulatively in interest and penalties on unrecognized tax benefits.
We file income tax returns in the U.S. federal jurisdiction, various U.S. state jurisdictions and various foreign jurisdictions. We are subjectThe IRS is currently examining our U.S. corporation income tax returns for 2013 through 2015. During the third quarter of 2018, we signed the Revenue Agent’s Report from the U.S. IRS relating to their audit byof the fiscal years 2010 through 2012 and recorded a $39 million tax benefit due to the favorable resolution of various uncertain tax positions for those years. During the first quarter of 2017, we reached an agreement with the IRS forto settle all outstanding issues relating to the fiscal years 2007 through the current fiscal year.2009 without a material impact to our provision for income taxes. We are generally subject to audit by taxing authorities in various U.S. states and in foreign jurisdictions for fiscal years 20062010 through the current fiscal year.
9.Discontinued Operations
Brazil Distribution Business2017 Tax Act
On December 22, 2017, the U.S. government enacted the 2017 Tax Act, which was comprehensive new tax legislation. The SEC Staff issued guidance on income tax accounting for the 2017 Tax Act on December 22, 2017, which allows companies to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. In accordance with this guidance, we recognized a tax benefit of $1,324 million in 2018 due to the re-measurement of certain deferred taxes to the lower U.S. federal tax rate mainly driven by a decrease in our deferred tax liabilities for inventories and investments. During the fourth quarter2019, we have not made any measurement period adjustments to this amount. Our reported income tax expense for 2019 included $81 million of 2015, we committedtax benefits primarily related to a plan to sell our Brazilian pharmaceutical distribution business, which we acquired through our February 2014 acquisition of Celesio, from our Distribution Solutions segment. Accordingly,change in a tax method for inventory approved by the results of operationstax authorities and cash flows of this business are classified as discontinued operations for all periods presented in our consolidated financial statements.
During the fourth quarter of 2015, we recorded $241 million of non-cash pre-tax ($235 million after-tax) impairment charges to reduce the carrying value of this Brazilian distribution business to its estimated fair value less costs to sell. The impairment charge reduced the carrying value of property, plant and equipment, other long-lived assets and goodwill by $31 million. The remaining difference between the business’ fair value and carrying value of $210 million was recorded as a liability and was included in other accrued liabilities in our consolidated balance sheet at March 31, 2015. Cumulative foreign currency translation losses of $17 million were included in the assessment of this business’ carrying value for purposes of calculating the impairment charge. Cumulative foreign currency translation losses, net of tax, were included in Accumulated Other Comprehensive Incomeelections made on our consolidated balance sheet at March 31, 2015.

On January 31, 2016, we entered into an agreement to sell our Brazilian pharmaceutical distribution business to a third party. The sale is expected to be completed during the first half of 2017, subject to regulatory approval and customary closing conditions. We expect to recognize an after-tax charge of approximately $80 million to $100 million upon the disposition2018 tax return filed after enactment of the business within discontinued operations2017 Tax Act but prior to the reduction in U.S. tax rates. We recognized tax expense of $457 million in 2018 for the one-time transition tax on certain accumulated earnings and profits of our foreign subsidiaries resulting from the 2017 Tax Act. During 2019, we recognized a discrete tax benefit of $5 million in measurement period adjustments to the one-time transition tax on certain accumulated earnings and profits of our foreign subsidiaries. Our accounting for the impact of the 2017 Tax Act was completed as a result of settlement of certain indemnification matters.



the period ending December 31, 2018.

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McKESSON CORPORATION
FINANCIAL NOTES (Continued)

Technology Solutions Businesses

In 2014, we committedThe 2017 Tax Act made broad and complex changes to the U.S. tax code that affected our fiscal year 2019 and 2018 in multiple ways, including but not limited to reducing the U.S. federal corporate tax rate from 35 percent to 21 percent; creating the base erosion anti-abuse tax; creating a plannew provision designed to sell our International Technologytax global intangible low-tax income (“GILTI”); and our Hospital Automation businessesgenerally eliminating U.S. federal income taxes on dividends from our Technology Solutions segment. As required, in 2014, we classifiedforeign subsidiaries. We have estimated the results of operations and cash flowsimpact of these businesses as discontinued operations for all applicable periods presentedchanges in our consolidated financial statements. Depreciation and amortizationincome tax provision for 2019.
The Company is allowed to make an accounting policy election of either recognizing deferred taxes for temporary differences expected to reverse as GILTI in future years or recognizing such taxes as a current period expense was not recognized fromwhen incurred. We have elected to treat the date these businesses were classifiedtax effect of GILTI as held for sale. During the third quarter of 2014, we completed the salea current period expense when incurred.
Undistributed earnings of our Hospital Automation business and recorded a pre-tax and after-tax lossforeign operations totaling $4.9 billion were considered indefinitely reinvested. Following enactment of $5 million and $7 million.
During the third quarter2017 Tax Act, the repatriation of 2014, we recorded an $80 million non-cash pre-tax and after-tax impairment chargecash to reduce the carrying value of our International Technology business to its estimated fair value less costs to sell. The impairment charge was primarily attributed to goodwill and other long-lived assets and as a result, there was no tax benefit associated with this charge.
During the first quarter of 2015, we decided to retain the workforce business within our International Technology business. This business consists of workforce management solutions for the National Health Service in the United Kingdom.States is generally no longer taxable for federal income tax purposes. However, the repatriation of cash held outside the United States could be subject to applicable foreign withholding taxes and state income taxes.  We reclassifiedmay remit foreign earnings to this United States to the workforce business, which had been designated as a discontinued operation sinceextent it is tax efficient to do so. We do not expect the first quarter of 2014,tax impact from remitting these earnings to continuing operations in the first quarter of 2015. As a result, during the first quarter of 2015, we recorded non-cash pre-tax charges of $34 million ($27 million after-tax) primarily associated with depreciation and amortization expense for 2014 when the business was classified as held for sale. The non-cash charge was recorded in our consolidated statement of operations primarily in cost of sales.be material.
During the second quarter of 2015, we completed the sale of a software business within our International Technology business and recorded a pre-tax and after-tax loss of $6 million.
A summary of results of discontinued operations is as follows:
 Years Ended March 31,
(In millions)2016 2015 2014
Revenues$1,603
 $2,196
 $637
      
Loss from discontinued operations$(24) $(321) $(177)
Loss on sale
 (6) (5)
Loss from discontinued operations before income tax(24) (327) (182)
Income tax (expense) benefit(8) 28
 26
Loss from discontinued operations, net of tax$(32) $(299) $(156)
A summary of carrying amounts of major classes of assets and liabilities included as part of discontinued operations is as follow:
 March 31,
(In millions)2016 2015
Receivables, net$289
 $314
Inventories, net266
 254
Other assets80
 92
Total assets of discontinued operations (1)
635
 660
Drafts and account payable264
 209
Short-term borrowings142
 126
Other liabilities254
 328
Total liabilities of discontinued operations (1)
$660
 $663
(1) Assets and liabilities of discontinued operations are included under the captions “Prepaid expenses and other” and “Other accrued liabilities” within our consolidated balance sheets.

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McKESSON CORPORATION
FINANCIAL NOTES (Continued)

10.11.Redeemable Noncontrolling Interests and Redeemable Noncontrolling Interests
Domination and Profit and Loss Transfer AgreementRedeemable Noncontrolling Interests
On May 22,Our redeemable noncontrolling interests relate to our consolidated subsidiary, McKesson Europe. Under the December 2014 Celesio and McKesson, through its wholly-owned subsidiary, Celesio Holdings Deutschland GmbH & Co. KGaA (“Celesio Holdings,” formerly known as McKesson Deutschland GmbH & Co. KGaA or Dragonfly GmbH & Co. KGaA), entered into the domination and profit and loss transfer agreement (the “Domination Agreement”). The Domination Agreement was approved at the general shareholders’ meeting of Celesio on July 15, 2014, approved by the Stuttgart Higher Regional Court for registration on December 2, 2014, and was registered in the commercial register of Celesio at the local court of Stuttgart on December 2, 2014. As a result, McKesson obtained the ability to pursue integration of the two companies on December 2, 2014. All litigation relating to the registration of the Domination Agreement has been resolved with no adverse impact on the effectiveness of the Domination Agreement or McKesson’s ability to direct the activities of Celesio.

Upon the effectiveness of the Domination Agreement, Celesio subordinated its management to McKesson and undertook to transfer all of its annual profits to McKesson, and McKesson undertook to compensate any annual losses incurred by Celesio and to grant, subject to a potential court review,, the noncontrolling shareholders of Celesio (i)McKesson Europe are entitled to receive an annual recurring compensation amount of €0.83 per Celesio share (“Compensation Amount”), (ii)and a one-time guaranteed dividend for Celesio’s fiscalcalendar year ended December 31, 2014 of €0.83 per Celesio share reduced accordingly for any dividend paid by CelesioMcKesson Europe in relation to its fiscal year ended December 31, 2014 (“Guaranteed Dividend”) and (iii) a right to put (“Put Right”) their Celesio shares at €22.99 per share increased annually for interest in the amount of 5 percentage points above a base rate published by the German Bundesbank semiannually, less any Compensation Amount or Guaranteed Dividend already paid in respect of the relevant time period (“Put Amount”). The Domination Agreement does not have an expiration date and can be terminated by McKesson without cause in writing no earlier than March 31, 2020.

Under the Domination Agreement, the noncontrolling shareholders of Celesio ceased to participate in their percentage ownership of Celesio’s profits and losses, but instead became entitled to receive the one-time Guaranteed Dividend in December 2014 and the Compensation Amount from January 2015.that year. As a result, during 20162019, 2018 and 2015,2017, we recorded a total attribution of net income to the noncontrolling shareholders of CelesioMcKesson Europe of $44$45 million, $43 million and $62$44 million. All amounts were recorded in our consolidated statementstatements of operations within the caption, “Net Income Attributable to Noncontrolling Interests,” and the corresponding liability balance was recorded within other accrued liabilities on our consolidated balance sheet.sheets.

Under the Domination Agreement, the noncontrolling shareholders of McKesson Europe have a right to put (“Put Right”) their noncontrolling shares at €22.99 per share increased annually for interest in the amount of 5 percentage points above a base rate published by the German Bundesbank semi-annually, less any compensation amount or guaranteed dividend already paid by McKesson with respect to the relevant time period (“Put Amount”). The exercise of the Put Right will reduce the balance of redeemable noncontrolling interests. During 2019 there were no material exercises of the Put Right. During 2018, we paid $50 million to purchase 1.9 million shares of McKesson Europe through the exercises of the Put Right by the noncontrolling shareholders, which decreased the carrying value of redeemable noncontrolling interests by $53 million. The balance of redeemable noncontrolling interests is reported as the greater of its carrying value or its maximum redemption value at each reporting date. The redemption value is the Put Amount adjusted for exchange rate fluctuations each period. At March 31, 2019 and 2018, the carrying value of redeemable noncontrolling interests of $1.39 billion and $1.46 billion exceeded the maximum redemption value of $1.23 billion and $1.35 billion. At March 31, 2019 and 2018, we owned approximately 77% of McKesson Europe’s outstanding common shares.
Appraisal Proceedings

Subsequent to the Domination Agreement’s registration, certain noncontrolling shareholders of CelesioMcKesson Europe initiated appraisal proceedings (“Appraisal Proceedings”) with the Stuttgart Regional Court (the “Court”) to challenge the Compensationadequacy of the Put Amount, Guaranteed Dividendannual recurring compensation amount, and/or Put Amount. As long as anythe guaranteed dividend. During the pendency of the Appraisal Proceedings, are pending, the Compensation Amount, Guaranteed Dividend and/or Put Amountsuch amount will be paid as specified currently in the Domination Agreement. If any such Appraisal Proceedings resultOn September 19, 2018, the Court ruled that the Put Amount shall be increased by €0.51 resulting in an adjustment to the Compensationadjusted Put Amount Guaranteed Dividendof €23.50. The annual recurring compensation amount and/or Put Amount, Celesiothe guaranteed dividend remain unadjusted. Noncontrolling shareholders of McKesson Europe appealed this decision. McKesson Europe Holdings GmbH & Co. KGaA also appealed the decision. If upon final resolution of the appeal an upwards adjustment is ordered, we would be required to make certain additional payments for any shortfall to all CelesioMcKesson Europe noncontrolling shareholders who previously received the Guaranteed Dividend, Compensation Amount and/or Put Amount. The Put Right specified inamounts under the Domination Agreement may be exercised until two months after the announcement regarding the end of the Appraisal Proceedings. In addition, if the Domination Agreement is terminated, the Put Right may be exercised for a two-month period after the date of termination.

Redeemable Noncontrolling Interests

Upon the effectiveness of the Domination Agreement, the noncontrolling interests in Celesio became redeemable as a result of the Put Right. Accordingly, the carrying value of noncontrolling interests related to Celesio of $1.5 billion was reclassified from “Total Equity” to “Redeemable Noncontrolling Interests” on our consolidated balance sheet during the third quarter of 2015. The balance of redeemable noncontrolling interests is reported at the greater of its carrying value or its maximum redemption value at each reporting date. The redemption value is the Put Amount adjusted for exchange rate fluctuations each period. At March 31, 2016 and 2015, the carrying value of redeemable noncontrolling interests of $1.41 billion and $1.39 billion exceeded the maximum redemption value of $1.28 billion and $1.21 billion. At March 31, 2016 and 2015, we owned approximately 76% of Celesio’s outstanding common shares.Agreement.

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FINANCIAL NOTES (Continued)

Noncontrolling Interests
Noncontrolling interests represent third-party equity interests in our consolidated entities primarily related to ClarusONE and Vantage, which were $193 million and $253 million at March 31, 2019 and 2018 on our consolidated balance sheets. During 2019, 2018 and 2017, we allocated a total of $176 million, $187 million and $39 million of net income to noncontrolling interests.

Changes in redeemable noncontrolling interests and redeemable noncontrolling interests for the years ended March 31, 2019 and 2018 were as follows:
(In millions)Noncontrolling interests
Redeemable
Noncontrolling
Interests
Balance, March 31, 2014$1,796
$
Net income attributable to noncontrolling interests (1)
5
62
Other comprehensive loss(174)(105)
Purchase of noncontrolling interests (2) (3) (4)
(60)(9)
Reclassification from Total Equity to Redeemable Noncontrolling Interests (5)
(1,500)1,500
Reclassification of guaranteed dividends and recurring compensation to other accrued liabilities
(62)
Other17

Balance, March 31, 201584
1,386
Net income attributable to noncontrolling interests (1)
8
44
Other comprehensive loss
20
Reclassification of recurring compensation to other accrued liabilities
(44)
Other(8)
Balance, March 31, 2016$84
$1,406
(In millions)

Noncontrolling
Interests
Redeemable
Noncontrolling
Interests
Balance, March 31, 2017$178
$1,327
Net income attributable to noncontrolling interests187
43
Other comprehensive income
185
Reclassification of recurring compensation to other accrued liabilities
(43)
Payments to noncontrolling interests(98)
Exercises of Put Right
(53)
Other(14)
Balance, March 31, 2018$253
$1,459
Net income attributable to noncontrolling interests176
45
Other comprehensive income
(66)
Reclassification of recurring compensation to other accrued liabilities
(45)
Payments to noncontrolling interests(184)
Other(52)
Balance, March 31, 2019$193
$1,393

There were no material changes in our ownership interests related to redeemable noncontrolling interests during 2019.The effect of changes in our ownership interests related to redeemable noncontrolling interests on our equity of $3 million resulting from exercises of Put Right was recorded as a net increase to McKesson’s stockholders’ paid-in capital during 2018. Net income attributable to McKesson and transfers from redeemable noncontrolling interests were $34 million and $70 million in 2019 and 2018.
(1)Redeemable noncontrolling interests for 2015 include the Guaranteed Dividend of $50 million and the Compensation Amount of $12 million, and for 2016 include the Compensation Amount of $44 million.
(2)
Includes $35 million decrease in noncontrolling interests resulting from the April 2014 completion of McKesson’s tender offer for approximately 1 million additional Celesio shares.
(3)
Includes $25 million decrease in noncontrolling interests resulting from the July 2014 purchase of the remaining ownership interests in a wholesale distributor in Brazil.
(4)Decrease in redeemable noncontrolling interests reflects the exercise of the Put Right by the noncontrolling shareholders of Celesio.
(5)Includes net foreign currency losses of $138 million attributable to noncontrolling interests.



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11.12.Earnings Per Common Share
Basic earnings per common share are computed by dividing net income by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per common share are computed similar to basic earnings per common share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock.

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The computations for basic and diluted earnings per common share are as follows:
Years Ended March 31,Years Ended March 31,
(In millions, except per share amounts)2016 2015 20142019 2018 2017
Income from continuing operations$2,342
 $1,842
 $1,414
$254
 $292
 $5,277
Net (income) loss attributable to noncontrolling interests(52) (67) 5
Net income attributable to noncontrolling interests(221) (230) (83)
Income from continuing operations attributable to McKesson2,290
 1,775
 1,419
33
 62
 5,194
Loss from discontinued operations, net of tax(32) (299) (156)
Income (Loss) from discontinued operations, net of tax1
 5
 (124)
Net income attributable to McKesson$2,258
 $1,476
 $1,263
$34
 $67
 $5,070
          
Weighted average common shares outstanding:          
Basic230
 232
 229
196
 208
 221
Effect of dilutive securities:          
Options to purchase common stock1
 1
 1

 
 1
Restricted stock units2
 2
 3
1
 1
 1
Diluted233
 235
 233
197
 209
 223
          
Earnings (loss) per common share attributable to McKesson: (1)
     
Earnings (Loss) per common share attributable to McKesson: (1)
     
Diluted          
Continuing operations$9.84
 $7.54
 $6.08
$0.17
 $0.30
 $23.28
Discontinued operations(0.14) (1.27) (0.67)
 0.02
 (0.55)
Total$9.70
 $6.27
 $5.41
$0.17
 $0.32
 $22.73
Basic          
Continuing operations$9.96
 $7.66
 $6.19
$0.17
 $0.30
 $23.50
Discontinued operations(0.14) (1.29) (0.68)
 0.02
 (0.55)
Total$9.82
 $6.37
 $5.51
$0.17
 $0.32
 $22.95
(1)Certain computations may reflect rounding adjustments.

Potentially dilutive securities include outstanding stock options, restricted stock units and performance-based and other restricted stock units. Approximately 23 million, 12 million and 2 million of potentially dilutive securities for 2019, 2018 and 2017 were excluded from the computations of diluted net earnings per common share, in 2016, 2015 and 2014, as they were anti-dilutive.

12. Receivables,13.Receivables, Net
March 31,March 31,
(In millions)2016 20152019 2018
Customer accounts$14,519
 $13,117
$14,941
 $14,349
Other3,711
 2,965
3,584
 3,578
Total18,230
 16,082
18,525
 17,927
Allowances(250) (168)(279) (216)
Net$17,980
 $15,914
$18,246
 $17,711

Other receivables primarily include amounts due from suppliers and customer unbilled receivables.suppliers. The allowances are primarily for estimated uncollectible accounts.

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13.Property, Plant and Equipment, Net
14.    Property, Plant and Equipment, Net
March 31,March 31,
(In millions)2016 20152019 2018
Land$228
 $207
$172
 $187
Building, machinery, equipment and other3,556
 3,237
4,154
 3,746
Total property, plant and equipment3,784
 3,444
4,326
 3,933
Accumulated depreciation(1,506) (1,399)(1,778) (1,469)
Property, plant and equipment, net$2,278
 $2,045
$2,548
 $2,464
14.15.Goodwill and Intangible Assets, Net
Changes in the carrying amount of goodwill were as follows:
(In millions)
Distribution
Solutions
 
Technology
Solutions
 TotalU.S. Pharmaceutical and Specialty Solutions European Pharmaceutical Solutions Medical-Surgical Solutions Other Total
Balance, March 31, 2014$8,078
 $1,849
 $9,927
Balance, March 31, 2017$3,391
 $2,789
 $2,069
 $2,337
 $10,586
Goodwill acquired93
 
 93
657
 26
 
 1,024
 1,707
Amount reclassified to assets held-for-sale(14) (1) (15)
Acquisition accounting, transfers and other adjustments4
 
 1
 34
 39
Goodwill impairment (1)

 (1,283) 
 (455) (1,738)
Goodwill disposed (2)
(37) (11) 
 (124) (172)
Amount reclassified to assets held for sale
 (2) 
 
 (2)
Foreign currency translation adjustments, net95
 331
 
 78
 504
Balance, March 31, 20184,110
 1,850
 2,070
 2,894
 10,924
Goodwill acquired17
 52
 360
 13
 442
Goodwill impairment (1)

 (1,776) 
 (21) (1,797)
Acquisition accounting, transfers and other adjustments625
 
 625
13
 (5) 21
 6
 35
Foreign currency translation adjustments, net(788) (25) (813)(62) (121) 
 (63) (246)
Balance, March 31, 2015$7,994
 $1,823
 $9,817
Goodwill acquired21
 
 21
Acquisition accounting, transfers and other adjustments8
 
 8
Goodwill disposed(59) (27) (86)
Foreign currency translation adjustments, net23
 3
 26
Balance, March 31, 2016$7,987
 $1,799
 $9,786
Balance, March 31, 2019$4,078
 $
 $2,451
 $2,829
 $9,358
(1)In 2019 and 2018, goodwill impairment charges from our international businesses were translated at average exchange rates during the corresponding period and accumulated goodwill impairment losses described below were translated at year-end exchange rates.
(2)2018 Other amount primarily represents goodwill disposal associated with the sale of our EIS business. Refer to Financial Note 6, “Divestitures” for more information.

As of March 31, 2016 and 2015, the2019, accumulated goodwill impairment losses were $36$2,943 million in our TechnologyEuropean Pharmaceutical Solutions segment.
Information regarding intangible assets is as follows:
 March 31, 2016 March 31, 2015
(Dollars in millions)
Weighted
Average
Remaining
Amortization
Period
(Years)
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
Customer lists7 $2,652
 $(1,324) $1,328
 $2,683
 $(1,116) $1,567
Service agreements14 959
 (269) 690
 957
 (215) 742
Pharmacy licenses25 857
 (121) 736
 874
 (65) 809
Trademarks and trade names14 314
 (96) 218
 315
 (82) 233
Technology2 195
 (182) 13
 213
 (184) 29
Other3 163
 (127) 36
 162
 (101) 61
Total  $5,140
 $(2,119) $3,021
 $5,204
 $(1,763) $3,441
segment and $461 million in Other. As of March 31, 2018, accumulated goodwill impairment losses were $1,299 million in our European Pharmaceutical Solutions segment and $456 million in Other. Refer to Financial Note 2 “Goodwill Impairment Charges,” for more information on the impairment charges recorded in 2019 and 2018.

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Information regarding intangible assets is as follows:
 March 31, 2019 March 31, 2018
(Dollars in millions)
Weighted
Average
Remaining
Amortization
Period
(Years)
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
Customer relationships12 $3,818
 $(1,801) $2,017
 $3,619
 $(1,550) $2,069
Service agreements11 1,017
 (430) 587
 1,037
 (386) 651
Pharmacy licenses26 513
 (209) 304
 684
 (196) 488
Trademarks and trade names13 887
 (232) 655
 932
 (187) 745
Technology4 141
 (94) 47
 147
 (84) 63
Other5 288
 (209) 79
 262
 (176) 86
Total  $6,664
 $(2,975) $3,689
 $6,681
 $(2,579) $4,102
Amortization expense of intangible assets was $431$485 million,, $494 $503 million and $319444 million for 20162019, 20152018 and 20142017. Estimated annual amortization expense of intangible assets is as follows: $355419 million, $337400 million, $308368 million, $281265 million and $262249 million for 20172020 through 2021,2024, and $1,4781,988 million thereafter. All intangible assets were subject to amortization as of March 31, 20162019 and 20152018.

15.Capitalized Software Held for Sale, Net
ChangesRefer to Financial Note 3, “Restructuring and Asset Impairment Charges,” for more information on intangible asset impairment charges recorded in the carrying amount of capitalized software held for sale, net, which is included in other assets in the consolidated balance sheets, were as follows:
 Years Ended March 31,
(In millions)2016 2015 2014
Balance, at beginning of period$91
 $103
 $126
Amounts capitalized30
 34
 40
Amortization expense(37) (40) (50)
Impairment charges
 
 (12)
Disposal(5) 
 
Foreign currency translations adjustments, net(1) (6) (1)
Balance, at end of period$78
 $91
 $103

2019 and 2018.

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16.
Debt and Financing Activities
Long-term debt consisted of the following:
March 31,March 31,
(In millions)2016 20152019 2018
U.S. Dollar notes (1)
   
Floating Rate Notes due September 10, 2015$
 $400
0.95% Notes due December 4, 2015
 500
3.25% Notes due March 1, 2016
 600
5.70% Notes due March 1, 2017500
 500
1.29% Notes due March 10, 2017700
 700
1.40% Notes due March 15, 2018500
 499
7.50% Notes due February 15, 2019350
 349
U.S. Dollar notes (1) (2)
   
2.28% Notes due March 15, 20191,100
 1,100
$
 $1,100
3.65% Notes due November 30, 2020700
 
4.75% Notes due March 1, 2021599
 599
323
 323
2.70% Notes due December 15, 2022400
 400
400
 400
2.85% Notes due March 15, 2023400
 400
400
 400
3.80% Notes due March 15, 20241,100
 1,100
1,100
 1,100
7.65% Debentures due March 1, 2027175
 175
167
 167
3.95% Notes due February 16, 2028600
 600
4.75% Notes due May 30, 2029400
 
6.00% Notes due March 1, 2041493
 493
282
 282
4.88% Notes due March 15, 2044800
 800
411
 411
Foreign currency notes (2)
   
4.00% Bonds due October 18, 2016403
 388
4.50% Bonds due April 26, 2017583
 563
Foreign currency notes (1) (3)
   
Floating Rate Euro Notes due February 12, 2020 (4)
280
 337
0.63% Euro Notes due August 17, 2021673
 695
1.50% Euro Notes due November 17, 2025670
 691
1.63% Euro Notes due October 30, 2026560
 669
3.13% Sterling Notes due February 17, 2029586
 630
      
Lease and other obligations44
 143
43
 75
Total debt8,147
 9,709
7,595
 7,880
Less current portion(1,612) (1,529)
Less: Current portion330
 1,129
Total long-term debt$6,535
 $8,180
$7,265
 $6,751
(1)Interest on these notes is payable semiannually each year. These notes are unsecured and unsubordinated obligations of the Company.
(2)Interest on these Euro-denominatednotes is payable semi-annually.
(3)Interest on these foreign bonds and notes is duepayable annually, each year.except the 2020 Floating Rate Euro Notes.
(4)Interest on these notes is payable quarterly.

Long-Term Debt
Our long-term debt includes both U.S. dollar and foreign currency denominatedcurrency-denominated borrowings. At March 31, 20162019 and March 31, 2015, $8,1472018, $7,595 million and $9,709$7,880 million of total debt were outstanding, of which $1,612$330 million and $1,529$1,129 million were included under the caption “Current portion of long-term debt” within our consolidated balance sheets.
Fiscal 2019

On March 5, 2014,November 30, 2018, we issued floating rate notescompleted a public offering of 3.65% Notes due September 10, 2015November 30, 2020 (the “2020 Notes”) in an aggregate principal amount of $400 million (“Floating Rate Notes”), 1.29% notes due March 10, 2017 in an aggregatea principal amount of $700 million (“2017and 4.75% Notes due May 30, 2029 (the “2029 Notes”), 2.28% notes due March 15, 2019 in an aggregatea principal amount of $1,100 million (“2019 Notes”), 3.80% notes due March 15, 2024 in an aggregate principal amount of $1,100 million (“2024 Notes”) and 4.88% notes due March 15, 2044 in an aggregate principal amount of $800 million (“2044 Notes”).$400 million. Interest on the 20172020 Notes and 2029 Notes is payable semi-annually on March 10May 30th and September 10November 30th of each year. Interestyear, commencing on the 2019 Notes, the 2024 Notes and the 2044 Notes is payable on March 15 and September 15 of each year.May 30, 2019. We utilized the net proceeds from the issuance of these notes (each note constitutes a “Series”) of $4,068 million,$1.1 billion, net of discounts and offering expenses, to repay the borrowings under our 2014 Bridge Loan, as further described below.for general corporate purposes.


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Fiscal 2018
On February 12, 2018, we completed a public offering of Euro-denominated floating rate notes due February 12, 2020 (the “2020 Floating Rate Euro Notes”) in an aggregate principal amount of €250 million and 1.63% Euro-denominated notes due October 30, 2026 (the “2026 Euro Notes”) in an aggregate principal amount of €500 million. On February 16, 2018, we completed a public offering of 3.95% notes due February 16, 2028 (the “2028 USD Notes”) in an aggregate principal amount of $600 million. The 2020 Floating Rate Euro Notes bear an interest at a rate equal to the three-month Euro Interbank Offered Rate plus 0.15%. Interest on the 2020 Floating Rate Euro Notes is payable on February 12, May 12, August 12 and November 12 of each year, commencing on May 12, 2018. Interest on the 2026 Euro Notes is payable on October 30 of each year, commencing on October 30, 2018. Interest on the 2028 USD Notes is payable on February 16 and August 16 of each year, commencing on August 16, 2018. We utilized the net proceeds from these notes of $1.5 billion, net of discounts and offering expenses, to finance the purchase of certain outstanding notes and for working capital and general corporate purposes.
Tender Offers and Early Repayments
On February 7, 2018, we commenced cash tender offers for a portion of our existing outstanding (i) 7.50% Notes due 2019, (ii) 4.75% Notes due 2021, (iii) 7.65% Debentures due 2027, (iv) 6.00% Notes due 2041 and (v) 4.88% Notes due 2044 (collectively referred to herein as the “Tender Offer Notes”). In connection with the tender offers and an additional repurchase, we paid an aggregate consideration of $1.05 billion to redeem $936 million principal amount of the notes at a redemption price equal to 100% of the principal amount and premiums of $99 million, plus accrued and unpaid interest of $20 million. The redemption of the Tender Offer Notes was accounted for as a debt extinguishment. As a result of the redemption, we incurred a pre-tax loss on debt extinguishment of $109 million ($70 million after-tax), which included premiums of $99 million and the write-off of unamortized debt issuance costs of $10 million.
On March 26, 2018, we paid an aggregate consideration of $317 million to redeem $302 million principal amount of the 7.50% Notes due 2019 at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest of $2 million, and the applicable redemption premium of $13 million pursuant to the terms of the indentures. As a result of the redemption, we incurred a pre-tax loss on debt extinguishment of $13 million ($8 million after-tax), which primarily represented the premiums.
Repayments at maturity
In 2019, we repaid at maturity our $1.1 billion 2.28% notes due March 15, 2019. In 2018, we repaid at maturity our €500 million Euro-denominated bond due April 26, 2017 and our $500 million 1.40% notes due March 15, 2018. In 2017, we repaid at maturity our €350 million Euro-denominated bond (or, approximately $385 million) due October 18, 2016, our $500 million 5.70% notes due March 1, 2017 and our $700 million 1.29% notes due March 10, 2017.
Each Seriesnote, which constitutes a “Series”, is an unsecured and unsubordinated obligation of the Company and ranks equally with all of the Company’s existing and, from time-to-time, future unsecured and unsubordinated indebtedness outstanding. Each Series is governed by materially similar indentures and officers’ certificate specifying certain terms of each Series.certificates. Upon 30 daysrequired notice to holders of a Series,notes with fixed interest rates, we may redeem that Seriesthose notes at any time prior to maturity, in whole or in part, for cash at redemption prices that include accrued and unpaid interest and a make-whole premium, as specified in the indenture and officers’ certificate relating to that Series.prices. In the event of the occurrence of both (1) a change of control of the Company and (2) a downgrade of a Series below an investment grade rating by each of Fitch Ratings,Inc., Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services within a specified period, an offer must be made to purchase that Series from the holders at a price in cash equal to 101% of the then outstanding principal amount of that Series, plus accrued and unpaid interest to, but not including, the date of repurchase. The indenture and the related officers’ certificate for each Series, subject to the exceptions and in compliance with the conditions as applicable, specify that we may not incur liens, enter into sale and leaseback transactions or consolidate, merge or sell all or substantially all of our assets.assets, incur liens, or enter into sale-leaseback transactions exceeding specific terms, without lenders’ consent. The indentures also contain customary events of default provisions.
Senior Bridge Term Loan Facilities
In connection with our acquisition of Celesio, in January 2014, we entered into a $5.5 billion 364‑day unsecured Senior Bridge Term Loan Agreement (the “2014 Bridge Loan”) under terms substantially similar to those in our existing revolving credit facility. On February 4, 2014, we borrowed $4,957 million under this facility with such proceeds and cash on hand used to fund the acquisition of Celesio. On March 10, 2014, we repaid $4,076 million of the 2014 Bridge Loan borrowings with funds obtained from the issuance of long-term debt. On March 11, 2014, we repaid the remaining balance of the 2014 Bridge Loan borrowings using funds drawn on our Accounts Receivable Sales Facility and cash on hand. On April 30, 2014, the commitments under the 2014 Bridge Loan automatically terminated upon the settlement of the tender offers for the remaining common shares of Celesio. During the time it was outstanding, the 2014 Bridge Loan borrowings bore interest at 1.39% per annum, based on the London Interbank Offered Rate plus a margin based on the Company’s credit rating. Interest expense for 2014 included a total of $46 million of fees related to the 2014 Bridge Loan and a bridge loan agreement entered into during the third quarter of 2014 in anticipation of an earlier acquisition of Celesio.
Other Information
Scheduled futureprincipal payments of long-term debt are $1,612 million in 2017, $1,092 million in 2018, $1,458 million in 2019, $3$330 million in 2020, $2$1,062 million in 2021, $675 million in 2022, $801 million in 2023, $1,099 million in 2024 and $3,980$3,628 million thereafter.
In 2016, we repaid our $400 million floating rate notes due September 10, 2015 at maturity, $500 million 0.95% notes due December 4, 2015 at maturity and $600 million 3.25% notes due March 1, 2016 at maturity. In 2014, we repaid our $350 million 6.50% Notes due February 15, 2014.
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Revolving Credit Facilities
During the third quarter of 2016, we entered intoWe have a syndicated $3.5 billion five-year senior unsecured revolving credit facility (the “Global Facility”). The Global Facility, which has a $3.15 billion aggregate sublimit of availability in Canadian dollars, British pound sterling and Euros. The remaining terms and conditions ofGlobal Facility matures on October 22, 2020. Borrowings under the Global Facility are substantially similar to those previouslybear interest based upon the London Interbank Offered Rate, Canadian Dealer Offered Rate for credit extensions denominated in place under the $1.3 billion revolving credit facility which was terminated in October 2015. There were no borrowings outstanding under this facilityCanadian Dollars, a prime rate, or alternative overnight rates as of March 31, 2016.
applicable, plus agreed margins. The Global Facility contains a financial covenant which obligates the Company to maintain a debt to capital ratio of no greater than 65% and other customary investment grade covenants. If we do not comply with these covenants, our ability to use the Global Facility may be suspended and repayment of any outstanding balances under the Global Facility may be required. At March 31, 2016,2019, we were in compliance with all covenants.
At March 31, 2015, we had a syndicated $1.3 billion five-year senior unsecured revolving credit facility with the original expiration date in September 2016, as well as a syndicated €500 million five-year senior unsecured revolving credit facility with the original expiration date in February 2018. Both revolving credit facilities were terminated in connection with the execution of a new $3.5 billion global facility in October 2015, as discussed above. There were no borrowings outstanding under these facilitiesthis facility during the last three years,2019, 2018 and 2017, and no borrowings outstanding as of March 31, 2015.

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2019 and 2018.
We also maintain bilateral credit lines primarily denominated in Euros with a total committed balance of $9 million and an uncommitted balance of $427 million. These credit lines have interest rates ranging from 0.18% to 6.00%. During 2016$195 million as of March 31, 2019. Borrowings and 2015, we borrowed $641 millionrepayments were not material in 2019 and $225 million2018 and repaid $635 million and $267 millionamounts outstanding under these credit lines primarily related to short‑term borrowings. Borrowings and repayments during 2014 were not material. Asmaterial as of March 31, 20162019 and 2015, there were $28 million and $29 million outstanding under these credit lines.
Accounts Receivable Facilities
Following the execution of the Global Facility, we also terminated an accounts receivable sales facility (the “AR Facility”) with a committed balance of $1.35 billion during the third quarter of 2016. There were no borrowings outstanding under the AR Facility during 2016 and 2015. In 2014, we borrowed $550 million under the AR Facility and repaid $550 million. At March 31, 2015, there were no secured borrowings and related securitized accounts receivable outstanding under the AR Facility. The AR Facility contained requirements relating to the performance of the accounts receivable and covenants relating to the Company. If we did not comply with these covenants, our ability to use the AR Facility would have been suspended and repayment of any outstanding balances under the AR Facility would have been required. At March 31, 2015, we were in compliance with all covenants.
We also have Accounts Receivable Factoring Facilities (the “Factoring Facilities”) denominated in foreign currencies. Transactions under these facilities are accounted for as secured borrowings and have interest rates ranging from 0.85% to 1.26%. During 2016, 2015 and 2014, we borrowed $919 million, $2,875 million and $570 million and repaid $1,055 million, $2,908 million and $575 million in short-term borrowings under these facilities. At March 31, 2016 and 2015, there were $7 million and $135 million in secured borrowings outstanding under these facilities. All of the Factoring Facilities expired through April 2016.2018.
Commercial Paper
We maintain a commercial paper program to support our working capital requirements and for other general corporate purposes. In November 2015, we replacedUnder the existing program, with a new commercial paper program through which the Company can issue up to $3.5 billion in outstanding commercial paper notes. ThereDuring 2019 and 2018, we borrowed $37,264 million and $20,542 million and repaid $37,264 million and $20,725 million under the program. At March 31, 2019 and 2018, there were no material commercial paper issuances during the last three years and no amounts outstanding at March 31, 2016.notes outstanding.
17.Variable Interest Entities
We evaluate our ownership, contractual and other interests in entities to determine if they are variable interest entities (“VIEs”),VIEs, if we have a variable interest in those entities and the nature and extent of those interests. These evaluations are highly complex and involve management judgment and the use of estimates and assumptions based on available historical information, and management’s judgment, among other factors. Based on our evaluations, if we determine we are the primary beneficiary of such VIEs, we consolidate such entities into our financial statements.
Consolidated Variable Interest Entities
We consolidate VIEsa VIE when we have the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits of the VIE and, as a result, are considered the primary beneficiary of the VIE. We consolidate certain single-lessee leasing entities where we, as the lessee, have the majority risk of the leased assets due to our minimum lease payment obligations to these leasing entities. As a result of absorbing this risk, the leases provide us with the power to direct the operations of the leased properties and the obligation to absorb losses or the right to receive benefits of the entity. Consolidated VIEs do not have an immateriala material impact on our consolidated statements of operations and cash flows. Total assets and liabilities included in our consolidated balance sheetsheets for these VIEs were $119$896 million and $44$64 million at March 31, 20162019 and $144$819 million and $51$92 million at March 31, 2015.

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2018.
Investments in Unconsolidated Variable Interest Entities
We are involved with VIEs which we do not consolidate because we do not have the power to direct the activities that most significantly impact their economic performance and thus are not considered the primary beneficiary of the entities. Our relationships include equity method investments and lending, leasing, contractual or other relationships with the VIEs. Our most significant relationships are with oncology and other specialty practices. Under these practice arrangements, we generally own or lease all of the real estate and equipment used by the affiliated practices and manage the practices’ administrative functions. We also have relationships with certain pharmacies in Europe with whom we may provide financing, have equity ownership and/or a supply agreement whereby we supply the vast majority of the pharmacies’ purchases. Our maximum exposure to loss (regardless of probability) as a result of all unconsolidated VIEs were $1.1 billion and $1.2was $1.1 billion at March 31, 20162019 and 20152018, which primarily represents the value of intangible assets related to service agreements, equity investments and lease and loan receivables. These amounts excludeThis amount excludes the customer loan guarantees discussed in Financial Note 23, “Financial Guarantees and Warranties.” We believe that there is no material loss exposure on these assets or from these relationships.

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FINANCIAL NOTES (Continued)

18.Pension Benefits
We maintain a number of qualified and nonqualified defined benefit pension plans and defined contribution plans for eligible employees.
Defined Benefit Pension Plans
Eligible U.S. employees who were employed by the Company as of December 31, 1995 are covered under the Company-sponsored defined benefit retirement plan. In 1997, the plan was amended to freeze all plan benefits as of December 31, 1996. Benefits for the defined benefit retirement plan are based primarily on age of employees at date of retirement, years of creditable service and the average of the highest 60 months of pay during the 15 years prior to the plan freeze date. We also have defined benefit pension plans for eligible employees outside of the U.S., as well as an unfunded nonqualified supplemental defined benefit plan for certain U.S. executives.

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TableOn May 23, 2018, the Company’s Board of Contents
McKESSON CORPORATION
FINANCIAL NOTES (Continued)

Directors approved the termination of our frozen U.S. defined benefit pension plan (“Plan”).  The distribution of plan assets pursuant to the termination will not be made until the plan termination satisfies all regulatory requirements, which is expected to be completed by the second half of 2020. Plan participants will receive their full accrued benefits from plan assets by electing either lump sum distributions or annuity contracts with a qualifying third-party annuity provider. The plan termination is expected to result in pension settlement expense in 2020, which will be determined based on prevailing market conditions, the actual lump sum distributions and annuity purchase rates at the date of distribution. As a result, we are currently unable to reasonably estimate timing nor the final amount of such settlement charges. However, as of March 31, 2019 and 2018, this defined benefit pension plan had an accumulated comprehensive loss of approximately $121 million and $120 million.
Our non-U.S. defined benefit pension plans cover eligible employees located predominantly in Norway, United Kingdom, Germany, and Germany.Canada. Benefits for these plans are based primarily on each employee’s final salary, with annual adjustments for inflation. The obligations in Norway are largely related to the state-regulated pension plan which is managed by the Norwegian Public Service Pension Fund (“SPK”). According to the terms of the SPK, the plan assets of state regulated plans in Norway must correspond very closely to the pension obligation calculated using the principles codified in Norwegian law. The shortfall may not exceed 1% of the obligation. If the shortfall exceeds this threshold, it must be remedied within two years. In the United Kingdom, we have subsidiaries that participate in a joint pension plan. This plan is largely funded by contractual trust arrangements that hold Company assets that may only be used to pay pension obligations. The Trustee Board decides on the minimum contribution to the plan in association with selected employees of the entity. A valuation is performed at regular intervals in order to determine the amount of the contribution and to ensure that the minimum contribution is made. The pension obligation in Germany is unfunded with the exception of the contractual trust arrangement used to fund pensions of Celesio’sMcKesson Europe’s Management Board.
Defined benefit plan assets and obligations are measured as of the Company’s fiscal year-end.
The net periodic expense for our pension plans which includes net pension expense of Celesio beginning February 2014, is as follows:
U.S. Plans Non-U.S. PlansU.S. Plans Non-U.S. Plans
Years Ended March 31, Years Ended March 31,Years Ended March 31, Years Ended March 31,
(In millions)2016 2015 2014 2016 2015 20142019 2018 2017 2019 2018 2017
Service cost - benefits earned during the year$4
 $1
 $4
 $20
 $16
 $6
$
 $3
 $5
 $15
 $15
 $15
Interest cost on projected benefit obligation18
 19
 19
 24
 34
 11
14
 14
 13
 21
 22
 23
Expected return on assets(19) (21) (20) (30) (30) (12)(16) (19) (15) (23) (26) (26)
Amortization of unrecognized actuarial loss, prior service costs and net transitional obligation42
 19
 32
 3
 3
 4
Amortization of unrecognized actuarial loss and prior service costs5
 6
 11
 4
 5
 4
Curtailment/settlement loss (gain)2
 
 
 
 6
 (1)4
 2
 
 1
 1
 (2)
Net periodic pension expense$47
 $18
 $35
 $17
 $29
 $8
$7
 $6
 $14
 $18
 $17
 $14
The projected unit credit method is utilized in measuring net periodic pension expense over the employees’ service life for the pension plans. Unrecognized actuarial losses exceeding 10% of the greater of the projected benefit obligation or the market value of assets are amortized straight-line over the average remaining future service periods.period of active employees.

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McKESSON CORPORATION
FINANCIAL NOTES (Continued)

Information regarding the changes in benefit obligations and plan assets for our pension plans is as follows:
U.S. Plans Non-U.S. PlansU.S. Plans Non-U.S. Plans
Years Ended March 31, Years Ended March 31,Years Ended March 31, Years Ended March 31,
(In millions)2016 2015 2016 20152019 2018 2019 2018
Change in benefit obligations              
Benefit obligation at beginning of period (1)
$583
 $540
 $963
 $934
$485
 $513
 $1,035
 $943
Service cost4
 1
 20
 16

 3
 15
 15
Interest cost18
 19
 24
 34
14
 14
 21
 22
Actuarial loss (gain)(13) 53
 (64) 194
4
 1
 35
 (15)
Benefit payments(54) (30) (35) (49)
Benefits paid(64) (44) (36) (42)
Expenses paid
 (2) (1) (1)
Amendments
 
 (2) (6)
 
 
 (2)
Expenses paid(3) 
 
 
Acquisitions
 
 1
 
Foreign exchange impact and other
 
 (7) (160)
 
 (80) 115
Benefit obligation at end of period (1)
$535
 $583
 $899
 $963
$439
 $485
 $990
 $1,035
              
Change in plan assets              
Fair value of plan assets at beginning of period$298
 $300
 $612
 $590
$335
 $293
 $687
 $623
Actual return on plan assets(3) 16
 2
 88
12
 35
 18
 21
Employer and participant contributions24
 12
 44
 73
39
 53
 23
 17
Benefits paid(54) (30) (35) (49)(64) (44) (36) (42)
Expenses paid(3) 
 
 

 (2) (1) (1)
Acquisitions
 
 
 
Foreign exchange impact and other
 
 (16) (90)
 
 (49) 69
Fair value of plan assets at end of period$262
 $298
 $607
 $612
$322
 $335
 $642
 $687
              
Funded status at end of period$(273) $(285) $(292) $(351)$(117) $(150) $(348) $(348)
              
Amounts recognized on the balance sheet              
Assets$
 $
 $21
 $
$7
 $10
 $20
 $19
Current liabilities(2) (17) (11) (6)(115) (39) (13) (7)
Long-term liabilities(271) (268) (302) (345)(9) (121) (355) (360)
Total$(273) $(285) $(292) $(351)$(117) $(150) $(348) $(348)
(1)The benefit obligation is the projected benefit obligation.
The following table provides the projected benefit obligation, accumulated benefit obligation and fair value of plan assets for all our pension plans, with anincluding accumulated benefit obligation in excess of plan assets.
U.S. Plans Non-U.S. PlansU.S. Plans Non-U.S. Plans
March 31, March 31,March 31, March 31,
(In millions)2016 2015 2016 20152019 2018 2019 2018
Projected benefit obligation$535
 $583
 $899
 $963
$439
 $485
 $990
 $1,035
Accumulated benefit obligation535
 583
 855
 897
439
 485
 949
 990
Fair value of plan assets262
 298
 607
 612
322
 335
 642
 687

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McKESSON CORPORATION
FINANCIAL NOTES (Continued)

Amounts recognized in accumulated other comprehensive income (pre-tax) consist of:
U.S. Plans Non-U.S. PlansU.S. Plans Non-U.S. Plans
March 31, March 31,March 31, March 31,
(In millions)2016 2015 2016 20152019 2018 2019 2018
Net actuarial loss$185
 $220
 $133
 $175
$133
 $134
 $186
 $162
Prior service credit
 
 (11) (6)
 
 (4) (5)
Total$185
 $220
 $122
 $169
$133
 $134
 $182
 $157
Other changes in accumulated other comprehensive income (pre-tax) were as follows:
U.S. Plans Non-U.S. PlansU.S. Plans Non-U.S. Plans
Years Ended March 31, Years Ended March 31,Years Ended March 31, Years Ended March 31,
(In millions)2016 2015 2014 2016 2015 20142019 2018 2017 2019 2018 2017
Net actuarial loss (gain)$9
 $58
 $(31) $(38) $117
 $12
$8
 $(15) $(17) $42
 $(11) $47
Prior service credit
 
 (8) (5) (8) 

 
 
 
 (2) 
Amortization of:                      
Net actuarial loss(44) (27) (32) (5) (5) (4)(9) (8) (11) (5) (6) (4)
Prior service credit (cost)
 8
 
 2
 2
 2

 
 
 
 
 2
Foreign exchange impact and other
 
 (1) (1) (8) 4

 
 
 (12) 19
 (10)
Total recognized in other comprehensive loss (income)$(35) $39
 $(72) $(47) $98
 $14
$(1) $(23) $(28) $25
 $
 $35
We expect to amortize $15$11 million of actuarial loss for the pension plans from stockholders’ equity to pension expense in 2017. Comparable2020. The comparable 20162019 amounts were $1 million of prior service credit and $47amount was $14 million of actuarial loss. In addition, we expect to recognize $132 million in actuarial losses for the pension plans to stockholders’ equity in 2020 as a result of $121 million from the termination of the U.S. defined benefit pension plan and $11 million from the settlement from the executive benefit retirement plan for a recently retired executive.
Projected benefit obligations related to our unfunded U.S. plans were $175$124 million and $189$160 million at March 31, 20162019 and 20152018. Pension obligations for our unfunded plans are based on the recommendations of independent actuaries. Projected benefit obligations relating to our unfunded non-U.S. plans were $272$293 million and $222$297 million at March 31, 20162019 and 2015.2018. Funding obligations for our non-U.S. plans vary based on the laws of each non-U.S. jurisdiction.
Expected benefit payments, including assumed executive lump sum payments, for our pension plans are as follows: $59$180 million, $174$64 million, $110$64 million, $66$62 million and $65$62 million for 20172020 to 20212024 and $327 million for 20222025 through 2026.2029. Expected benefit payments are based on the same assumptions used to measure the benefit obligations and include estimated future employee service. Expected contributions to be made for our pension plans are $15$146 million for 2017.2020.

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McKESSON CORPORATION
FINANCIAL NOTES (Continued)

Weighted-average assumptions used to estimate the net periodic pension expense and the actuarial present value of benefit obligations were as follows:
U.S. Plans Non-U.S. PlansU.S. Plans Non-U.S. Plans
Years Ended March 31, Years Ended March 31,Years Ended March 31, Years Ended March 31,
2016 2015 2014 2016 2015 20142019 2018 2017 2019 2018 2017
Net periodic pension expense                      
Discount rates3.36% 3.74% 3.39% 2.36% 3.85% 3.95%3.83% 3.55% 3.40% 2.35% 2.34% 2.72%
Rate of increase in compensation4.00
 4.00
 4.00
 2.80
 3.11
 2.66
N/A (1)

 4.00
 4.00
 3.13
 2.72
 2.76
Expected long-term rate of return on plan assets6.75
 7.25
 7.25
 4.87
 5.39
 5.71
5.25
 6.25
 6.25
 3.71
 4.03
 4.51
Benefit obligation                      
Discount rates3.27% 3.18% 3.58% 2.84% 2.50% 3.92%3.65% 3.69% 3.39% 2.13% 2.35% 2.35%
Rate of increase in compensation4.00
 4.00
 4.00
 2.98
 3.24
 3.27
N/A (1)

 
N/A (1)

 4.00
 3.18
 2.59
 3.18

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McKESSON CORPORATION
FINANCIAL NOTES (Continued)

(1)This assumption is no longer needed in actuarial valuations as U.S. plans are frozen or have fixed benefits for the remaining active participants.
Our defined benefit pension plan liabilities are valued using a discount rate based on a yield curve developed from a portfolio of high quality corporate bonds rated AA or better whose maturities are aligned with the expected benefit payments of our plans. For March 31, 20162019, our U.S. defined benefit liabilities are valued using a weighted average discount rate of 3.27%3.65%, which represents an increasea decrease of 94 basis points from our 20152018 weighted-average discount rate of 3.18%3.69%. Our non-U.Snon-U.S. defined benefit pension plan liabilities are valued using a weighted-average discount rate of 2.84%2.13%, which represents an increasea decrease of 3422 basis points from our 2015 weighted-average2018 weighted average discount rate of 2.50%2.35%.
Sensitivity to changes in the weighted-average discount rate for our pension plans is as follows:
 U.S. Plans Non-U.S. Plans
(In millions)
One Percentage
Point Increase
 
One Percentage
Point Decrease
 
One Percentage
Point Increase
 
One Percentage
Point Decrease
Increase (decrease) on projected benefit obligation$(35) $41 $(85) $101
Increase (decrease) on net periodic pension cost     (4)  6
Plan Assets
Investment Strategy: The overall objective for U. S. pension plan assets ishas been to generate long-term investment returns consistent with capital preservation and prudent investment practices, with a diversification of asset types and investment strategies. Periodic adjustments arewere made to provide liquidity for benefit payments and to rebalance plan assets to their target allocations.
In September 2018, a new investment allocation strategy was put in place to protect the funded status of the U.S. plan assets subsequent to Board approval of U.S. pension plan termination. The target allocation for U.S. plan assets at March 31, 2019 is 100% fixed income investments including cash and cash equivalents. The target allocations for U.S. plan assets at March 31, 2018 were 2016 and 2015 are 50%26% equity investments, 45%70% fixed income investments including cash and cash equivalents and 5%4% real estate. Equity investments include common stock, preferred stock, and equity commingled funds. Fixed income investments include corporate bonds, government securities, mortgage-backed securities, asset-backed securities, other directly held fixed income investments, and fixed income commingled funds. The real estate investment isinvestments are in a commingled real estate fund.
For both U.S. and non-U.S. plan assets, the investment strategies are subject to local regulations and the asset/liability profiles of the plans in each individual country. Plan assets of the non-U.S. plans are broadly invested in a manner appropriate to the nature and duration of the expected future retirement benefits payable under the plans. Plan assets are primarily invested in high-quality corporate and government bond funds and equity securities. Assets are properly diversified to avoid excessive reliance on any particular asset, issuer or group of undertakings so as to avoid accumulations of risk in the portfolio as a whole.
We develop the expected long-term rate of return assumption based on the projected performance of the asset classes in which plan assets are invested. The target asset allocation was determined based on the liability and risk tolerance characteristics of the plans and at times may be adjusted to achieve overall investment objectives.
Fair Value Measurements: The following tables represent our pension plan assets as of March 31, 20162019 and 20152018, using the fair value hierarchy by asset class. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level 1 refers to fair values determined based on unadjusted quoted prices in active markets for identical assets. Level 2 refers to fair values estimated using significant other observable inputs and Level 3 includes fair values estimated using significant unobservable inputs.

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McKESSON CORPORATION
FINANCIAL NOTES (Continued)

 U.S. Plans Non-U.S. Plans
 March 31, 2016 March 31, 2016
(In millions)Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Cash and cash equivalents$4
 $
 $
 $4
 $4
 $
 $
 $4
Equity securities:               
Common and preferred stock16
 
 
 16
 
 
 
 
Equity commingled funds
 165
 
 165
 6
 150
 
 156
Fixed income securities:               
Government securities
 12
 
 12
 23
 68
 
 91
Corporate bonds
 12
 
 12
 1
 14
 
 15
Mortgage-backed securities
 14
 
 14
 
 
 
 
Asset-backed securities and other
 22
 
 22
 
 
 
 
Fixed income commingled funds
 
 
 
 66
 120
 
 186
Other:               
Real estate funds
 
 17
 17
 
 
 24
 24
Other
 
 
 
 21
 107
 3
 131
Total$20
 $225
 $17
 $262
 $121
 $459
 $27
 $607
U.S. Plans Non-U.S. PlansU.S. Plans Non-U.S. Plans
March 31, 2015 March 31, 2015March 31, 2019 March 31, 2019
(In millions)Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 TotalLevel 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Cash and cash equivalents$55
 $1
 $
 $56
 $8
 $
 $
 $8
$11
 $
 $
 $11
 $6
 $
 $
 $6
Equity securities:                              
Common and preferred stock18
 
 
 18
 
 
 
 

 
 
 
 
 
 
 
Equity commingled funds
 138
 
 138
 7
 149
 
 156

 
 
 
 62
 82
 
 144
Fixed income securities:                              
Government securities
 14
 
 14
 26
 53
 
 79

 33
 
 33
 4
 135
 
 139
Corporate bonds
 14
 
 14
 
 13
 
 13

 273
 
 273
 8
 18
 
 26
Mortgage-backed securities
 14
 
 14
 
 
 
 

 
 
 
 
 
 
 
Asset-backed securities and other
 26
 
 26
 
 
 
 

 5
 
 5
 
 
 
 
Fixed income commingled funds
 
 
 
 64
 127
 
 191

 
 
 
 125
 110
 6
 241
Other:                              
Real estate funds
 
 18
 18
 
 
 26
 26

 
 
 
 2
 3
 
 5
Other commingled funds
 
 
 
 
 13
 
 13
Other
 
 
 
 7
 115
 4
 126

 
 
 
 21
 
 3
 24
Total$73
 $207
 $18
 $298
 $112
 $470
 $30
 $612
$11
 $311
 $
 $322
 $228
 $348
 $9
 $585
Assets held at NAV practical expedient (1)
               
Equity commingled funds      
       8
Fixed income commingled funds      
       
Real estate funds      
       
Other      
       49
Total plan assets

 

 

 $322
 

 

 

 $642

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McKESSON CORPORATION
FINANCIAL NOTES (Continued)

 U.S. Plans Non-U.S. Plans
 March 31, 2018 March 31, 2018
(In millions)Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Cash and cash equivalents$39
 $
 $
 $39
 $3
 $
 $
 $3
Equity securities:               
Common and preferred stock7
 
 
 7
 
 
 
 
Equity commingled funds
 
 
 
 41
 94
 
 135
Fixed income securities:               
Government securities
 85
 
 85
 5
 113
 
 118
Corporate bonds
 58
 
 58
 114
 136
 
 250
Mortgage-backed securities
 7
 
 7
 
 
 
 
Asset-backed securities and other
 21
 
 21
 
 
 
 
Fixed income commingled funds
 
 
 
 
 64
 
 64
Other:               
Real estate funds
 
 
 
 2
 
 
 2
Other
 
 
 
 22
 
 4
 26
Total$46
 $171
 $
 $217
 $187
 $407
 $4
 $598
Assets held at NAV practical expedient (1)
               
Equity commingled funds      54
       27
Fixed income commingled funds      53
       
Real estate funds      11
       
Other      
       62
Total plan assets

 

 

 $335
 

 

 

 $687
(1)Equity commingled funds, fixed income commingled funds, real estate funds and other investments for which fair value is measured using the NAV per share as a practical expedient are not leveled within the fair value hierarchy and are included as a reconciling item to total investments.
Cash and cash equivalents - Cash and cash equivalents include short-term investment funds that maintain daily liquidity and aim to have constant unit values of $1.00. The funds invest in short-term fixed income securities and other securities with debt-like characteristics emphasizing short-term maturities and high credit quality. Directly held cash and cash equivalents are classified as Level 1 investments. Cash and cash equivalents include money market funds and other commingled funds, which have daily net asset values derived from the underlying securities; these are classified as Level 1 investments.
Common and preferred stock - This investment class consists of common and preferred shares issued by U.S. and non-U.S. corporations. Common shares are traded actively on exchanges and price quotes are readily available. Preferred shares may not be actively traded. Holdings of common shares are generally classified as Level 1 investments. Preferred shares are classified as Level 2 investments.
Equity commingled funds - Some equity investments are held in commingled funds, which have daily net asset values derived from quoted prices for the underlying securities in active markets; these are classified as Level 1 or Level 2 investments.
Fixed income securities - Government securities consist of bonds and debentures issued by central governments or federal agencies; corporate bonds consist of bonds and debentures issued by corporations; mortgage-backed securities consist of debt obligations secured by a mortgage or pool of mortgages; and asset-backed securities primarily consist of debt obligations secured by an asset or pool of assets other than mortgages. Inputs to the valuation methodology include quoted prices for similar assets in active markets, and inputs that are observable for the asset, either directly or indirectly, for substantially the full term of the asset. Multiple prices and price types are obtained from pricing vendors whenever possible, enabling cross-provider price validations. Fixed income securities are generally classified as Level 1 or Level 2 investments.

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McKESSON CORPORATION
FINANCIAL NOTES (Continued)

Fixed income commingled funds - Some fixed income investments are held in exchange traded or commingled funds, which have daily net asset values derived from the underlying securities; these are classified as Level 1, 2 or 23 investments.
Real estate funds - The value of the real estate funds is reported by the fund manager and is based on a valuation of the underlying properties. Inputs used in the valuation include items such as cost, discounted future cash flows, independent appraisals and market based comparable data. The real estate funds are classified as Level 3 investments.
Other commingled funds - The other commingled funds are invested in equities, bonds, commodities, other alternative investments and cash and cash equivalents. These funds are valued based on the weekly net asset values derived from the quoted prices for the underlying securities in active markets and, for alternative investments, based on other valuation techniques. Other commingled funds are classified as Level 1, 2, or Level 23 investments.
Other - At March 31, 20162019 and 2015,2018, this includes $40$35 million and $39$38 million of plan asset value relating to the SPK. In principle, the SPK is organized as a pay-as-you-go system guaranteed by the Norwegian government as it holds no Company-owned assets to back the pension liabilities. The Company pays a pension premium used to fund the plan, which is paid directly to the Norwegian government who establishes an account for each participating employer to keep track of the financial status of the plan, including managing the contributions and the payments. Further, the investment return credited to this account is determined annually by the SPK based on the performance of long-term government bonds.

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McKESSON CORPORATION
FINANCIAL NOTES (Continued)

The following table represents a reconciliation ofactivity attributable to Level 3 plan assets held duringwas insignificant in the years ended March 31, 20162019 and 2015:
 U.S. Plans Non-U.S. Plans
(In millions)
Real Estate
Funds
 Total 
Real
Estate
Funds
 Other Total
Balance at March 31, 2014$16
 $16
 $7
 $5
 $12
Acquisitions
 
 
 
 
Unrealized gain on plan assets still held2
 2
 1
 
 1
Purchases, sales and settlements
 
 18
 (1) 17
Balance at March 31, 2015$18
 $18
 $26
 $4
 $30
Acquisitions
 
 
 
 
Unrealized gain on plan assets still held1
 1
 (2) (1) (3)
Purchases, sales and settlements(2) (2) 
 
 
Balance at March 31, 2016$17

$17
 $24
 $3
 $27
2018.
Multiemployer Plans
The Company contributes to a number of multiemployer pension plans under the terms of collective-bargaining agreements that cover union-represented employees in the U.S. In 2016,2017, we also contributed to the Pensjonsordningen for Apoteketaten (“POA”), a mandatory multiemployer pension scheme for our pharmacy employees in Norway, managed by the association of Norwegian Pharmacies.
The risks of participating in these multiemployer plans are different from single-employer pension plans in the following aspects: (i) assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers; (ii) if a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers; and (iii) if the Company chooses to stop participating in some of its multiemployer plans, the Company may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability. Actions taken by other participating employers may lead to adverse changes in the financial condition of a multiemployer benefit plan and our withdrawal liability and contributions may increase.
Contributions and amounts accrued for U.S. Plans were not material for the years ended March 31, 2016, 2015,2019, 2018, and 2014.2017. Contributions to the POA for non-U.S. Plans exceeding 5% of total plan contributions were $2327 million, $24$16 million and $5$18 million in 2016, 20152019, 2018 and 2014.2017. Based on actuarial calculations, we estimate the funded status for our non-U.S. Plans to be approximately 66%75% as of March 31, 2016.2019. No amounts were accrued for liability associated with the POA as we have no intention to withdraw from the plan.
Defined Contribution Plans
We have a contributory profit sharing investmentretirement savings plan (“PSIP”RSP”) for U.S. eligible employees. Eligible employees may contribute to the PSIPRSP up to 75% of their eligible compensation on a pre-tax or post-tax basis not to exceed IRS limits. The Company makes matching contributions in an amount equal to 100% of the employee’s first 3% of pay contributed and 50% for the next 2% of pay contributed. The Company also may make an additional annual matching contribution for each plan year to enable participants to receive a full match based on their annual contribution. The Company also contributed to non-U.S. plans that are available in certain countries. Contribution expenses for the PSIPRSP and non-U.S. plans were $99$92 million, $10382 million and $8398 million for the years ended March 31, 20162019, 20152018, and 20142017.

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19.Postretirement Benefits
We maintain a number of postretirement benefits, primarily consisting of healthcare and life insurance (“welfare”) benefits, for certain eligible U.S. employees. Eligible employees consist of those who retired before March 31, 1999 and those who retired after March 31, 1999, but were an active employee as of that date, after meeting other age-related criteria. We also provide postretirement benefits for certain U.S. executives. Defined benefit plan obligations are measured as of the Company’s fiscal year-end.
The net periodic (credit) expense for our postretirement welfare benefits is as follows:
Years Ended March 31,Years Ended March 31,
(In millions)2016 2015 20142019 2018 2017
Service cost - benefits earned during the year$1
 $1
 $2
$1
 $1
 $1
Interest cost on accumulated benefit obligation4
 5
 5
2
 2
 2
Amortization of unrecognized actuarial gain and prior service credit
 (4) (1)(5) (6) (1)
Curtailment gain
 
 (2)
Net periodic postretirement expense$5
 $2
 $4
Net periodic postretirement (credit) expense$(2) $(3) $2
Information regarding the changes in benefit obligations for our postretirement welfare plans is as follows:
Years Ended March 31,Years Ended March 31,
(In millions)2016 20152019 2018
Benefit obligation at beginning of period$118
 $119
$78
 $82
Service cost1
 1
1
 1
Interest cost4
 5
2
 2
Plan amendments(16) 
Actuarial loss3
 5
Actuarial gain(3) (1)
Benefit payments(11) (12)(5) (6)
Curtailment gain(1) 
Benefit obligation at end of period$98
 $118
$73
 $78
The components of the amount recognized in accumulated other comprehensive income for the Company’s other postretirement benefits at March 31, 20162019 and 20152018 were net actuarial lossesgains of $4$7 million and $18 million and net prior service credits of $16$9 million and $111 million. Other changes in benefit obligations recognized in other comprehensive income were net actuarial lossesgains of $3$1 million in 2016 and $93 million in 20152019 and 2018 and net prior service credits of $16$2 million and $3 million in 2016.2019 and 2018.
We estimate that the amortization of the actuarial lossincome from stockholders’ equity to other postretirement expensegain in 20172020 will be $15 million. Comparable 20162019 amount was a gainbenefit of $15 million.
Other postretirement benefits are funded as claims are paid. Expected benefit payments for our postretirement welfare benefit plans are as follows: $117 million, $9$7 million, $9$7 million, $8$7 million and $8$6 million for 20172020 to 20212024 and $3426 million cumulatively for 20222025 through 2026.2029. Expected benefit payments are based on the same assumptions used to measure the benefit obligations and include estimated future employee service. Expected contributions to be made for our postretirement welfare benefit plans are $117 million for 2017.2020.
Weighted-average discount rates used to estimate postretirement welfare benefit expenses were 3.59%3.79%, 4.07%3.83% and 3.84%3.68% for 20162019, 20152018 and 20142017. Weighted-average discount rates for the actuarial present value of benefit obligations were 3.68%3.92%, 3.61%3.92% and 4.08%3.82% for 20162019, 20152018 and 20142017.

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Actuarial gain or loss for the postretirement welfare benefit plan is amortized to income or expense over a three-year period. The assumed healthcare cost trends used in measuring the accumulated postretirement benefit obligation were 6.50%3.00% for 2019 and 6.75% for prescription drugs, 7.00/6.50% and 7.25/6.75% for ages pre-65/post-65 medical and 5.00% for dental in 2016 and 20152018. For 20162019, 20152018 and 20142017, a one-percentage-point increase or decrease in the assumed healthcare cost trend rate would not have a material impact on the postretirement benefit obligations.

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Pursuant to various collective bargaining agreements, we contribute to multiemployer health and welfare plans that cover union-represented employees. Our liability is limited to the contractual dollar obligations set forth by the collective bargaining agreements. Contributions to the plans and amounts accrued were not material for the years ended March 31, 20162019, 20152018, and 20142017.
20.Hedging Activities
In the normal course of business, we are exposed to interest rate and foreign currency exchange rate fluctuations. At times, we limit these risks through the use of derivatives such as interest ratecross-currency swaps, cross currency swaps and foreign currency forward contracts.contracts and interest rate swaps. In accordance with our policy, derivatives are only used for hedging purposes. We do not use derivatives for trading or speculative purposes.
Interest rate risk
From time to time, we may enter into interest rate swaps which involve the exchange of floating and fixed-rate interest payments. Our interest rate swaps that were outstanding at March 31, 2014 all matured during the first half of 2015. These contracts were not designated for hedge accounting and, accordingly, changes in the fair value of these swaps were recorded directly in earnings. Amounts recorded to earnings were not material for 2015 and 2014.
Foreign currency exchange risk
We conduct our business worldwide in U.S. dollars and the functional currencies of our foreign subsidiaries, including Euro, British pound sterling and Canadian dollar.dollars. Changes in foreign currency exchange rates could have a material adverse impact on our financial results that are reported in U.S. dollars. We are also exposed to foreign currency exchange rate risk related to our foreign subsidiaries, including intercompany loans denominated in non-functional currencies. We have certain foreign currency exchange rate risk programs that use foreign currency forward contracts and cross currencycross-currency swaps. These forward contracts and cross currencycross-currency swaps are generally used to offset the potential income statement effects from intercompany loans denominated in non-functional currencies. These programs reduce but do not entirely eliminate foreign currency exchange rate risk.
At March 31, 2019 and 2018, we had €1.95 billion Euro-denominated notes and £450 million British pound sterling-denominated notes designated as non-derivative net investment hedges which hedge portions of our net investments in non-U.S. subsidiaries against the effect of exchange rate fluctuations on the translation of foreign currency balances to the U.S. dollar. For all notes that are designated as net investment hedges and meet effectiveness requirements, the changes in carrying value of the notes attributable to the change in spot rates are recorded in foreign currency translation adjustments within Accumulated Other Comprehensive Income in the consolidated statement of stockholders’ equity where they offset foreign currency translation gains and losses recorded on our net investments.  To the extent foreign currency denominated notes designated as net investment hedges are ineffective, changes in carrying value attributable to the change in spot rates are recorded in earnings. Gains of $259 million in 2019 and losses of $268 million and $13 million in 2018 and 2017 were recorded in other comprehensive income for net investment hedges. There was no ineffectiveness in our net investment hedges for the years ended March 31, 2019 and 2018.
Derivatives Designated as Hedges
In March 2019, we entered into cross-currency swap contracts with total gross notional amounts of $499 million Canadian dollars, which are designated as net investment hedges. In March 2018, we entered into cross-currency swap contracts with total gross notional amounts of £432 million British pound sterling, which are designated as net investment hedges. In November 2018, we entered into cross-currency swap contracts with total gross notional amounts of £500 million British pound sterling and $1 billion Canadian dollars, which are designated as net investment hedges.  Under the terms of the cross-currency swap contracts, we agree with third parties to exchange fixed interest payments in one currency for fixed interest payments in another currency at specified intervals and to exchange principal in one currency for principal in another currency, calculated by reference to agreed-upon notional amounts. These swaps are utilized to hedge portions of our net investments denominated in British pound sterling and Canadian dollars against the effect of exchange rate fluctuations on the translation of foreign currency balances to the U.S. dollar. The changes in the fair value of these derivatives attributable to the changes in spot currency exchange rates and differences between spot and forward interest rates are recorded in accumulated other comprehensive income in the consolidated statement of stockholders’ equity where they offset foreign currency translation gains and losses recorded on our net investments denominated in British pound sterling and Canadian dollars. To the extent foreign currency denominated notes designated as hedges are ineffective, changes in carrying value attributable to the change in spot rates are recorded in earnings. Gains of $53 million in 2019 and losses of $7 million in 2018 were recorded in other comprehensive income for net investment hedges. There was no ineffectiveness in our hedges for the years ended March 31, 2019 and 2018. These cross-currency swaps will mature between November 2020 and November 2024.
At March 31, 20162019 and 2015,2018, we had forward contracts to hedge the U.S. dollar against cash flows denominated in Canadian dollars with total gross notional amounts of $323$81 million and $399$162 million, which were designated as cash flow hedges. These contractsThe remaining contract will mature between March 2017 andin March 2020.
During the fourth quarter
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From time to time, we enteredalso enter into cross currencycross-currency swaps to convert fixed-rate British pound sterlinghedge intercompany loans denominated borrowings to fixed-rate U.S. dollar borrowings.in non-functional currencies. For our cross currencycross-currency swap transactions, we agree with another partythird parties to exchange fixed interest payments in one currency for fixed interest payments in another currency at specified intervals and to exchange principal in one currency for principal in another currency, at a fixed exchange rate, generally set at inception, calculated by reference to an agreed uponagreed-upon notional amount. The notional amount of each currency is exchanged at the inception and termination of the currency swap by each party.amounts. These cross currencycross-currency swaps are designed to reduce the income statement effects arising from fluctuations in foreign exchange rates and have been designated as cash flow hedges. The cross currency swaps mature from February 2018 toAt March 31, 2019 and have aMarch 31, 2018, we had cross-currency swaps with total gross notional amountamounts of approximately $546 million.$2,908 million and $3,412 million, which are designated as cash flow hedges. These swaps will mature between April 2020 and January 2024.
For forward contracts and currencycross-currency swaps that are designated as cash flow hedges, the effective portion of changes in the fair valuesvalue of the hedges is recorded into accumulated other comprehensive incomein Accumulated Other Comprehensive Income and reclassified into earnings in the same period in which the hedged transaction affects earnings. Changes in fair values representing hedge ineffectiveness are recognized in current earnings. Gain or losses on theseGains from cash flow hedges recorded in other comprehensive income were $28 million in 2019 and earningslosses of $30 million and $19 million in 2018 and 2017. Gains or losses reclassified from Accumulated Other Comprehensive Income and recorded in operating expenses in the consolidated statements of operations were not material in 2016, 20152019, 2018 and 2014.

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2017. There was no ineffectiveness in our cash flow hedges for the years ended March 31, 2019, 2018 and 2017.
Derivatives Not Designated as Hedges
Derivative instruments not designated as hedges are marked-to-market at the end of each accounting period with the change in value included in earnings.
We also have a number of forward contracts to primarily hedge the Euro against cash flows denominated primarily in British pound sterling and other European currencies. At March 31, 20162019 and 2015,2018, the total gross notional amounts of these contracts were $876$28 million and $1,755$29 million.
These contracts will mature through December 2016October 2020 and none of these contracts were designated for hedge accounting. Changes in the fair values for contracts not designated as hedges are recorded directly into earnings and accordingly, net gains of $60 million and net losses of $189 million were recorded within operating expenses and were not material in 20162019, 2018 and 2015. The2017. Gains or losses from these contracts are largely offset by changes in the value of the underlying intercompany foreign currency loans. Gains and losses from these contracts were not material in 2014.


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Information regarding the fair value of derivatives on a gross basis is as follows:
Balance Sheet
Caption
March 31, 2016 March 31, 2015
Balance Sheet
Caption
March 31, 2019 March 31, 2018
Fair Value of
Derivative
U.S. Dollar Notional 
Fair Value of
Derivative
U.S. Dollar Notional
Fair Value of
Derivative
U.S. Dollar Notional 
Fair Value of
Derivative
U.S. Dollar Notional
(In millions)AssetLiability AssetLiabilityAssetLiability AssetLiability
Derivatives designated for hedge accounting        
Foreign exchange
contracts (current)
Prepaid expenses and other$16
$
$80
 $14
$
$76
Prepaid expenses and other$17
$
$81
 $15
$
$81
Foreign exchange
contracts (non-current)
Other Noncurrent Assets46

243
 53

323
Other Noncurrent Assets


 14

81
Cross currency
swaps (non-current)
Other Noncurrent Liabilities
8
546
 


Cross-currency swaps (current)Prepaid expenses and other/Other Accrued Liabilities
18

 
7
504
Cross-currency swaps (non-current)Other Noncurrent Assets/Liabilities91
33
5,283
 
222
3,508
Total $62
$8

 $67
$

 $108
$51

 $29
$229

Derivatives not designated for hedge accounting        
Foreign exchange
contracts (current)
Prepaid expenses and other$23
$
$680
 $7
$
$493
Prepaid expenses and other$
$
$14
 $
$
$13
Foreign exchange
contracts (current)
Other accrued liabilities

196
 
79
1,262
Other accrued liabilities

14
 

16
Total $23
$

 $7
$79

 $
$

 $
$

Refer to Financial Note 21, “Fair Value Measurements,” for more information on these recurring fair value measurements.

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21.Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There is a three-level hierarchy that prioritizes the inputs used in determining fair value by their reliability and preferred use, as follows:
Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities.
Level 2 - Valuations based on quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data.
Level 3 - Valuations based on inputs that are both significant to the fair value measurement and unobservable.
At March 31, 20162019 and 2015,2018, the carrying amounts of cash, certain cash equivalents, restricted cash, marketable securities, receivables, drafts and accounts payable, short-term borrowings and other current liabilities approximated their estimated fair values because of the short maturity of these financial instruments.
The fair value of our commercial paper was determined using quoted prices in active markets for identical liabilities, which are considered to be Level 1 inputs.
Our long-term debt is carried at amortized cost. The carrying amounts and estimated fair values of these liabilities were $8.1$7.6 billion and $8.6$7.9 billion at March 31, 20162019 and $9.7$7.9 billion and $10.4$8.1 billion at March 31, 2015.2018. The estimated fair value of our long-term debt was determined using quoted market prices in a less active market and other observable inputs from available market information, which are considered to be Level 2 inputs, and may not be representative of actual values that could have been realized or that will be realized in the future.

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Assets Measured at Fair Value on a Recurring Basis
Our financial assets measuredCash and cash equivalents included investments in money market funds of $1,205 million and $799 million at March 31, 2019 and 2018. The fair value on a recurring basis consist of the following:
 March 31, 2016 March 31, 2015
(In millions)
Level 1Level 2Level 3Total Level 1Level 2Level 3Total
Cash Equivalents         
Money market funds (1)
$2,413
$
$
$2,413
 $2,880
$
$
$2,880
Time deposits (2)




 
94

94
Repurchase agreements (2)




 1,243


1,243
Total cash equivalents$2,413
$
$
$2,413
 $4,123
$94
$
$4,217
(1) Gross unrealized gain and losses were not material for the years ended March 31, 2016 and 2015 based on quoted prices of identical investments.
(2) The carrying amounts of these cash equivalents approximated their estimated fair values because of their short maturities.
Fair values of our marketable securities weremoney market funds was determined by using quoted prices for identical investments in active markets, for identical assets, which are considered to be Level 1 inputs under the fair value measurements and disclosure guidance. The carrying value of all other cash equivalents approximates their fair value due to their relatively short-term nature. Fair values for our marketable securities were not material at March 31, 20162019 and 2015.2018.
Fair values of our forward foreign currency contracts were determined using quoted market prices of similar instruments in an active market and other observable inputs from available market information.  Fair values of our foreign currencycross-currency swaps were determined using quoted foreign currency exchange rates and other observable inputs from available market information.  These inputs are considered Level 2 under the fair value measurements and disclosure guidance, and may not be representative of actual values that could have been realized or that will be realized in the future.
Refer to Financial Note 20, “Hedging Activities,” for fair value and other information on our foreign currency derivatives including forward foreign currency forward contracts and cross-currency swaps.
There were no transfers between Level 1, Level 2 or Level 3 of the fair value hierarchy during the years ended March 31, 20162019 and 20152018.

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Assets Measured at Fair Value on a Nonrecurring Basis
At March 31, 2019, assets measured at fair value on a nonrecurring basis primarily consisted of goodwill and long-lived assets for our European Pharmaceutical Solutions segment.
At March 31, 2018, assets measured at fair value on a nonrecurring basis consisted of goodwill, intangibles and other long-lived assets for our European Pharmaceutical Solutions segment and our Rexall Health business in Other.
Goodwill

Fair value assessments of the reporting unit and the reporting unit's net assets, which are performed for goodwill impairment tests, are considered a Level 3 measurement due to the significance of unobservable inputs developed using company specific information. We considered a market approach as well as an income approach using the DCF model to determine the fair value of the reporting unit.

Refer to Financial Note 2, “Goodwill Impairment Charges,” for more information regarding goodwill impairment charges recorded for certain reporting units during 2019, 2018 and 2017.

Long-lived Assets

We utilized multiple approaches including the DCF model and market approaches for estimating the fair value of intangible assets. The future cash flows used in the analysis are based on internal cash flow projections based on our long-range plans and include significant assumptions by management. Accordingly, the fair value assessment of the long-lived assets is considered a Level 3 fair value measurement.
We measure certain intangible and other long-lived assets and goodwill at fair value on a nonrecurring basis when they are deemed to be other-than-temporarily impaired. If the cost of an investment exceeds its fair value, we evaluate, among other factors, our intent to hold the investment, general market conditions, the duration and extent to which the fair value is less than cost and the financial outlook for the industry and location. An impairment charge is recorded when the cost of the asset exceeds its fair value and this condition is determined to be other-than-temporary.
Fiscal 2015
As discussed in Financial Note 9, “Discontinued Operations,3, “Restructuring and Asset Impairment Charges, during the fourth quarter of 2015, we recorded a $241non-cash pre-tax charges of $245 million pre-tax ($235207 million after-tax) non-cash impairment chargeduring 2019 and $479 million ($443 million after-tax) during 2018 to reduceimpair the carrying valuevalues of certain long-lived assets including intangible assets and capitalized software assets.
Liabilities Measured at Fair Value on a Nonrecurring Basis

At March 31, 2018, we remeasured the contingent consideration liability related to our Brazilian distribution business to its estimatedacquisition of CMM at fair value less coston a nonrecurring basis. Refer to sell. TheFinancial Note 4, “Business Combinations,” for more information on the fair value of this business was determined using income and market valuation approaches. Under the income approach, we used a discounted cash flow (“DCF”) analysis based on the estimated future results. This valuation approach is considered a Level 3contingent consideration liability. There were no liabilities measured at fair value measurement due to the useon a nonrecurring basis at March 31, 2019.

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Table of significant unobservable inputs related to the timing and amount of future cash flows based on projections of revenues and operating costs and discounting those cash flows to their present value. The key inputs and assumptions of the DCF method are the projected cash flows, the terminal value of the business and the discount rate. Under the market approach, we apply valuation multiples of reasonably similar publicly traded companies to the operating data of the subject business to derive the estimated fair value. This valuation approach is also considered a Level 3 fair value measurement. The key inputs for the market valuation approach were revenues and a selection of market multiples. The ultimate loss from the sale of the business may be higher or lower than our current assessment of the business’ fair value.Contents
Fiscal 2014McKESSON CORPORATION
As discussed in Financial Note 9, “Discontinued Operations,” during 2014, we recorded an $80 million non-cash pre-tax and after-tax impairment charge to reduce the carrying value of our International Technology business to its estimated fair value, less costs to sell. The impairment charge was primarily the result of the terms of the preliminary purchase offers received for this business during 2014. Accordingly, the fair value measurement is classified as Level 3 in the fair value hierarchy.FINANCIAL NOTES (Continued)

22.Lease Obligations
We lease facilities and equipment almost solely under operating leases. At March 31, 20162019, future minimum lease payments required under operating leases that have initial or remaining noncancelable lease terms in excess of one year for years ending March 31 are:
(In millions)
Noncancelable
Operating
Leases
Noncancelable Operating
Leases
2017$363
2018309
2019252
2020209
$454
2021168
397
2022343
2023290
2024236
Thereafter669
936
Total minimum lease payments (1)
$1,970
Total minimum lease payments (1) (2)
$2,656
(1)Amount includes future minimum lease payments for the sale-leaseback transaction of $49 million.
(2)
MinimumTotal minimum lease payments have not been reduced by minimum sublease rentalsincome of $45133 million due under future noncancelable subleases.

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RentalRent expense under operating leases was $433576 million, $440568 million and $298474 million in 20162019, 20152018 and 20142017. We recognize rent expense on a straight-line basis over the term of the lease, taking into account, when applicable, lessor incentives for tenant improvements, periods where no rent payment is required and escalations in rent payments over the term of the lease. Deferred rent is recognized for the difference between the rent expense recognized on a straight-line basis and the payments made per the terms of the lease. Remaining terms for facilities leases generally range from one to fourteenfifteen years, while remaining terms for equipment leases range from one to eightsix years. Most real property leases contain renewal options (generally for five-yearfive-year increments) and provisions requiring us to pay property taxes and operating expenses in excess of base period amounts. Sublease rental income was not material for 20162019, 20152018 and 20142017.
23.Financial Guarantees and Warranties
Financial Guarantees
We have agreements with certain of our customers’ financial institutions, mainly in Canada and Europe, under which we have guaranteed the repurchase of our customers’ inventory or our customers’ debt in the event these customers are unable to meet their obligations to those financial institutions. For our inventory repurchase agreements, among other requirements, inventories must be in resalable condition and any repurchase would be at a discount. The inventory repurchase agreements mostly relate to certain Canadian customers and generally range from one to two years. Customers’ debt guarantees range from one to twelveten years and are primarily provided to facilitate financing for certain customers. The majority of our customers’ debt guarantees are secured by certain assets of the customer. At March 31, 20162019, the maximum amounts of inventory repurchase guarantees and customers’ debt guarantees were $201251 million and $139115 million, of which $1 million had been accrued.we have not accrued any material amounts. The expirations of these financial guarantees are as follows: $194195 million, $822 million, $109 million, $1215 million and $1235 million from 20172020 through 20212024 and $104$90 million thereafter.
At March 31, 20162019, our banks and insurance companies have issued $142165 million of standby letters of credit and surety bonds, which were issued on our behalf mostly related to our customer contracts and in order to meet the security requirements for statutory licenses and permits, court and fiduciary obligations and our workers’ compensation and automotive liability programs. Additionally, at March 31, 2016, we have a commitment to contribute up to $4 million to a non-consolidated investment for building and equipment construction.
Our software license agreements generally include certain provisions for indemnifying customers against liabilities if our software products infringe a third party’s intellectual property rights. To date, we have not incurred any material costs as a result of such indemnification agreements and have not accrued any liabilities related to such obligations.

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In conjunction with certain transactions, primarily divestitures, we may provide routine indemnification agreements (such as retention of previously existing environmental, tax and employee liabilities) whose terms vary in duration and often are not explicitly defined. Where appropriate, obligations for such indemnifications are recorded as liabilities. Because the amounts of these indemnification obligations often are not explicitly stated, the overall maximum amount of these commitments cannot be reasonably estimated. Other than obligations recorded as liabilities at the time of divestiture, we have historically not made material payments as a result of these indemnification provisions.
Warranties
In the normal course of business, we provide certain warranties and indemnification protection for our products and services. For example, we provide warranties that the pharmaceutical and medical-surgical products we distribute are in compliance with the U.S. Food, Drug and Cosmetic Act and other applicable laws and regulations. We have received the same warranties from our suppliers, which customarily are the manufacturers of the products. In addition, we have indemnity obligations to our customers for these products, which have also been provided to us from our suppliers, either through express agreement or by operation of law.

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We also provide warranties regarding the performance of software and products we sell. Our liability under these warranties is to bring the product into compliance with previously agreed upon specifications. For software products, this may result in additional project costs, which are reflected in our estimates used for the percentage-of-completion method of accounting for software installation services within these contracts. In addition, most of our customers who purchase our software and automation products also purchase annual maintenance agreements. Revenues from these maintenance agreements are recognized on a straight-line basis over the contract period and the cost of servicing product warranties is charged to expense when claims become estimable. Accrued warranty costs were not material to the consolidated balance sheets.
24.Commitments and Contingent Liabilities
In addition to commitments and obligations incurred in the ordinary course ofour business, we are subject to variousa variety of claims incidental to the normal conduct of our business, including claims withfrom customers and vendors, pending and potential legal actions for damages, investigations relating to governmental laws and regulationsinvestigations, and other matters arising out of the normal conduct of our business. As described below, many of these proceedings are at preliminary stages and many seek an indeterminate amount of damages.
When a lossmatters. The Company is considered probable and reasonably estimable, we record a liabilityvigorously defending itself against claims in the amount of our best estimate for the ultimate loss. However, the likelihood of a loss with respect to a particular contingency is often difficult to predict and determining a meaningful estimate of the loss or a range of loss may not be practicable based on the information available and the potential effect of future events and decisions by third parties that will determine the ultimate resolution of the contingency. Moreover, it is not uncommon for such matters to be resolved over many years, during which time relevant developments and new information must be reevaluated at least quarterly to determine both the likelihood of potential loss and whether it is possible to reasonably estimate a range of possible loss. When a loss is probable but a reasonable estimate cannot be made, disclosure of the proceeding is provided.
Disclosure also is provided when it is reasonably possible that a loss will be incurred or when it is reasonably possible that the amount of a loss will exceed the recorded provision. We review all contingencies at least quarterly to determine whether the likelihood of loss has changed and to assess whether a reasonable estimate of the loss or range of loss can be made. As discussed above, development of a meaningful estimate of loss or a range of potential loss is complex when the outcome is directly dependent on negotiations with or decisions by third parties, such as regulatory agencies, the court system and other interested parties. Such factors bear directly on whether it is possible to reasonably estimate a range of potential loss and boundaries of high and low estimates.
We are party to the legal proceedings described below. Unless otherwise stated,If we are currently unable to estimate a range of reasonably possible losses for the unresolved proceedings described below. Should any oneunsuccessful in defending, or a combination of more than one of these proceedings be successful, or shouldif we determine to settle, any or a combination of these matters, we may be required to pay substantial sums, becomebe subject to the entry of an injunction or be forced to change the manner in whichhow we operate our business, which could have a material adverse impact on our financial position or results of operations.
Unless otherwise stated, we are unable to reasonably estimate the loss or a range of possible loss for the matters described below. Often, it is not reasonably possible for us determine that a loss is probable for a claim, or to reasonably estimate the amount of loss or a range of loss, because of the limited information available and the potential effects of future events and decisions by third parties, such as courts and regulators, that will determine the ultimate resolution of the claim. Many of the matters described below are at preliminary stages, raise novel theories of liability or seek an indeterminate amount of damages. It is not uncommon for claims to be resolved over many years. We review loss contingencies at least quarterly, to determine whether the loss probability has changed and whether we can make a reasonable estimate of the possible loss or range of loss. When we determine that a loss from a claim is probable and reasonably estimable, we record a liability in the amount of our estimate for the ultimate loss. We also provide disclosure when it is reasonably possible that a loss may be incurred or when it is reasonably possible that the amount of a loss will exceed our recorded liability.

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FINANCIAL NOTES (Continued)

I. Litigation and Claims Involving Distribution of Controlled Substances
The Company is a defendant in many cases asserting claims related to distribution of controlled substances to pharmacies. We often are named as defendants along with other pharmaceutical wholesale distributors, pharmaceutical manufacturers and retail pharmacy chains. The plaintiffs in these actions include state attorneys general, county and municipal governments, hospitals, Indian tribes, pension funds, third-party payors and individuals. These actions have been filed in state and federal courts throughout the United States, and in Puerto Rico and Canada. They contain a variety of causes of action, including negligence, public nuisance, unjust enrichment, civil conspiracy, as well as alleging violations of the Racketeer Influenced and Corrupt Organizations Act, state and federal controlled substances laws and other statutes.
Since December 5, 2017, nearly all such cases pending in federal district courts have been transferred for consolidated pre-trial proceeding to a multi-district litigation (“MDL”) in the United States District Court for the Northern District of Ohio captioned In re: National Prescription Opiate Litigation, Case No. 17-md-28-04. At present, there are approximately 1,700 cases under the jurisdiction of the MDL court. On September 7, 2007, McKesson Specialty Arizona Inc. was servedDecember 19, 2018, the court dismissed the City of Akron’s public nuisance claim and denied dismissal of all other claims challenged in defendants’ motions to dismiss. The court has set a trial date of October 21, 2019 for the claims brought by Cuyahoga County, Ohio and Summit County, Ohio.
The Company is also named in more than 240 similar state court cases in 37 states plus Puerto Rico. These include actions filed by sixteen state attorneys general, and some by or on behalf of individuals, including wrongful death lawsuits and putative class action lawsuits brought on behalf of children with a complaintNeonatal Abstinence Syndrome due to alleged exposure to opioids in utero. Some of the state courts have ruled on defendants’ motions to dismiss. In the Connecticut coordinated actions, the court granted defendants’ motion to dismiss on January 8, 2019 and dismissed all claims filed inby 21 municipalities; plaintiffs appealed this decision on January 22, 2019. In the New York coordinated actions, the court denied the distributors’ motion to dismiss on July 17, 2018; the distributor defendants appealed this decision on August 3, 2018. In the action filed by the Commonwealth of Puerto Rico, the court, on December 12, 2018, dismissed plaintiff’s unjust enrichment claim and declined to dismiss the remaining claims; the distributor defendants filed a motion for reconsideration on December 27, 2018. On December 29, 2018, the court denied the distributors’ motion to dismiss in a case filed by eight West Virginia counties in Marshall County, West Virginia. On March 8, 2019, the distributors filed a petition for writ of prohibition seeking discretionary review of this denial by the West Virginia Supreme Court, New YorkCourt. In the case file by the Delaware Attorney General, on February 4, 2019, the court dismissed all the causes of action except the claims for negligence and consumer fraud. On February 27, 2019, the court in the action brought by Clark County, Nevada denied the defendants’ motions to dismiss; the defendants have filed a motion for reconsideration of this decision.
In the suit filed against the Company by PSKW, LLC, alleging that McKesson Specialty Arizona misappropriated trade secrets and confidential informationthe Attorney General of West Virginia in launching its LoyaltyScript® program,January 2016, on May 1, 2019, the parties reached a settlement of all claims in the suit against McKesson. PSKW, LLCState of West Virginia ex rel. Patrick Morrisey v. McKesson Specialty Arizona Inc.Corp., IndexCircuit Court of Boone County, West Virginia, Case No. 602921/0716-C-1. On May 2, 2019, the court entered an order dismissing the State’s complaint as part of the parties’ settlement. Under the settlement agreement, McKesson paid $14.5 million on May 3, 2019, and will pay five additional installments of $4.5 million over the next five years. The agreement provides that funds from the settlement will be used in support of state initiatives to combat the opioid epidemic. The settlement does not include any admission of liability, and McKesson expressly denies wrongdoing.
On April 3, 2017, Eli Inzlicht, a purported shareholder, filed a shareholder derivative complaint in the United States District Court for the Northern District of California against certain officers and directors of the Company and the Company as a nominal defendant, alleging violations of fiduciary duties relating to the Company’s previously disclosed agreement with the Drug Enforcement Administration (“DEA”) and the Department of Justice and various United States Attorneys’ offices to settle all potential administrative and civil claims relating to investigations about the Company’s suspicious order reporting practices for controlled substances, and seeking restitution and disgorgement of all profits, benefits and other compensation obtained by the defendants from the Company and attorneys’ fees, all in unspecified amounts,.  PSKW later amended its Inzlicht v. McKesson Corporation, et.al., No. 5:17-cv-01850. On July 26, 2017, Vladimir Gusinsky, as trustee for the Vladimir Gusinsky Living Trust, a purported shareholder, filed a shareholder derivative complaint twicein the same court based on similar allegations, Vladimir Gusinsky, as Trustee for the Vladimir Gusinsky Living Trust v. McKesson Corporation, et.al., No. 5:17-cv-4248.  On October 9, 2017, the court consolidated the two matters, In re McKesson Corporation Derivative Litigation, No. 4:17-cv-1850. On January 5, 2018, the defendants moved to add additional, but related claims. The trial presentationdismiss the consolidated suit. On May 14, 2018, the court denied in part and granted in part the motions to dismiss. On September 17, 2018, a Special Litigation Committee established by the Board of evidence has completed. The parties are engaged in post-trial briefing.Directors of the Company moved to stay the entire litigation while the Special Litigation Committee conducts an independent investigation concerning the plaintiffs’ allegations. On November 13, 2018, the court granted the motion to stay as to deposition discovery only.

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On April 16, 2013,October 17, 2017, Chaile Steinberg, a purported shareholder, filed a shareholder derivative complaint in the Delaware Court of Chancery against certain officers and directors of the Company and the Company as a nominal defendant, alleging violations of fiduciary duties relating to the Company’s wholly-owned subsidiary, U.S. Oncology, Inc. (“USON”)previously disclosed agreement with the DEA and the Department of Justice and various United States Attorneys’ offices to settle all potential administrative and civil claims relating to investigations about the Company’s suspicious order reporting practices for controlled substances, and seeking damages and disgorgement of all profits, benefits and other compensation obtained by the defendants from the Company and attorneys’ fees, all in unspecified amounts, Steinberg v. McKesson Corporation, et.al., No. 2017-0736. Three similar suits were thereafter filed by purported shareholders in the Court of Chancery of the State of Delaware, including Police & Fire Ret. Sys. of the City of Detroit v. McKesson Corporation, et al., No. 2017-0803, Amalgamated Bank v. McKesson Corporation, et al., No. 2017-0881, and Greene v. McKesson Corporation, et al., No. 2018-0042. The court ordered that all four actions be consolidated, and the plaintiffs designated the complaint in the Steinberg action as the operative complaint. The consolidated matter is captioned In re McKesson Corporation Stockholder Derivative Litigation, No. 2017-0736. The defendants filed a motion to dismiss the complaint on January 18, 2018. On May 25, 2018, the court stayed further proceedings in this matter in favor of the In re McKesson Corporation Derivative Litigation action referenced above.
On August 8, 2018, the Company was served with a third amended qui tam complaint filedpending in the United States District Court for the Eastern District of New York by two relators, purportedly on behalf of the United States, twenty-one states and the District of Columbia, against USON and five other defendants,Massachusetts alleging that USON solicited and received illegal “kickbacks” from Amgen in violation of the Anti-Kickback Statute,Company violated the False Claims Act and various state false claims statutes,acts due to the alleged failure of the Company and seeking damages, treble damages, civil penalties, attorneys’ fees and costs of suit, allother defendants to report providers who were engaged in unspecified amounts,diversion. United States ex rel. PiacentileManchester v. Amgen Inc.Purdue Pharma, L.P., et al., CV 04-3983 (SJ). Previously, the United States declined to intervene in the case as to all allegations and defendants except for Amgen.Case No. 1-16-cv-10947. On February 5, 2013,August 22, 2018, the United States filed a motion to dismiss the claims pled against Amgen. On September 30, 2013,dismiss. The relator recently died, and on February 25, 2019 the court grantedentered an order staying the United States’ motion to dismiss.matter until a proper party can be substituted, and providing that if no party is substituted within 90 days of February 25, 2019, the case will be dismissed. On April 4, 2014, USON3, 2019, the widow of the relator filed a motion to dismisssubstitute their daughter as the claims pled against it. The court has not yet ruledrelator; on USON’s motion.April 12, 2019, the United States filed its opposition to this substitution request.
II. Other Litigation and Claims
On May 17, 2013, the Company was served with a complaint filed in the United States District Court for the Northern District of California by True Health Chiropractic Inc., alleging that McKesson sent unsolicited marketing faxes in violation of the Telephone Consumer Protection Act of 1991 (“TCPA”), as amended by the Junk Fax Protection Act of 2005 or JFPA,True Health Chiropractic Inc., et al. v. McKesson Corporation, et al., CV-13-02219 (HG). True Health Chiropractic later amended its complaint, adding McLaughlin Chiropractic Associates as an additional named plaintiff and McKesson Technologies Inc. as a defendant. True Health Chiropractic and McLaughlin Chiropractic Associates purport to represent all persons who wereBoth plaintiffs alleged that the Company violated the TCPA because it sent marketing faxes that did not contain proper opt-out notices and from whomregarding how to opt out of receiving the Company and McKesson Technologies, Inc. did not obtain prior express permission from June 2009 to the present. Infaxes. On July 16, 2015, True Health Chiropractic and McLaughlin Chiropractic Associatesplaintiffs filed a motion for class certification. Thecertification and on August 22, 2016, the court has not yet ruleddenied this motion, based, in part, on True Health Chiropractic and McLaughlin Chiropractic Associates’ motion. In August 2015, McKesson was granted a waiver from the opt-out requirement from the Federal Communications Commission (“FCC”). Whether the FCC has the authoritygrounds that identifying solicited faxes would require individualized inquiries as to grant such a waiver is currently on appeal beforeconsent. Plaintiffs appealed to the United States CircuitCourt of Appeals for the Ninth Circuit. In March 2017, however, the United States Court of Appeals for the District of Columbia Circuit held, in an unrelated matter, that the FCC’s rule requiring opt-out notices does not apply to solicited fax advertisements (i.e. those sent with consent.) On July 27, 2018, the Ninth Circuit affirmed in part and reversed in part the district court’s denial of class certification and remanded the case to the district court for further proceedings. Plaintiffs filed a renewed motion for class certification on December 4, 2018. On January 25, 2019, the Company filed a petition for writ of certiorari in the Supreme Court of the United States, asking the court to review the ruling by the Ninth Circuit. On April 17, 2019, the court denied the Company’s motion to stay the action pending the decision by the Supreme Court on the Company’s petition for writ of certiorari.    
On May 21, 2014, four hedgeDecember 29, 2017, two investment funds managed by Magnetar Capitalholding shares in Celesio AG filed a complaint against CelesioMcKesson Europe Holdings (formerly known as “Dragonfly GmbH & Co KGaA”), a wholly-owned subsidiary of the Company, in a German court in Frankfurt,Stuttgart, Germany, alleging Polygon European Equity Opportunity Master Fund et al. v. McKesson Europe Holdings GmbH & Co. KGaA, No. 18 O 455/17. The complaint alleges that Celesio Holdings violated German takeover lawthe public tender offer document published by McKesson Europe in connection with the Company’sits acquisition of Celesio by paying more to some holdersAG incorrectly stated that McKesson Europe’s acquisition of Celesio’s convertible bonds than it paidwould not be treated as a relevant acquisition of shares for the purposes of triggering minimum pricing considerations under Section 4 of the German Takeover Offer Ordinance. On May 11, 2018, the court dismissed the claims against McKesson Europe. Plaintiffs appealed this ruling and, on December 19, 2018, the Higher Regional Court (Oberlandesgericht) of Stuttgart confirmed the full dismissal of this matter. On March 13, 2019, the Higher Regional Court issued an order dismissing Plaintiffs’ application to amend the shareholdersfactual part of Celesio’s stock, the Court’s December 2018 opinion. On February 4, 2019, Plaintiffs filed a complaint against denial of leave to appeal with the Federal Supreme Civil Court (Bundesgerichtshof).

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On December 30, 2017, four additional investment funds, which allegedly entered into swap transactions regarding shares in Celesio AG that would have enabled them to decide whether to accept the takeover offer described above, filed a claim,Magnetar Capital Master Fund Davidson Kempner International (BVI) Ltd. et al. v. DragonflyMcKesson Europe Holdings GmbH & CoCo. KGaA, No.16 O 475/17, that is similar to the Polygon matter. On March 15, 2019, the lower court dismissed the case; plaintiffs filed an appeal with the Higher Regional Court (Oberlandesgericht) of Stuttgart on April 15, 2019.
On March 5, 2018, the Company’s subsidiary, RxC Acquisition Company (d/b/a RxCrossroads), was served with a qui tam complaint filed in July 2017 in the United States District Court for the Southern District of Illinois by a relator against RxC Acquisition Company, among others, alleging that UCB, Inc., provided illegal “kickbacks” to providers, including nurse educator services and reimbursement assistance services provided through RxC Acquisition Company, in violation of the Anti-Kickback Statute, the False Claims Act, and various state false claims statutes. United States ex rel. CIMZNHCA, LLC v. UCB, Inc., et al., No. 3- 05 O 44/14.17-cv-00765. The complaint seeks treble damages, civil penalties, and further relief, all in unspecified amounts. The United States and the states named in the complaint have declined to intervene in the suit. On December 17, 2018, the Department of Justice filed a motion to dismiss the complaint in its entirety; this motion was denied on April 15, 2019. On April 29, 2019, the Department of Justice filed a motion for reconsideration of this denial. The court has set a trial date of April 5, 2014,2021.
On April 16, 2013, the Company’s subsidiary, U.S. Oncology, Inc. (“USON”), was served with a third amended qui tam complaint filed in the United States District Court for the Eastern District of New York by two relators, purportedly on behalf of the United States, 21 states and the District of Columbia, against USON and five other defendants, alleging that USON solicited and received illegal “kickbacks” from Amgen in violation of the Anti-Kickback Statute, the False Claims Act, and various state false claims statutes, and seeking damages, treble damages, civil penalties, attorneys’ fees and costs of suit, all in unspecified amounts, United States ex rel. Piacentile v. Amgen Inc., et al., CV 04-3983 (SJ). Previously, the United States declined to intervene in the case as to all allegations and defendants except for Amgen. On September 30, 2013, the court dismissed Magnetar’s lawsuit.  Magnetar subsequently appealed that ruling.granted the United States’ motion to dismiss the claims pled against Amgen. On January 19, 2016,September 17, 2018, the Appellate Court reversedcourt granted USON’s motion to dismiss the lower court’s ruling and entered judgmentclaims pled against Celesio Holdings.it, with leave to amend. On February 22, 2016, Celesio HoldingsNovember 16, 2018, the relators filed a notice of appeal.fourth amended complaint. On March 29, 2019, USON filed a motion to dismiss that amended complaint.
On June 17, 2014, U.S. Oncology Specialty, LP (“USOS”) was served with a fifth amendedqui tam complaint filed in July 2008 in the United States District Court for the Eastern District of New York by a relator against USOS, among others, alleging that USOS solicited and received illegal “kickbacks” from Amgen in violation of the Anti-Kickback Statute, the False Claims Act, and various state false claims statutes, and seeking damages, treble damages, civil penalties, attorneys’ fees and costs of suit, all in unspecified amounts,United States ex rel. Hanks v. Amgen, Inc., et al., CV-08-03096 (SJ). These claims are based on the same grounds as the Piacentile action referenced above. Previously, the United States declined to intervene in the case as to all allegations and defendants except for Amgen. On August 1, 2014, USOS filed aSeptember 17, 2018, the court granted USOS’s motion to dismiss and gave the claims pled against itrelator leave to file another action after the Piacentile action is no longer pending. The relator appealed this order to the United States Court of Appeals for the Second Circuit, and on December 11, 2018 the hearing occurred on October 7, 2014. The court has not yet ruled on USOS’s motion.defendants moved to dismiss the appeal.
On January 26, 2016,November 27, 2018, the Company’s subsidiary, RxC Acquisition Company (d/b/a RxCrossroads) was served with an amendeda qui tam complaint filed in the Circuit Court of Boone County, West Virginia, by three relators, including the Attorney General of West Virginia, purportedly on behalf of the State of West Virginia, alleging that since 2007, the Company has oversupplied controlled substances to West Virginia and failed to report suspicious orders of controlled substances in violation of the West Virginia Controlled Substances Act, the West Virginia Consumer Credit and Protection Act, as well as common law claims for negligence, public nuisance and unjust enrichment, and seeking injunctive relief, monetary damages and civil penalties, State of West Virginia ex rel. Morrisey v. McKesson Corporation, Civil Action No.: 16-C-1. On February 23, 2016, the Company removed this action to the United States District Court for the SouthernEastern District of West Virginia (Civil ActionPennsylvania alleging that EMD Serono, Inc. and Pfizer, Inc. provided illegal “kickbacks” to providers, including services provided through RxC Acquisition Company and others, in violation of the Anti-Kickback statute, the False Claims Act, and various state false claims statutes. United States ex rel. Harris et al. v. EMD Serono, Inc. et al., No.: 2:16-cv-01772). 16-5594. The United States and the named states declined to intervene in the case. On March 21, 2016,December 17, 2018, the Company filed a motion for judgment on the pleadings. On March 24, 2016, the StateDepartment of West VirginiaJustice filed a motion to remanddismiss the mattercomplaint in its entirety. On December 28, 2018, relators filed a second amended complaint, and on January 7, 2019, relators and defendants jointly moved for a stay of the defendants’ response deadline until after the Department of Justice’s motion to state court. Thedismiss has been resolved. On April 3, 2019, the court has not yet ruled on either motion.granted the motion to dismiss.
On January 24, 2019, the Company was served with a qui tam complaint that had previously been unsealed in the United States District Court for the Eastern District of Texas, alleging that the Company and its subsidiary, U.S. Oncology, Inc., among others, received payments for unnecessary medical services in violation of the False Claims Act and the Texas Medicaid Fraud Prevention Act. United States ex rel. Nguyen v. McKesson Corp., et al., No. 4:15-00814. Previously, the United States and Texas declined to intervene in the case. On March 19, 2019, the court granted relator’s motion to stay proceedings for ninety days.

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On January 28, 2016, the Company was served withApril 3, 2018, a second amendedqui tam lawsuit,complaint was filed in the United States District Court for the SouthernEastern District of TexasNew York by a relator, purportedly on behalf of the United States, 2930 states, and the District of Columbia, against the Company and two other defendants,cities against McKesson Corporation, McKesson Specialty Care Distribution Corporation, McKesson Specialty Distribution LLC, McKesson Specialty Care Distribution Joint Venture, L.P., Oncology Therapeutics Network Corporation, Oncology Therapeutics Network Joint Venture, L.P., US Oncology, Inc. and US Oncology Specialty, L.P., alleging that from 2001 through 2010 the defendants reported materially inaccurate data to manufacturers, which caused manufacturers to submit inaccurate Average Manufacturer Prices (“AMPs”) torepackaged and sold single-dose syringes of oncology medications in a manner that violated the Centers for Medicare and Medicaid Services from January 1, 2004 to the present, in violation of thefederal False Claims Act and various state and local false claims statutes, and seeking damages, treble damages, civil penalties, attorneys’ fees interest and costs of suit, all in unspecified amounts,United States ex rel. GreenOmni Healthcare Inc. v. AmerisourceBergen,McKesson Corporation, et al., 4:15-CV-00379.12-CV-06440 (NG).  The United States and the named states have declined to intervene in the case as to all allegations and defendants.case. On April 18, 2016,October 15, 2018, the Company along with the other defendants, filed a joint motion to dismiss the claims pledcomplaint as to all named defendants. On February 3, 2019, the court granted the motion to dismiss in part and denied it in part, leaving the Company and Oncology Therapeutics Network Corporation as the only remaining defendants in the case. On February 19, 2019, the relator filed a motion for reconsideration of the court’s dismissal of Oncology Therapeutics Network Joint Venture.
The Company is a defendant in an amended complaint filed on June 15, 2018 in a case pending in the United States District Court for the Southern District of Illinois alleging that the Company’s subsidiary, McKesson Medical-Surgical Inc., among others, violated the Sherman Act by restraining trade in the sale of safety and conventional syringes and safety IV catheters. Marion Diagnostic Center, LLC v. Becton, Dickinson, et al., No. 18:1059. The action is filed on behalf of a purported class of purchasers, and seeks treble damages and further relief, all in unspecified amounts. On July 20, 2018, the defendants filed a motion to dismiss. On November 30, 2018, the district court granted the motion to dismiss, and dismissed the complaint with prejudice. On December 27, 2018, plaintiffs appealed the order to the United States Court of Appeals for the Seventh Circuit.
On September 25, 2018, plaintiffs filed a complaint in the United States District Court for the Eastern District of Pennsylvania alleging that the Company and its subsidiary, McKesson Medical-Surgical Inc., among others, violated the Sherman Act by restraining trade in the sale of generic drugs. Marion Diagnostic Center, LLC v. McKesson Corporation, et al., No. 2:18-cv-4137. A motion to dismiss was filed on February 21, 2019 and the plaintiffs have agreed to a discovery stay until the motion is resolved.
On December 12, 2018, the Company was served with a class action complaint in the United States District Court for the Northern District of California, alleging that McKesson and two of its officers, CEO John Hammergren and former CFO James Beer, violated the Securities Exchange Act of 1934 by reporting profits and revenues from 2013 until early 2017 that were false and misleading, due to an alleged conspiracy to fix the prices of generic drugs. Evanston Police Pension Fund v. McKesson Corporation, No. 3:18-06525. On February 8, 2019, the court appointed the Pension Trust Fund for Operating Engineers as the lead plaintiff. On April 10, 2019, the lead plaintiff filed an amended complaint that added insider trading allegations against them.defendant Hammergren.
The Great Atlantic & Pacific Tea Company (“A&P”), a former customer of the Company, filed Chapter 11 in the United States Bankruptcy Court for the Southern District of New York in July 2015. In re The Great Atlantic & Pacific Tea Company, Inc., et al., Case No. 15-23007. The Company has been sued in a lawsuit in this bankruptcy case which seeks to recover approximately $68 million in allegedly preferential transfers. The Official Committee of Unsecured Creditors on behalf of the bankruptcy estate of The Great Atlantic & Pacific Tea Company, Inc., et al. v. McKesson Corporation d/b/a McKesson Drug Co., Adv. Proc. No. 17-08264.

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III. Government Subpoenas and Investigations
From time-to-time,time to time, the Company receives subpoenas or requests for information from various government agencies. The Company generally responds to such subpoenas and requests in a cooperative, thorough and timely manner. These responses sometimes require time and effort and can result in considerable costs being incurred by the Company. Such subpoenas and requests also can lead to the assertion of claims or the commencement of civil or criminal legal proceedings against the Company and other members of the health care industry, as well as to settlements.
For As an example of the type of subpoenas or requests the Company receives from time to time, in the fourth quarter ofAugust 2015, the Company reachedwas served with a Civil Investigative Demand by the U.S. Attorney’s Office for the Southern District of New York relating to certain business analytics tools offered to its customers. In May 2017 and August 2018, respectively, the Company was served with two separate Civil Investigative Demands by the U.S. Attorney’s Office for the Eastern District of New York relating to the certification the Company obtained for two software products under the U.S. Department of Health and Human Services’ Electronic Health Record Incentive Program.  In September 2017, the Company received a request for information and documents from a group of approximately 40 state attorneys general related to an agreementinvestigation into the factors contributing to the increasing number of opioid-related hospitalizations and deaths in principlethe United States. The Company has also received civil investigative demands, subpoenas or requests for information from several other state attorneys general on the same issues. In January 2019, the Company was served with a subpoena by the U.S. Department of Health and Human Services, Office of Inspector General, related to the Company’s participation in the Medicaid Drug Rebate Program. The Company is currently responding to these requests.
In 2015, the Company recorded a pre-tax charge of $150 million relating to the Company’s previously disclosed agreement with the Drug Enforcement Administration (“DEA”),DEA and the Department of Justice (“DOJ”) and various U.S. Attorney’sUnited States Attorneys’ offices to settle all potential administrative and civil claims relating to investigations about the Company’s suspicious order reporting practices for controlled substances. In January 2017, the Company finalized the settlements and paid $150 million in cash.
New York Opioid Statute
Legislative, regulatory or industry measures to address the misuse of prescription opioid medications could affect the Company’s business in ways that we may not be able to predict. For example, in April 2018, the State of New York adopted the Opioid Stewardship Act (the “OSA”) which required the creation of an aggregate $100 million annual surcharge on all manufacturers and distributors licensed to sell or distribute opioids in New York.  The global settlement withinitial surcharge payment would have been due on January 1, 2019 for opioids sold or distributed during calendar year 2017. On December 19, 2018, the DEAUnited States District Court for the Southern District of New York found the law unconstitutional and DOJ is subjectissued an injunction preventing the State of New York from enforcing the law. On January 17, 2019, the State filed a notice of appeal. The State of New York has subsequently adopted a tax on sales of opioids in the State. The excise tax would apply only to the execution of final settlement agreements. Underfirst sale occurring in New York, and thus may not apply to sales from the terms of the agreementCompany’s distribution centers in principle, the Company has agreedNew York to pharmacy customers.
In addition, other states are considering legislation that could require us to pay taxes, licensing fees, or assessments on the sumdistribution of $150 million, implement certain remedial measures and have the following distribution centers’ DEA registrations suspended for the specified products and time periods: Aurora, Colorado: all controlled substances for three years; Livonia, Michigan: all controlled substances for two years; Washington Courthouse, Ohio: all controlled substances for the two-year period following completion of the Livonia suspension; and Lakeland, Florida: hydromorphone products for one year. Throughout the terms of these suspensions, the Company will be permitted to continue to ship controlled substances from its Livonia, Washington Courthouse and Lakeland distribution centers to customers that purchase products under its pharmaceutical prime vendor contract with the Department of Veterans Affairs. The Company expects that the suspensions will not resultopioid medications in a supply disruption to any customer. Customers locatedthose states. These proposed bills vary in the distribution center service areas described aboveamounts and the means of calculation. Liabilities for taxes or assessments under any such laws will receive controlled substances from a different distribution center during the applicable suspension periods. As a resultlikely have an adverse impact on our results of our agreement in principle, during the fourth quarter of 2015,operations, unless we recorded a $150 million pre-tax and after-tax charge relatingare able to these claims.mitigate them through operational changes or commercial arrangements where permitted.
III.IV. Environmental Matters
Primarily as a result of the operation of the Company’s former chemical businesses, which were fully divested by 1987, the Company is involved in various matters pursuant to environmental laws and regulations. The Company has received claims and demands from governmental agencies relating to investigative and remedial actions purportedly required to address environmental conditions alleged to exist at five sites where it, or entities acquired by it, formerly conducted operations and the Company, by administrative order or otherwise, has agreed to take certain actions at those sites, including soil and groundwater remediation.
Based on a determination by the Company’s environmental staff, in consultation with outside environmental specialists and counsel, the current estimate of the Company’s probable loss associated with the remediation costs for these five sites is $8.1$10 million, net of amounts anticipated from third parties. The $8.1$10 million is expected to be paid out between April 20162019 and March 2046.2049. The Company’s estimated probable loss for these environmental matters has been entirely accrued for in the accompanying consolidated balance sheets.

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In addition, the Company has been designated as a Potentially Responsible Party (“PRP”) under the Superfund law for environmental assessment and cleanup costs as the result of its alleged disposal of hazardous substances at 1514 sites. With respect to these sites, numerous other PRPs have similarly been designated and while the current state of the law potentially imposes joint and several liabilityliabilities upon PRPs, as a practical matter, costs of these sites are typically shared with other PRPs. At one of these sites, the United States Environmental Protection Agency has selected a preferred remedy with an estimated cost of approximately $1.38 billion. It is not certain at this point in time what proportion of this estimated liability will be borne by the Company or by the numerous other PRPs. Accordingly, the Company’s estimated probable loss at those 1514 sites is approximately $26$23.1 million, which has been entirely accrued for in the accompanying consolidated balance sheets. However, it is possible that the ultimate costs of these matters may exceed or be less than the reserves.

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IV.V. Value Added Tax Assessments
We operate in various countries outside the United States which collect value added taxes (“VAT”).  The determination of the manner in which a VAT applies to our foreign operations is subject to varying interpretations arising from the complex nature of the tax laws. We have received assessments for VAT which are in various stages of appeal. We disagree with these assessments and believe that we have strong legal arguments to defend our tax positions.  Certain VAT assessments relate to years covered by an indemnification agreement.  Due to the complex nature of the tax laws, it is not possible to estimate the outcome of these matters.  However, based on the currently available information, we believe the ultimate outcome of these matters will not have a material adverse effect on our financial position, cash flows or results of operations.
V. Average Wholesale Price (“AWP”) Litigation
The Company has a reserve relating to AWP public entity claims, which is reviewed at least quarterly and whenever events or circumstances indicate changes. We recorded $68 million of pre-tax charges relating to changes in the Company’s AWP litigation reserve, including accrued interest, in 2014. All charges were recorded in operating expenses within our Distribution Solutions segment. Cash payments of $105 million were made in 2014. At March 31, 2016 and 2015, the reserve for this matter was not material.
VI. Other Matters
The Company is involved in various other litigation, governmental proceedings and claims, not described above, that arise in the normal course of business. While it is not possible to determine the ultimate outcome or the duration of such litigation, governmental proceedings or claims, the Company believes, based on current knowledge and the advice of counsel, that such litigation, proceedings and claims will not have a material impact on the Company’s financial position or results of operations.
25.Stockholders’ Equity
Each share of the Company’s outstanding common stock is permitted one vote on proposals presented to stockholders and is entitled to share equally in any dividends declared by the Company’s Board of Directors (the “Board”).
In July 2015,2018, the Company’s quarterly dividend was raised from $0.240.34 to $0.280.39 per common share for dividends declared on or after such date until further action by the Board. Dividends were $1.51 per share in 2019, $1.30 per share in 2018 and $1.081.12 per share in 2016, $0.96 per share in 2015 and $0.92 per share in 2014.2017. The Company anticipates that it will continue to pay quarterly cash dividends in the future.  However, the payment and amount of future dividends remain within the discretion of the Board and will depend upon the Company’s future earnings, financial condition, capital requirements and other factors.
Share Repurchase Plans
Stock repurchases may be made from time-to-time in open market transactions, privately negotiated transactions, through accelerated share repurchase (“ASR”) programs, or by any combination of such methods. The timing of any repurchases and the actual number of shares repurchased will depend on a variety of factors, including our stock price, corporate and regulatory requirements, restrictions under our debt obligations and other market and economic conditions.

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Information regarding the share repurchase activity over the last three years is as follows:
Share Repurchases (1)
Share Repurchases (1)
(In millions, except price per share data) 
Total
Number of
Shares
       Purchased (2) (3)
 
Average Price
Paid Per Share
 
Approximate
Dollar Value of
Shares that May
Yet Be Purchased
Under the
Programs
 
Total
Number of
Shares
       Purchased (2) (3)
 
Average Price
Paid Per Share
 
Approximate
Dollar Value of
Shares that May
Yet Be Purchased
Under the
Programs
Balance, March 31, 2013   $340
Balance, March 31, 2016   $996
Shares repurchase plans authorized    
October 2016   4,000
Shares repurchased  $
 
 15.5 $141.16
 (2,250)
Balance, March 31, 2014   $340
Balance, March 31, 2017   $2,746
Shares repurchased 1.5 $226.55
 (340) 10.5 $151.06
 (1,650)
Balance, March 31, 2015   $
Balance, March 31, 2018   $1,096
Shares repurchase plans authorized        
May 2015   500
October 2015   2,000
May 2018   4,000
Shares repurchased 8.7 $173.64
 (1,504) 13.5 $130.72
 (1,627)
Balance, March 31, 2016   $996
Balance, March 31, 2019   $3,469
(1)This table does not include shares tendered to satisfy the exercise price in connection with cashless exercises of employee stock options or shares tendered to satisfy tax withholding obligations in connection with employee equity awards.
(2)All of the shares purchased were part of the publicly announced programs.
(3)The number of shares purchased reflects rounding adjustments.
In 2016,During the last three years, our share repurchases were transacted through both open market transactions and an ASR programprograms with a third party financial institution. In 2015, all of our share repurchases were conducted through open market transactions. All share repurchases were funded with cash on hand.institutions.
In October 2016, the Board authorized the repurchase of up to $4.0 billion of the Company’s common stock. 
In 2017, we repurchased 4.514.1 million of the Company’s shares for $854$2.0 billion through open market transactions at an average price per share of $140.96.  In March 2017, we entered into an ASR program with a third-party financial institution to repurchase $250 million of the Company’s common stock. As of March 31, 2017, we had received 1.4 million shares under this program. This ASR program was completed in April 2017 and we received 0.3 million additional shares. The total number of shares repurchased under this ASR program was 1.7 million shares at an average price per share of $143.19.  During 2017, we completed the October 2015 share repurchase authorization. The total authorization outstanding for repurchases of the Company’s common stock was $2.7 billion at March 31, 2017.
In 2018, we repurchased 3.5 million of the Company’s shares for $500 million through open market transactions at an average price per share of $192.27.$144.43. In February 2016,June 2017, August 2017 and March 2018, we entered into three separate ASR programs with third-party financial institutions to repurchase $250 million, $400 million and $500 million of the Company’s common stock. As of March 31, 2018, we completed and received a total of 1.5 million shares under the June 2017 ASR program and a total of 2.7 million shares under the August 2017 ASR program. In addition, we received 2.5 million shares representing the initial number of shares due in March 2018 and an additional 1.0 million shares in the first quarter of 2019. The March 2018 ASR program was completed at an average price per share of $143.66 during the first quarter of 2019. The total authorization outstanding for repurchase of the Company’s common stock was $1.1 billion at March 31, 2018.
In May 2018, the Board authorized the repurchase of up to $4.0 billion of the Company’s common stock. The total authorization outstanding for repurchases of the Company’s common stock was increased to $5.1 billion.

During 2019, we repurchased 10.4 million of the Company’s shares for $1.4 billion through open market transactions at an average price per share of $132.14.


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FINANCIAL NOTES (Continued)

In December 2018, we entered into an ASR program with a third partythird-party financial institution to repurchase $650$250 million of the Company’s common stock. The total number of shares repurchased under this ASR program was completed during the fourth quarter and we repurchased 4.22.1 million shares at an average price per share of $154.04. During 2016, we completed the May 2015 share$117.98. The total authorization outstanding for repurchase authorization. At March 31, 2016, $1.0 billion remained available for future authorized repurchases of the Company’s common stock under the October 2015 authorization.was $3.5 billion at March 31, 2019.

In 2016,2019, we retired 115.55.0 million or $7.8 billion by$542 million of the Company’s treasury shares previously repurchased. Under the applicable state law, these shares resume the status of authorized and unissued shares upon retirement. In accordance with our accounting policy, we allocate any excess of share repurchase price over par value between additional paid-in capital and retained earnings. Accordingly, our retained earnings and additional paid-in capital were reduced by $6.35 billion$472 million and $1.5 billion$70 million during 2016.2019.


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FINANCIAL NOTES (Continued)

Other Comprehensive Income (Loss)
Information regarding other comprehensive income (loss) including noncontrolling interests and redeemable noncontrolling interests, net of tax, by component is as follows:
 Years Ended March 31,
 (In millions)2016 2015 2014
Foreign currency translation adjustments(1)
     
Foreign currency translation adjustments arising during period, net of income tax expense (benefit) of ($23), nil and nil (2) (3)
$113
 $(1,845) $9
Reclassified to income statement, net of income tax expense of nil, nil and 24(4)

 (10) 44
 113
 (1,855) 53
Unrealized gains (losses) on cash flow hedges     
Unrealized gains (losses) on cash flow hedges arising during period, net of income tax benefit of nil, nil and nil6
 (13) (6)
Reclassified to income statement, net of income tax expense of nil, nil and nil3
 3
 
 9
 (10) (6)
 

 

 

Changes in retirement-related benefit plans     
Net actuarial gain (loss) and prior service credit (cost) arising during period, net of income tax expense (benefit) of $13, ($66) and $16 (5)
23
 (140) 17
Amortization of actuarial loss, prior service cost and transition obligation, net of income tax expense of $18, $6 and $12 (6)
30
 11
 22
Foreign currency translation adjustments and other, net of income tax expense of nil, nil and nil(3) 4
 (4)
Reclassified to income statement, net of income tax expense of nil, nil, and $1
 1
 1
 50
 (124) 36
 

 
 
Other Comprehensive Income (Loss), net of tax$172
 $(1,989) $83
 Years Ended March 31,
 (In millions)2019 2018 2017
Foreign currency translation adjustments:(1)
     
Foreign currency translation adjustments arising during period, net of income tax (expense) benefit of nil, nil and $1 (2) (3)
$(431) $804
 $(644)
Reclassified to income statement, net of income tax expense of nil, nil and nil (4)

 
 20
 (431) 804
 (624)
Unrealized gains (losses) on net investment hedges (5)
     
Unrealized gains (losses) on net investment hedges arising during period, net of income tax (expense) benefit of ($71), $95 and $5241
 (180) (8)
Reclassified to income statement, net of income tax expense of nil, nil and nil
 
 
 241
 (180) (8)
Unrealized gains (losses) on cash flow hedges:     
Unrealized gains (losses) on cash flow hedges arising during period, net of income tax (expense) benefit of ($4), $9 and nil24
 (30) (19)
Reclassified to income statement, net of income tax expense of nil, nil and nil
 
 
 24
 (30) (19)
Changes in retirement-related benefit plans:     
Net actuarial gain (loss) and prior service credit (cost) arising during the period, net of income tax (expense) benefit of $5, ($2) and ($4) (6)
(51) 25
 (20)
Amortization of actuarial loss, prior service cost and transition obligation, net of income tax (expense) of nil, ($2) and ($4) (7)
9
 5
 9
Foreign currency translation adjustments and other, net of income tax expense of nil, nil and nil10
 (15) 3
Reclassified to income statement, net of income tax expense of nil, nil and nil
 
 
 (32) 15
 (8)
 

 
 
Other Comprehensive Income (Loss), net of tax$(198) $609
 $(659)
(1)Foreign currency translation adjustments primarily result from the conversion of non-U.S. dollar financial statements of our foreign subsidiaries McKesson Europe, into the Company’s reporting currency, U.S. dollars, and were primarily related to our foreign subsidiary, Celesio, in 2016 and 2015.dollars.
(2)The 20162019 net foreign currency translation gains of $113 million were primarily due to the recovery of the Euro against the U.S. dollar, partly offset by the weakening of the Canadian dollar and British pound sterling against the U.S. dollar during the period between April 1, 2015 and March 31, 2016. The 2015 foreign currency translation losses of $1,855$431 million were primarily due to the weakening of the Euro, British pound sterling and Canadian dollar against the U.S. dollar during the period betweenfrom April 1, 2014 and2018 to March 31, 2015.2019. The 2018 net foreign currency translation gains of $804 million were primarily due to the strengthening of the Euro, British pound sterling and Canadian dollar against the U.S. dollar from April 1, 2017 to March 31, 2018. The 2017 net foreign currency translation losses of $644 million were primarily due to the weakening of the Euro and British pound sterling against the U.S. dollar from April 1, 2016 to March 31, 2017.
(3)20162019 includes net foreign currency translation losses of $61 million and 2018 includes net foreign currency translation gains of $16 million and 2015 includes net foreign currency translations losses of $267$189 million attributable to noncontrolling and redeemable noncontrolling interests.
(4)These net foreign currency losses were reclassified from accumulated other comprehensive income (loss) to discontinued operations within our consolidated statement of operations due to the sale of certain businesses.our Brazilian pharmaceutical distribution business.
(5)2019, 2018 and 2017 include foreign currency gains of $259 million and losses of $268 million and $13 million on the net investment hedges from the Euro and British pound sterling-denominated notes. 2019 and 2018 also include foreign currency gains of $53 million and losses of $7 million on the net investment hedges from the cross-currency swaps.
(6)The net gainsactuarial losses of $5 million and $4 million and net losses of $12 millionwere attributable to noncontrolling and redeemable noncontrolling interests in 20162019 and 2015.2018.
(6)(7)Pre-tax amount was reclassified into cost of sales and operating expenses in the consolidated statements of operations. The related tax expense was reclassified into income tax expense in the consolidated statements of operations.


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FINANCIAL NOTES (Continued)

Accumulated Other Comprehensive Income (Loss)
Information regarding changes in our accumulated other comprehensive income (loss) by component are as follows:
Foreign Currency Translation Adjustments      
(In millions)Foreign Currency Translation Adjustments, Net of Tax 
Unrealized Losses on Cash Flow Hedges,
Net of Tax
 Unrealized Net Gains (Losses) and Other Components of Benefit Plans, Net of Tax Total Accumulated Other Comprehensive Income (Loss)Foreign Currency Translation Adjustments, Net of Tax 
Unrealized Losses on Net Investment Hedges,
Net of Tax
 
Unrealized Gains (Losses) on Cash Flow Hedges,
Net of Tax
 Unrealized Net Gains (Losses) and Other Components of Benefit Plans, Net of Tax Total Accumulated Other Comprehensive Income (Loss)
Balance at March 31, 2014$168
 $(11) $(160) $(3)
Balance at March 31, 2017$(1,873) $(8) $(31) $(229) $(2,141)
Other comprehensive income (loss) before reclassifications(1,845) (13) (136) (1,994)804
 (180) (30) 10
 604
Amounts reclassified to earnings(10) 3
 12
 5

 
 
 5
 5
Other comprehensive income (loss)$(1,855) $(10) $(124) $(1,989)$804
 $(180) $(30) $15
 $609
Less: amounts attributable to noncontrolling and redeemable interests(267) 
 (12) (279)
Less: amounts attributable to noncontrolling and redeemable noncontrolling interests189
 
 
 (4) 185
Other comprehensive income (loss) attributable to McKesson$(1,588) $(10) $(112) $(1,710)$615
 $(180) $(30) $19
 $424
Balance at March 31, 2015$(1,420) $(21) $(272) $(1,713)
Balance at March 31, 2018$(1,258) $(188) $(61) $(210) $(1,717)
Other comprehensive income (loss) before reclassifications113
 6
 23
 142
(431) 241
 24
 (41) (207)
Amounts reclassified to earnings and other
 3
 27
 30

 
 
 9
 9
Other comprehensive income (loss)$113
 $9
 $50
 $172
$(431) $241
 $24
 $(32) $(198)
Less: amounts attributable to noncontrolling and redeemable interests16
 
 4
 20
Less: amounts attributable to noncontrolling and redeemable noncontrolling interests(61) 
 
 (5) (66)
Other comprehensive income (loss) attributable to McKesson$97
 $9
 $46
 $152
$(370) $241
 $24
 $(27) $(132)
Balance at March 31, 2016$(1,323) $(12) $(226) $(1,561)
Balance at March 31, 2019$(1,628) $53
 $(37) $(237) $(1,849)
26.Related Party Balances and Transactions
CelesioDuring the fourth quarter of 2018, a public benefit California foundation (“Foundation”) was established to provide opioid education to patients, caregivers, and providers, address policy issues, and increase patient access to life-saving treatments.  Certain officers of the Company also serve as directors and officers of the Foundation. In March 2018, we made a pledge to the Foundation and incurred a pre-tax charitable contribution expense of $100 million ($64 million after-tax) for 2018, which was recorded under the caption, “Selling, distribution and administrative expenses,” in the accompanying consolidated statement of operations. The Company had a pledge payable balance of $100 million to the Foundation as of March 31, 2018, which was included under the caption, “Other accrued liabilities,” in our consolidated balance sheet. The pledge was fully paid in 2019.
McKesson Europe has investments in pharmacies located across Europe that are accounted for under the equity-method. Celesioequity method. McKesson Europe maintains distribution arrangements with these pharmacies for the sale of related goods and services under which revenues of $112$137 million, $154 million, and $114$112 million are included in our consolidated statementstatements of operations in 2016for the years ended March 31, 2019, 2018 and 2015,2017 and receivables of $8$13 million and $9$15 million are included in our consolidated balance sheet for the year endedsheets as of March 31, 20162019 and 2015.2018.
Refer to Financial Note 5, “Healthcare Technology Net Asset Exchange,” for information regarding related party balances and transactions with Change Healthcare.

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FINANCIAL NOTES (Continued)

27.Sale-Leaseback
In 2017, we completed a sale-leaseback transaction for our corporate headquarters building in San Francisco, California. The transaction resulted in net cash proceeds of $223 million and a pre-tax gain of $15 million, which represents the amount of total gain in excess of the present value of the minimum lease payments. Additionally, we initially deferred a pre-tax gain of $48 million; such gain was being amortized on a straight-line basis over the lease term as a reduction to selling, distribution, and administrative expense in the accompanying consolidated statements of operations. Upon the adoption of the amended lease guidance in the first quarter of 2020, the existing deferred gain on this sale-leaseback transaction will be derecognized from the consolidated balance sheet and recognized to opening retained earnings. Refer to Financial Note 1, “Significant Accounting Policies,” for more information. Refer to Financial Note 22, “Lease Obligations,” for the future minimum lease payments associated with this sale-leaseback.
28.Segments of Business
WeCommencing in the first quarter of 2019, a new segment reporting structure was implemented, and we report our operationsfinancial results in two operating segments: McKesson Distributionthree reportable segments on a retrospective basis: U.S. Pharmaceutical and Specialty Solutions, European Pharmaceutical Solutions and McKesson TechnologyMedical-Surgical Solutions. All remaining operating segments and business activities that are not significant enough to require separate reportable segment disclosure are included in Other also on a retrospective basis. The factors for determining the reportable segments included the manner in which management evaluates the performance of the Company combined with the nature of the individual business activities. We evaluate the performance of our operating segments on a number of measures, including revenues and operating profit before interest expense and income taxestaxes. Assets by operating segment are not reviewed by management for the purpose of assessing performance or allocating resources.
Our U.S. Pharmaceutical and results from discontinued operations.
The DistributionSpecialty Solutions segment distributes branded and generic pharmaceutical drugs and other healthcare-related products worldwideand also provides pharmaceutical solutions to pharmaceutical manufacturers in the United States.
Our European Pharmaceutical Solutions segment provides distribution and services to wholesale, institutional and retail customers and serves patients and consumers in 13 European countries through our own pharmacies and participating pharmacies that operate under brand partnership and franchise arrangements.
Our Medical-Surgical Solutions segment distributes medical-surgical supplies and provides medical-surgical supply distribution, equipment, logistics and other services to healthcare providers withinin the United States. This segment provides practice management, technology, clinical support
Other primarily consists of the following:
McKesson Canada which distributes pharmaceutical and business solutions to community-based oncologymedical products and other specialty practices. It also provides specialty pharmaceutical solutions for pharmaceutical manufacturers including offering multiple distribution channels and clinical trial access to our network of oncology physicians. Additionally, this segment operates Rexall Health retail pharmacies in Europe and supports independent pharmacy networks within North America. It also sells financial, operational and clinical solutions to pharmacies (retail, hospital, alternate site) and provides consulting, outsourcing and other services.pharmacies;
The McKesson Prescription Technology Solutions segment delivers enterprise-wide clinical, patient care, financial, supply chain, strategic management software solutions, as well as connectivity, outsourcingwhich provides innovative technologies that support retail pharmacies; and other services, including remote hosting and managed services, to healthcare organizations.
Our 70% equity ownership interest in a joint venture, Change Healthcare, which is accounted for by us using the equity investment method of accounting.
Corporate includes expenses associated with Corporate functions and projects, and the results of certain investments. Corporate expenses are allocated to the operating segments to the extent that these items can beare directly attributable to the segment.attributable.




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FINANCIAL NOTES (Continued)

Financial information relating to our reportable operating segments and reconciliations to the consolidated totals is as follows:
 Years Ended March 31,
(In millions)2016 2015 2014
Revenues     
Distribution Solutions (1)
     
North America pharmaceutical distribution and services$158,469
 $143,711
 $123,929
International pharmaceutical distribution and services23,497
 26,358
 4,485
Medical-Surgical distribution and services6,033
 5,907
 5,648
Total Distribution Solutions187,999
 175,976
 134,062
      
Technology Solutions - products and services2,885
 3,069
 3,330
Total Revenues$190,884
 $179,045
 $137,392
      
Operating profit     
Distribution Solutions (2) (4)
$3,553
 $3,047
 $2,472
Technology Solutions (3) (4)
519
 438
 448
Total4,072
 3,485
 2,920
Corporate Expenses, Net (4)
(469) (454) (449)
Interest Expense(353) (374) (300)
Income From Continuing Operations Before Income Taxes$3,250
 $2,657
 $2,171
      
Depreciation and amortization (5)
     
Distribution Solutions$669
 $750
 $446
Technology Solutions107
 156
 169
Corporate109
 111
 120
Total$885
 $1,017
 $735
      
Expenditures for long-lived assets (6)
     
Distribution Solutions$306
 $301
 $179
Technology Solutions15
 27
 47
Corporate167
 48
 52
Total$488
 $376
 $278
      
Revenues, net by geographic area (7)
     
United States$158,255
 $142,810
 $122,426
Foreign32,629
 36,235
 14,966
Total$190,884
 $179,045
 $137,392
 Years Ended March 31,
(In millions)2019 2018 2017
Revenues     
U.S. Pharmaceutical and Specialty Solutions (1)
$167,763
 $162,587
 $155,236
European Pharmaceutical Solutions (1)
27,242
 27,320
 24,847
Medical-Surgical Solutions (1)
7,618
 6,611
 6,244
Other11,696
 11,839
 12,206
Total Revenues$214,319
 $208,357
 $198,533
      
Operating profit (2)
     
U.S. Pharmaceutical and Specialty Solutions (3)
$2,697
 $2,535
 $2,488
European Pharmaceutical Solutions (4)
(1,978) (1,681) 173
Medical-Surgical Solutions455
 461
 401
Other (5) (6) (7)
394
 (107) 4,514
Total1,568
 1,208
 7,576
Corporate Expenses, Net (8)
(694) (564) (377)
Loss on Debt Extinguishment
 (122) 
Interest Expense(264) (283) (308)
Income from Continuing Operations Before Income Taxes$610
 $239
 $6,891
      
Depreciation and amortization (9)
     
U.S. Pharmaceutical and Specialty Solutions$238
 $210
 $235
European Pharmaceutical Solutions257
 296
 315
Medical-Surgical Solutions118
 97
 101
Other214
 237
 149
Corporate122
 111
 110
Total$949
 $951
 $910
      
Expenditures for long-lived assets (10)
     
U.S. Pharmaceutical and Specialty Solutions$88
 $126
 $109
European Pharmaceutical Solutions85
 104
 125
Medical-Surgical Solutions110
 34
 9
Other68
 42
 63
Corporate75
 99
 98
Total$426
 $405
 $404
      
Revenues, net by geographic area

 

 

United States$176,296
 $169,943
 $164,428
Foreign38,023
 38,414
 34,105
Total Revenues$214,319
 $208,357
 $198,533
(1)Revenues derived from services represent less than 1% of our U.S. Pharmaceutical and Specialty Solutions segment’s total revenues, less than 10% of our European Pharmaceutical Solutions segment’s total revenues and less than 1% of our Medical-Surgical Solutions segment’s total revenues.
(2)Segment operating profit includes gross profit, net of operating expenses, as well as other income, net, for our operating segments.
(3)
Our U.S. Pharmaceutical and Specialty Solutions segment’s operating profit for 2019, 2018 and 2017 includes pre-tax credits of $210 million, $99 million and $7 million related to our LIFO method of accounting for inventories. LIFO credits were higher in 2019 and 2018 compared to the comparable prior year periods primarily due to higher net effect of price declines. Operating profit for 2019 and 2017 includes $202 million and $144 million of net cash proceeds representing our share of net settlements of antitrust class action lawsuits. In addition, operating profit for 2018 includes a pre-tax gain of $43 million recognized from the sale of an equity investment.

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FINANCIAL NOTES (Continued)

(1)(4)
Revenues derived from services represent less than 2% of thisEuropean Pharmaceutical Solutions segment’s total revenues.
(2)
Distribution Solutions operating profit for the year ended March 31, 2016, 2015,2019 and 20142018 include $244 million, $337non-cash pre-tax goodwill impairment charges of $1,776 million and $311 million in pre-tax charges related to our last-in, first-out (“LIFO”) method of accounting for inventories. LIFO expense was less in 2016 primarily due to lower net price increases. For the year ended March 31, 2016 includes $76 million of net cash proceeds representing our share of net settlements of antitrust class action lawsuits as well as a pre-tax gain of $52 million recognized from the sale of our ZEE Medical business.
(3)
Technology Solutions$1,283 million. This segment’s operating profit for the year ended March 31, 20162019 and 2018 also includes a pre-tax gain of $51 million recognized from the sale of our nurse triage business, and for year ended March 31, 2015 includes a non-cash pre-tax charge of $34 million related to the retained workforce business within our International Technology business.
(4)
During the fourth quarter of 2016, the Company approved the Cost Alignment Plan to reduce its operating expenses and recorded pre-tax restructuringlong-lived asset impairment charges of $229$210 million and $446 million. Pre-tax charges were recorded as follows: $161 million, $51 million and $17 million within our Distribution Solutions segment, Technology Solutions segment and Corporate.
(5)Operating profit for Other for 2019 and 2018 includes non-cash pre-tax goodwill and long-lived asset impairment charges of $35 million and $488 million recognized for our Rexall Health retail business. 2019 operating profit for Other also includes a pre-tax gain from escrow settlement of $97 million representing certain indemnity and other claims related to our 2017 acquisition of Rexall Health. In addition, operating profit for 2019 include pre-tax restructuring and asset impairment charges of $91 million, primarily associated with the lease and other exit-related costs and a pre-tax gain of $56 million recognized from the sale of an equity investment.
(6)Operating profit for Other for 2019 includes a pre-tax credit of $90 million representing the derecognition of the TRA liability payable to the shareholders of Change. Operating profit for Other also includes our proportionate share of loss from Change Healthcare of $194 million and $248 million for 2019 and 2018.
(7)Operating profit for Other for 2018 includes a pre-tax gain of $109 million from the sale of our EIS business and a pre-tax credit of $46 million representing a reduction in our TRA liability. Additionally, operating profit for 2017 includes a pre-tax gain of $3,947 million recognized from the Healthcare Technology Net Asset Exchange, net of transaction and related expenses, and a non-cash pre-tax charge of $290 million for goodwill impairment related to the EIS reporting unit.
(8)Corporate expenses, net, for 2019 include pre-tax restructuring and asset impairment charges of $94 million primarily associated with employee severance and other exit-related costs.
(9)Amounts primarily include amortization of acquired intangible assets purchased in connection with business acquisitions capitalized software held for sale and capitalized software for internal use.
(6)(10)Long-lived assets consist of property, plant and equipment.
(7)Net revenues were attributed to geographic areas based on the customers’ shipment locations.

Segment assets and property, plant and equipment, net by geographic areas were as follows:
March 31,March 31,
(In millions)2016 20152019 2018
Segment assets      
Distribution Solutions$47,088
 $43,982
Technology Solutions3,072
 3,281
Total50,160
 47,263
U.S. Pharmaceutical and Specialty Solutions$32,310
 $31,431
European Pharmaceutical Solutions7,829
 10,467
Medical-Surgical Solutions5,260
 4,243
Other11,006
 11,509
Corporate   3,267
 2,731
Cash and cash equivalents4,048
 5,341
Other2,355
 1,266
Total$56,563
 $53,870
$59,672
 $60,381
      
Property, plant and equipment, net

 



 

United States$1,500
 $1,273
$1,698
 $1,529
Foreign778
 772
850
 935
Total$2,278
 $2,045
$2,548
 $2,464


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FINANCIAL NOTES (Continued)

28.29.Quarterly Financial Information (Unaudited)
The quarterly results of operations are not necessarily indicative of the results that may be expected for the entire year. Selected quarterly financial information for the last two years is as follows:
(In millions, except per share amounts)
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
Fiscal 2016       
Fiscal 2019       
Revenues$47,546
 $48,761
 $47,899
 $46,678
$52,607
 $53,075
 $56,208
 $52,429
Gross profit (1) (2) (3)
2,848
 2,844
 2,872
 2,852
Income after income taxes:       
Continuing operations (1) (3) (4)
$599
 $636
 $642
 $465
Gross profit (1) (2)
2,779
 2,804
 2,970
 3,201
Income (Loss) after income taxes:       
Continuing operations (1) (2) (3) (4) (5) (6) (7)
$(81) $552
 $527
 $(744)
Discontinued operations(10) (6) 5
 (21)1
 1
 (1) 
Net income$589
 $630
 $647
 $444
Net income attributable to McKesson$576
 $617
 $634
 $431
Net income (loss)$(80) $553
 $526
 $(744)
Net income (loss) attributable to McKesson$(138) $499
 $469
 $(796)
Earnings (loss) per common share attributable
to McKesson (5)(8)
              
Diluted(9)              
Continuing operations$2.50
 $2.65
 $2.71
 $1.97
$(0.69) $2.51
 $2.41
 $(4.17)
Discontinued operations(0.05) (0.02) 0.02
 (0.09)0.01
 
 (0.01) 
Total$2.45
 $2.63
 $2.73
 $1.88
$(0.68) $2.51
 $2.40
 $(4.17)
Basic              
Continuing operations$2.53
 $2.68
 $2.74
 $1.99
$(0.69) $2.52
 $2.42
 $(4.17)
Discontinued operations(0.04) (0.02) 0.02
 (0.09)0.01
 
 (0.01) 
Total$2.49
 $2.66
 $2.76
 $1.90
$(0.68) $2.52
 $2.41
 $(4.17)
(1)
Gross profit for the first, second, third and fourth quarters of 2019 includes pre-tax credits of $21 million, $22 million, $21 million and $146 million related to our LIFO method of accounting for inventories.
(2)Gross profit for the first, third and fourth quarters of 2019 includes $35 million, $104 million, and $63 million of cash proceeds representing our share of net settlements of antitrust class action lawsuits.
(3)Financial results for the first and fourth quarter of 2019 include non-cash pre-tax goodwill impairment charges of $570 million and $1,206 million within our two reporting units within the European Pharmaceutical Solutions segment.
(4)Financial results for the first and fourth quarters of 2019 include non-cash pre-tax asset impairment charges of $20 million and $190 million primarily for our U.K. retail business. Financial results for the third quarter of 2019 include non-cash pre-tax asset impairment charges of $35 million for our Rexall Health retail business.
(5)Financial results for the first, second, third and fourth quarters of 2019 include our proportionate share of loss from Change Healthcare of $56 million, $56 million, $50 million and $32 million.
(6)Financial results for the first quarter of 2019 include a pre-tax gain from escrow settlement of $97 million representing certain indemnity and other claims related to our 2017 acquisition of Rexall Health.
(7)Financial results for the second quarter of 2019 include a pre-tax credit of $90 million representing the derecognition of the TRA liability payable to the shareholders of Change.
(8)Certain computations may reflect rounding adjustments.
(9)As a result of our reported net loss for the first and fourth quarters of 2019, potentially dilutive securities were excluded from the per share computations for those quarters due to their antidilutive effect.


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FINANCIAL NOTES (Concluded)

(In millions, except per share amounts)
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
Fiscal 2018       
Revenues$51,051
 $52,061
 $53,617
 $51,628
Gross profit (1)
2,560
 2,834
 2,715
 3,075
Income (loss) after income taxes:       
Continuing operations (1) (2) (3) (4) (5)
$363
 $56
 $960
 $(1,087)
Discontinued operations2
 
 1
 2
Net income (loss)$365
 $56
 $961
 $(1,085)
Net income (loss) attributable to McKesson$309
 $1
 $903
 $(1,146)
Earnings (loss) per common share attributable
to McKesson (6)
       
Diluted (7)
       
Continuing operations$1.44
 $0.01
 $4.32
 $(5.58)
Discontinued operations0.01
 
 0.01
 
Total$1.45
 $0.01
 $4.33
 $(5.58)
Basic       
Continuing operations$1.46
 $0.01
 $4.34
 $(5.58)
Discontinued operations
 
 0.01
 
Total$1.46
 $0.01
 $4.35
 $(5.58)
(1)Gross profit for the first, second, third and fourth quarters of 2016 included2018 includes pre-tax chargescharge of $26 million, pre-tax credits of $29 million, $2 million and $94 million related to our last-in-first-out (“LIFO”)LIFO method of accounting for inventories of $91 million, $91 million, $33 million and $29 million.inventories.
(2)Gross profitFinancial results for the firstsecond and third quartersfourth quarter of 2016 included $592018 include non-cash pre-tax goodwill impairment charges of $350 million and $17$933 million for our former McKesson Europe reporting unit in European Pharmaceutical Solutions segment. In addition, financial results for the fourth quarter of cash proceeds representing2018 include a non-cash pre-tax goodwill impairment charge of $455 million for our share of net settlements of antitrust class action lawsuits against drug manufacturers.Rexall Health reporting unit in Other.
(3)Financial results for the second and fourth quarter of 20162018 include non-cash pre-tax restructuringasset impairment charges of $229$189 million withinand $257 million for our continuing operations. Charges were recorded as follows: $26 million in cost of sales and $203 million in operating expenses.McKesson Europe business.
(4)
Financial results for the firstthird quarter of 20162018 include an after-taxa pre-tax gain of $38$109 millionfrom the sale of our nurse triage business, and for the second quarter of 2016 include an after-tax gain of$29 million from the sale of ZEE MedicalEIS business.
(5)Certain computations may reflect rounding adjustments.


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FINANCIAL NOTES (Concluded)

(In millions, except per share amounts)
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
Fiscal 2015       
Revenues$43,476
 $44,160
 $46,484
 $44,925
Gross profit (1)
2,732
 2,864
 2,898
 2,917
Income after income taxes       
Continuing operations (1) (2)
$419
 $491
 $521
 $411
Discontinued operations (3)
(8) (14) (10) (267)
Net income$411
 $477
 $511
 $144
Net income attributable to McKesson$403
 $469
 $472
 $132
Earnings per common share attributable
to McKesson (4)
       
Diluted       
Continued operations$1.76
 $2.05
 $2.04
 $1.69
Discontinued operations(0.04) (0.06) (0.04) (1.13)
Total$1.72
 $1.99
 $2.00
 $0.56
Basic       
Continuing operations$1.79
 $2.08
 $2.07
 $1.72
Discontinued operations(0.04) (0.06) (0.04) (1.15)
Total$1.75
 $2.02
 $2.03
 $0.57
(1)Gross profitFinancial results for the first, second, third and fourth quarters of 2015 included pre-tax charges related to2018 include our LIFO methodproportionate share of accounting for inventoriesloss from Change Healthcare of $98$120 million, $94$61 million, $95$90 million and $50income of $23 million.
(2)Financial results for the fourth quarter of 2015 included a non-cash after-tax charge of $150 million related to the settlement of controlled substance distribution claims.
(3)Discontinued operations for the fourth quarter of 2015 included $235 million non-cash after-tax impairment charges related to our Brazilian pharmaceutical distribution business.
(4)(6)Certain computations may reflect rounding adjustments.
(7)As a result of our reported net loss for the fourth quarter of 2018, potentially dilutive securities were excluded from the 2018 fourth quarter per share computations due to their antidilutive effect.


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Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A.Controls and Procedures.
Disclosure Controls and Procedures
Our Chief Executive Officer and our Chief Financial Officer, with the participation of other members of the Company’s management, have evaluated the effectiveness of the Company’s “disclosure controls and procedures” (as such term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report and have concluded that our disclosure controls and procedures are effective based on their evaluation of these controls and procedures as required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15.
Internal Control over Financial Reporting
Management’s report on the Company’s internal control over financial reporting (as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) and the related report of our independent registered public accounting firm are included in this Annual Report on Form 10-K, under the headings, “Management’s Annual Report on Internal Control Over Financial Reporting” and “Report of Independent Registered Public Accounting Firm” and are incorporated herein by reference.
Changes in Internal Controls
There werewas no changeschange in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our fourth quarter of 20162019 that havehas materially affected, or areis reasonably likely to materially affect, our internal control over financial reporting.
Item 9B.Other Information.
None.




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PART III
Item 10.Directors, Executive Officers and Corporate Governance.
Information about our Directors is incorporated by reference from the discussion under Item 1 of our Proxy Statement for the 20162019 Annual Meeting of Stockholders (the “Proxy Statement”) under the heading “Election of Directors.” Information about compliance with Section 16(a) of the Exchange Actour Executive Officers is incorporated by reference from the discussion in Part I of this report under the heading “Section 16(a) Beneficial Ownership Reporting Compliance” in“Information about our Proxy Statement.Executive Officers.” Information about our Audit Committee, including the members of the committee and our Audit Committee Financial Expert, is incorporated by reference from the discussion under the headings “Audit Committee,” “Audit Committee Financial Expert” and “Audit Committee Report” in our Proxy Statement.
Information about the Code of Conduct applicable to all employees, officers and directors can be found on our website, www.mckesson.com, under the caption “Investors - Corporate Governance.” The Company’s Corporate Governance Guidelines and Charters for the Audit, Compensation and Governance Committees can also be found on our website under the same caption.
The Company intends to post on its website required information regarding any amendment to, or waiver from, the Code of Conduct that applies to our Chief Executive Officer, Chief Financial Officer, Controller and persons performing similar functions within four business days after any such amendment or waiver.
Item 11.Executive Compensation.
Information with respect to this item is incorporated by reference from the discussion under the heading “Executive Compensation” in our Proxy Statement.
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Information about security ownership of certain beneficial owners and management is incorporated by reference from the discussion under the heading “Principal Shareholders” in our Proxy Statement.
The following table sets forth information as of March 31, 20162019 with respect to the plans under which the Company’s common stock is authorized for issuance:
Plan Category
(In millions, except per share amounts)
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
 
Weighted-average
exercise price of
outstanding options,
warrants and rights (1)
 Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
 
Weighted-average
exercise price of
outstanding options,
warrants and rights (1)
 Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)
Equity compensation plans approved by
security holders
6.4 (2)
 $118.95
 
33.0 (3)

4.3 (2)
 $166.72
 
28.3 (3)

Equity compensation plans not approved by
security holders
­— $
 
­— $
 
(1)The weighted-average exercise price set forth in this column is calculated excluding outstanding restricted stock unit (“RSU”) awards, since recipients are not required to pay an exercise price to receive the shares subject to these awards.
(2)Represents option and RSU awards outstanding under the following plans: (i) 1997 Non-Employee Directors’ Equity Compensation and Deferral Plan; (ii) the 2005 Stock Plan; and (iii) the 2013 Stock Plan.
(3)Represents 4,373,0493,053,377 shares available for purchase under the 2000 Employee Stock Purchase Plan and 28,608,46525,205,160 shares available for grant under the 2013 Stock Plan.
The following are descriptions of equity plans that have been approved by the Company’s stockholders. The plans are administered by the Compensation Committee of the Board of Directors, except for the portion of the 2013 Stock Plan and 2005 Stock Plan related to non-employee directors, which is administered by the Board of Directors or its Governance Committee.

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2013 Stock Plan: The 2013 Stock Plan was adopted by the Board of Directors on May 22, 2013 and approved by the Company’s stockholders on July 31, 2013. The 2013 Stock Plan permits the grant of awards in the form of stock options, stock appreciation rights, restricted stock (“RS”), restricted stock units (“RSUs”), performance-based restricted stock units (“PeRSUs”), performance shares and other share-based awards. The number of shares reserved for issuance under the 2013 Stock Plan equals the sum of (i) 30,000,000 shares, (ii) the number of shares reserved but unissued under the 2005 Stock Plan as of the effective date of the 2013 Stock Plan, and (iii) the number of shares that become available for reuse under the 2005 Stock Plan following the effective date of the 2013 Stock Plan. For any one share of common stock issued in connection with an RS, RSU, performance share or other full share award, three and one-half shares shall be deducted from the shares available for future grants. Shares of common stock not issued or delivered as a result of the net exercise of a stock option, including in respect of the payment of applicable taxes, or shares repurchased on the open market with proceeds from the exercise of options shall not be returned to the reserve of shares available for issuance under the 2013 Stock Plan. Shares withheld to satisfy tax obligations relating to the vesting of a full-share award shall be returned to the reserve of shares available for issuance under the 2013 Stock Plan.
Stock options are granted at no less than fair market value and those options granted under the 2013 Stock Plan generally have a contractual term of seven years. Options generally become exercisable in four equal annual installments beginning one year after the grant date. The vesting of RS or RSUs is determined by the Compensation Committee at the time of grant. RS and RSUs generally vest over four years. PeRSUs vest three years following the end of the performance period. Beginning in May 2014, the Company’s executive officers are annually granted performance awards currently called Total Shareholder Return Unitsperformance-based stock units (“TSRUs”PSUs”), which have a three-year performance period and are payable in shares without an additional vesting period.
Non-employee directors may be granted an award on the date of each annual meeting of the stockholders for up to 5,000 RSUs, as determined by the Board. Such non-employee director award is fully vested on the date of the grant.
2005 Stock Plan: The 2005 Stock Plan was adopted by the Board of Directors on May 25, 2005 and approved by the Company’s stockholders on July 27, 2005. The 2005 Stock Plan permits the granting of up to 42.5 million shares in the form of stock options, RS, RSUs, PeRSUs, performance shares and other share-based awards. For any one share of common stock issued in connection with an RS, RSU, performance share or other full-share award, two shares shall be deducted from the shares available for future grants. Shares of common stock not issued or delivered as a result of the net exercise of a stock option, shares withheld to satisfy tax obligations relating to the vesting of a full-share award or shares repurchased on the open market with proceeds from the exercise of options shall not be returned to the reserve of shares available for issuance under the 2005 Stock Plan.
Following the effectiveness of the 2013 Stock Plan, no further shares were made subject to award under the 2005 Stock Plan. Shares reserved but unissued under the 2005 Stock Plan as of the effective date of the 2013 Stock Plan, and shares that become available for reuse under the 2005 Stock Plan following the effectiveness of the 2013 Stock Plan, will be available for awards under the 2013 Stock Plan.
Stock options are granted at no less than fair market value and those options granted under the 2005 Stock Plan generally have a contractual term of seven years. Options generally become exercisable in four equal annual installments beginning one year after the grant date. The vesting of RS or RSUs is determined by the Compensation Committee at the time of grant. RS and RSUs generally vest over four years. PeRSUs vest three years following the end of the performance period.
Non-employee directors may be granted an award on the date of each annual meeting of the stockholders for up to 5,000 RSUs, as determined by the Board. Such non-employee director award is fully vested on the date of the grant.
1997 Non-Employee Directors’ Equity Compensation and Deferral Plan: The 1997 Non-Employee Directors’ Equity Compensation and Deferral Plan was approved by the Company’s stockholders on July 30, 1997; however, stockholder approval of the 2005 Stock Plan on July 27, 2005 had the effect of terminating the 1997 Non-Employee Directors’ Equity Compensation and Deferral Plan such that no new awards would be granted under the 1997 Non-Employee Directors’ Equity Compensation and Deferral Plan.
2000 Employee Stock Purchase Plan (the “ESPP”): The ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code. In March 2002, the Board amended the ESPP to allow for participation in the plan by employees of certain of the Company’s international and other subsidiaries. As to those employees, the ESPP does not qualify under Section 423 of the Internal Revenue Code. Currently, 21.1 million shares have been approved by stockholders for issuance under the ESPP.

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The ESPP is implemented through a continuous series of three-month purchase periods (“Purchase Periods”) during which contributions can be made toward the purchase of common stock under the plan.
Each eligible employee may elect to authorize regular payroll deductions during the next succeeding Purchase Period, the amount of which may not exceed 15% of a participant’s compensation. At the end of each Purchase Period, the funds withheld by each participant will be used to purchase shares of the Company’s common stock. The purchase price of each share of the Company’s common stock is 85% of the fair market value of each share on the last day of the applicable Purchase Period. In general, the maximum number of shares of common stock that may be purchased by a participant for each calendar year is determined by dividing $25,000 by the fair market value of one share of common stock on the offering date.
There currently are no equity awards outstanding that were granted under equity plans that were not submitted for approval by the Company’s stockholders.
Item 13.Certain Relationships and Related Transactions, and Director Independence.
Information with respect to certain transactions with directors and management is incorporated by reference from the Proxy Statement under the heading “Certain Relationships and Related Transactions.” Information regarding Director independence is incorporated by reference from the Proxy Statement under the heading “Director Independence.” Additional information regarding certain related party balances and transactions is included in the Financial Review section of this Annual Report on Form 10-Kreport and Financial Note 26, “Related Party Balances and Transactions,” to the consolidated financial statements appearing in this Annual Report on Form 10‑K.report.
Item 14.Principal Accounting Fees and Services.
Information regarding principal accountingaccountant fees and services is set forth under the heading “Ratification of Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal 20172020” in our Proxy Statement and all such information is incorporated herein by reference.

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PART IV
Item 15.Exhibits and Financial Statement Schedule.
 Page
(a)(1) Consolidated Financial Statements 
  
  
  
  
  
  
  
  
(a)(2) Financial Statement Schedule 
  
  
All other schedules not included have been omitted because of the absence of conditions under which they are required or because the required information, where material, is shown in the financial statements, financial notes or supplementary financial information. 
  
  

Item 16.Form 10-K Summary

None.


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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
MCKESSON CORPORATION
Date: May 5, 2016/s/ James A. Beer
James A. Beer
Executive Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated:
**
John H. Hammergren
Chairman of the Board, President and Chief Executive Officer
(Principal Executive Officer)
M. Christine Jacobs, Director


**
James A. Beer
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
Donald R. Knauss, Director


**
Nigel A. Rees
Senior Vice President and Controller
(Principal Accounting Officer)
Marie L. Knowles, Director


**
Andy D. Bryant, Director


David M. Lawrence, M.D., Director


**
Wayne A. Budd, Director


Edward A. Mueller, Director


**
N. Anthony Coles, M.D., DirectorSusan R. Salka, Director
*/s/ Lori A. Schechter
Alton F. Irby III, Director


Lori A. Schechter
*Attorney-in-Fact

Date: May 5, 2016


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SCHEDULE II
SUPPLEMENTARY CONSOLIDATED FINANCIAL STATEMENT SCHEDULE
VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended March 31, 20162019, 20152018 and 20142017
(In millions)

  Additions      Additions    
DescriptionBalance at Beginning of Year Charged to Costs and Expenses 
Charged to Other Accounts (3)
 
Deductions From Allowance Accounts (1)
 
Balance at End of
Year (2)
Balance at Beginning of Year Charged to Costs and Expenses 
Charged to Other Accounts (3)
 
Deductions From Allowance Accounts (1)
 
Balance at End of
Year (2)
Year Ended March 31, 2016         
Year Ended March 31, 2019         
Allowances for doubtful
accounts
$141
 $113
 $2
 $(44) $212
$187
 $132
 $(1) $(45) $273
Other allowances33
 
 (3) 11
 41
39
 
 (15) 
 24
$174
 $113
 $(1) $(33) $253
$226
 $132
 $(16) $(45) $297
                  
Year Ended March 31, 2015         
Year Ended March 31, 2018         
Allowances for doubtful
accounts
$112
 $67
 $
 $(38) $141
$243
 $44
 $13
 $(113) $187
Other allowances22
 8
 
 3
 33
42
 
 (3) 
 39
$134
 $75
 $
 $(35) $174
$285
 $44
 $10
 $(113) $226
                  
Year Ended March 31, 2014         
Year Ended March 31, 2017         
Allowances for doubtful
accounts
$121
 $36
 $(11) $(34) $112
$212
 $93
 $7
 $(69) $243
Other allowances15
 
 10
 (3) 22
41
 
 2
 (1) 42
$136
 $36
 $(1) $(37) $134
$253
 $93
 $9
 $(70) $285
                  
 2016 2015 2014 2019 2018 2017
(1)Deductions:      Deductions:      
Written off $(33) $(34) $(39)Written off $(45) $(113) $(70)
Credited to other accounts 
 (1) 2
Credited to other accounts 
 
 
Total $(33) $(35) $(37)Total $(45) $(113) $(70)
            
(2)Amounts shown as deductions from current and non-current receivables $253
 $174
 $134
Amounts shown as deductions from current and non-current receivables $297
 $226
 $285
            
(3)Primarily represents reclassifications from other balance sheet accounts.      Primarily represents reclassifications from other balance sheet accounts.      


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EXHIBIT INDEX
The agreements included as exhibits to this report are included to provide information regarding their terms and not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement that were made solely for the benefit of the other parties to the applicable agreement, and;
should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time.
Exhibits identified under “Incorporated by Reference” in the table below are on file with the Commission and are incorporated by reference as exhibits hereto.
  Incorporated by Reference
Exhibit NumberDescriptionFormFile NumberExhibitFiling Date
3.1Amended and Restated Certificate of Incorporation of the Company, as filed with the Delaware Secretary of State on July 27, 2011.8-K1-132523.1August 2, 2011
3.2Amended and Restated By-Laws of the Company, as amended July 29, 2015.8-K1-132523.1July 31, 2015
4.1Indenture, dated as of March 11, 1997, by and between the Company, as issuer, and The First National Bank of Chicago, as trustee.10-K1-132524.4June 19, 1997
4.2Officers’ Certificate, dated as of March 11, 1997, and related Form of 2027 Note.S-4333-308994.2July 8, 1997
4.3Indenture, dated as of March 5, 2007, by and between the Company, as issuer, and The Bank of New York Trust Company, N.A., as trustee.8-K1-132524.1March 5, 2007
4.4Officers’ Certificate, dated as of March 5, 2007, and related Form of 2017 Note.8-K1-132524.2March 5, 2007
4.5Officers’ Certificate, dated as of February 12, 2009, and related Form of 2014 Note and Form of 2019 Note.8-K1-132524.2February 12, 2009
4.6First Supplemental Indenture, dated as of February 28, 2011, to the Indenture, dated as of March 5, 2007, among the Company, as issuer, the Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), and Wells Fargo Bank, National Association, as trustee, and related Form of 2016 Note, Form of 2021 Note and Form of 2041 Note.8-K1-132524.2February 28, 2011
4.7Indenture, dated as of December 4, 2012, by and between the Company, as issuer, and Wells Fargo Bank, National Association, as trustee.8-K1-132524.1December 4, 2012
4.8Officers’ Certificate, dated as of December 4, 2012, and related Form of 2015 Note and Form of 2022 Note.8-K1-132524.2December 4, 2012
4.9Officers’ Certificate, dated as of March 8, 2013, and related Form of 2018 Note and Form of 2023 Note.8-K1-132524.2March 8, 2013
4.10Officers’ Certificate, dated as of March 10, 2014, and related Form of Floating Rate Note, Form of 2017 Note, Form of 2019 Note, Form of 2024 Note, and Form of 2044 Note.8-K1-132524.2March 10, 2014
  Incorporated by Reference
Exhibit NumberDescriptionFormFile NumberExhibitFiling Date
2.18-K1-132522.1July 5, 2016
2.28-K1-132522.1March 7, 2017
3.18-K1-132523.1August 2, 2011
3.28-K1-132523.1February 5, 2019
4.110-K1-132524.4June 19, 1997
4.2S-4333-308994.2July 8, 1997
4.38-K1-132524.1March 5, 2007
4.48-K1-132524.2March 5, 2007
4.58-K1-132524.2February 12, 2009

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  Incorporated by Reference
Exhibit NumberDescriptionFormFile NumberExhibitFiling Date
4.68-K1-132524.2February 28, 2011
4.78-K1-132524.1December 4, 2012
4.88-K1-132524.2December 4, 2012
4.98-K1-132524.2March 8, 2013
4.108-K1-132524.2March 10, 2014
4.118-K1-132524.1February 17, 2017
4.128-K1-132524.1February 13, 2018
4.138-K1-132524.1February 21, 2018
4.148-K1-132524.1November 30, 2018
4.15†
10.1*10-K1-1325210.4June 10, 2004
10.2*10-K1-1325210.6June 6, 2003
10.3*10-Q1-1325210.1October 28, 2014
10.4*10-K1-1325210.7May 7, 2008
10.5*10-Q1-1325210.2October 28, 2014
10.6*8-K1-1325210.1January 25, 2010
10.7*10-K1-1325210.11May 7, 2013
10.8*10-Q1-1325210.2February 1, 2011
10.9*8-K1-1325210.1July 31, 2015
10.10*10-Q1-1325210.1July 29, 2015

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  Incorporated by Reference
Exhibit NumberDescriptionFormFile NumberExhibitFiling Date
10.11*10-Q1-1325210.1October 25, 2018
10.12*10-K1-1325210.14May 5, 2016
10.13*10-Q1-1325210.4July 30, 2010
10.14*10-Q1-1325210.2July 26, 2012
10.15*8-K1-1325210.1August 2, 2013
10.16*10-Q1-1325210.1January 31, 2019
10.178-K1-1325210.1March 7, 2017
10.1810-K1-1325210.19May 5, 2016
10.198-K1-1325210.1October 23, 2015
10.208-K1-325210.1February 5, 2014
10.21*10-Q1-1325210.10October 29, 2008
10.22*8-K1-1325299.1April 2, 2012

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  Incorporated by Reference
Exhibit NumberDescriptionFormFile NumberExhibitFiling Date
10.1*10.23*
McKesson Corporation 1997 Non-Employee Directors’
Equity Compensation and Deferral Plan, as amended through January 29, 2003.
10-K1-1325210.4June 10, 2004
10.2*McKesson Corporation Supplemental Profit Sharing Investment Plan, as amended and restated on January 29, 2003.10-K1-1325210.6June 6, 2003
10.3*McKesson Corporation Supplemental Profit Sharing Investment Plan II, as amended and restated on July 29, 2014.10-Q1-1325210.1October 28,Letter dated February 27, 2014
10.4*McKesson Corporation Deferred Compensation Administration Plan, as amended and restated as of October 28, 2004.10-K1-1325210.6May 13, 2005
10.5*McKesson Corporation Deferred Compensation Administration Plan II, as amended and restated as of October 28, 2004, and Amendment No. 1 thereto effective July 25, 2007.10-K1-1325210.7May 7, 2008
10.6*McKesson Corporation Deferred Compensation Administration Plan III, as amended and restated July 29, 2014.10-Q1-1325210.2October 28, 2014
10.7* relinquishing certain rights provided in the McKesson Corporation Executive Benefit Retirement Plan as amendedby and restated on October 24, 2008.10-Q1-1325210.3October 29, 2008
10.8*
McKesson Corporationbetween the Company and its Chairman, President and Chief Executive Survivor Benefits Plan,
as amended and restated as of January 20, 2010.Officer.
8-K1-1325210.1January 25, 2010February 28, 2014
10.9*10.24*McKesson Corporation Severance Policy for Executive Employees, as amended and restated as of April 23, 2013.10-K1-1325210.11May 7, 2013
10.10*McKesson Corporation Change in Control Policy for Selected Executive Employees, as amended and restated on October 26, 2010.10-Q1-1325210.2February 1, 2011
10.11*McKesson Corporation Management Incentive Plan, effective July 29, 2015.8-K1-1325210.1July 31, 2015March 19, 2019
10.12*10.25*10-Q10-K1-1325210.110.27July 29, 2015May 4, 2010
10.13*21†McKesson Corporation Long-Term Incentive Plan, as amended and restated, effective May 26, 2015.10-Q1-1325210.2July 29, 2015
10.14†Forms
10.15*23†McKesson Corporation 2005 Stock Plan, as amended and restated on July 28, 2010.10-Q1-1325210.4July 30, 2010
10.16*Forms10-Q1-1325210.2July 26, 2012
10.17*McKesson Corporation 2013 Stock Plan, as adopted on May 22, 2013.8-K1-1325210.1August 2, 2013
10.18†Forms of Statement of Terms and Conditions Applicable to Awards Pursuant to the McKesson Corporation 2013 Stock Plan.Independent Registered Public Accounting Firm, Deloitte & Touche LLP.
10.19†24†Form

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McKESSON CORPORATION

  Incorporated by Reference
Exhibit NumberDescriptionFormFile NumberExhibitFiling Date
10.20
Credit Agreement, dated as of October 22, 2015, among the Company and Certain Subsidiaries, as Borrowers, Bank of America, N.A. as Administrative Agent, Bank of America, N.A. (acting through its Canada Branch), Citibank, N.A. and Barclays Bank PLC, as Swing Line Lenders, Wells Fargo Bank, National Association as L/C Issuer, Barclays Bank PLC, Citibank N.A., Wells Fargo Bank, National Association as Co-Syndication Agents, Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd. as Co-Documentation Agents, and The Other Lenders Party Thereto, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Bank PLC, Citigroup Global Markets Inc., Goldman Sachs Bank USA, J.P. Morgan Securities, LLC, The Bank of TokyoMitsubishi UFJ, Ltd. and Wells Fargo Securities, LLC as Joint Lead Arrangers and Joint Book Runners.

8-K1-1325210.1October 23, 2015
10.21Amendment No. 2, dated January 30, 2014, and Amendment No. 1, dated November 15, 2013, to the Credit Agreement and the Credit Agreement dated as of September 23, 2011, among the Company and McKesson Canada Corporation, collectively, the Borrowers, Bank of America, N.A. as Administrative Agent, Bank of America, N.A. (acting through its Canada branch), as Canadian Administrative Agent, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as Co-Syndication Agents, Wells Fargo Bank, National Association as L/C Issuer, The Bank of Tokyo-Mitsubishi UFJ, LTD., The Bank of Nova Scotia and U.S. Bank National Association as Co-Documentation Agents, and The Other Lenders Party Thereto, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Sole Lead Arranger and Sole Book Manager.8-K1-325210.1February 5, 2014
10.22*Amended and Restated Employment Agreement, effective as of November 1, 2008, by and between the Company and its Chairman, President and Chief Executive Officer.10-Q1-1325210.10October 29, 2008
10.23*Letter dated March 27, 2012 relinquishing certain rights provided in the Amended and Restated Employment Agreement by and between the Company and its Chairman, President and Chief Executive Officer.8-K1-1325210.1April 2, 2012
10.24*Letter dated February 27, 2014 relinquishing certain rights provided in the McKesson Corporation Executive Benefit Retirement Plan by and between the Company and its Chairman, President and Chief Executive Officer.8-K1-1325210.1February 28, 2014
10.25*Amended and Restated Employment Agreement, effective as of November 1, 2008, by and between the Company and its Executive Vice President and Group President.10-Q1-1325210.12October 29, 2008
10.26*Form of Director and Officer Indemnification Agreement.10-K1-1325210.27May 4, 2010
12†Computation of Ratio of Earnings to Fixed Charges.
21†List of Subsidiaries of the Registrant.
23†Consent of Independent Registered Public Accounting Firm, Deloitte & Touche LLP.
24†Power of Attorney.
31.1†Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, and adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2†Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934 as amended, and adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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31.1†
31.2†
Incorporated by Reference
Exhibit NumberDescriptionFormFile NumberExhibitFiling Date
32††
101†The following materials from the McKesson Corporation Annual Report on Form 10-K for the fiscal year ended March 31, 2014,2019, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Operations, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Stockholders' Equity, (v) Consolidated Statements of Cash Flows, and (vi) related Financial Notes.
________________
*Management contract or compensation plan or arrangement in which directors and/or executive officers are eligible to participate.
Filed herewith.
††Furnished herewith.

Registrant agrees to furnish to the Commission upon request a copy of each instrument defining the rights of security holders with respect to issues of long-term debt of the registrant, the authorized principal amount of which does not exceed 10% of the total assets of the registrant.

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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
MCKESSON CORPORATION
Date: May 15, 2019/s/ Britt J. Vitalone
Britt J. Vitalone
Executive Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated:
**
Brian S. Tyler
Chief Executive Officer and Director
(Principal Executive Officer)
Donald R. Knauss, Director



**
Britt J. Vitalone
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
Marie L. Knowles, Director



**
Sundeep G. Reddy
Senior Vice President and Controller
(Principal Accounting Officer)

Bradley E. Lerman, Director
**
Dominic J. Caruso, Director



Edward A. Mueller, Director



**
N. Anthony Coles, M.D., Director


Susan R. Salka, Director



*/s/ Lori A. Schechter
M. Christine Jacobs, Director
Lori A. Schechter
*Attorney-in-Fact



Date: May 15, 2019


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McKESSON CORPORATION

DIRECTORS AND OFFICERS
   
BOARD OF DIRECTORS CORPORATE OFFICERS
   
John H. HammergrenDominic J. Caruso John H. HammergrenBrian S. Tyler
Chairman of the Board,Executive Vice President and Chairman of the Board,
President and Chief Executive Officer,President and Chief Executive Officer
McKesson CorporationMcKesson Corporation
Chief Financial Officer, Retired,  
Andy D. BryantJohnson & Johnson James A. BeerBritt J. Vitalone
Chairman of the Board, Executive Vice President and Chief Financial Officer
Intel Corporation
Patrick J. Blake
Wayne A. BuddExecutive Vice President and Group President
Senior Counsel,
Goodwin Procter LLPJorge L. Figueredo
Executive Vice President, Human Resources
N. Anthony Coles, M. D.  
Chairman and Chief Executive Officer, Paul C. JulianJorge L. Figueredo
Yumanity Therapeutics, LLC Executive Vice President and Group President
Alton F. Irby IIIBansi Nagji
Chairman and Founding Partner,Executive Vice President,
London Bay CapitalCorporate Strategy and Business DevelopmentChief Human Resources Officer
   
M. Christine Jacobs Kathleen D. McElligott
Chairman of the Board, President and Executive Vice President, Chief Information Officer and
Chief Executive Officer, Retired, Chief Technology Officer
Theragenics Corporation  
  Lori A. SchechterBansi Nagji
Donald R. Knauss Executive Vice President General Counsel and
Executive Chairman of the Board, Retired, Chief ComplianceStrategy and Business Development Officer
The Clorox Company  
  Lori A. Schechter
Marie L. KnowlesExecutive Vice President, General Counsel and
Executive Vice President andChief Compliance Officer
Chief Financial Officer, Retired,
Atlantic Richfield CompanySundeep G. Reddy
Senior Vice President and Controller
Bradley E. Lerman
Senior Vice President, General Counsel andBrian P. Moore
Marie L. KnowlesCorporate Secretary, Senior Vice President and Treasurer
Executive Vice President and
Chief Financial Officer, Retired,Nigel A. Rees
Atlantic Richfield CompanySenior Vice President and Controller
David M. Lawrence, M.D.John G. Saia
Chairman of the Board andSecretary
Chief Executive Officer, Retired,
Kaiser Foundation Health Plan, Inc. and
Kaiser Foundation HospitalsMedtronic plc  
  Paul A. Smith
Edward A. Mueller Senior Vice President, Taxes
Chairman of the Board and  
Chief Executive Officer, Retired, Michele Lau
Qwest Communications International Inc. Corporate Secretary
   
Susan R. Salka  
Chief Executive Officer and President,  
AMN Healthcare Services, Inc.  
   
Brian S. Tyler
Chief Executive Officer,
McKesson Corporation
   
   

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McKESSON CORPORATION

CORPORATE INFORMATION
Common Stock
McKesson Corporation common stock is listed on the New York Stock Exchange (ticker symbol MCK) and is quoted in the daily stock tables carried by most newspapers.
Stockholder Information
Wells FargoEQ Shareowner Services, 1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120-4100 acts as transfer agent, registrar, dividend-paying agent and dividend reinvestment plan agent for McKesson Corporation stock and maintains all registered stockholder records for the Company.  For information about McKesson Corporation stock or to request replacement of lost dividend checks, stock certificates or 1099-DIVs, or to have your dividend check deposited directly into your checking or savings account, stockholders may call Wells FargoEQ Shareowner Services’ telephone response center at (866) 614-9635.  For the hearing impaired call (651) 450-4144. Wells FargoEQ Shareowner Services also has a website—www.wellsfargo.com/shareownerserviceshttps://www.shareowneronline.com—that-that stockholders may use 24 hours a day to request account information.

Dividends and Dividend Reinvestment Plan
Dividends are generally paid on the first business day of January, April, July and October.  McKesson Corporation’s Dividend Reinvestment Plan offers stockholders the opportunity to reinvest dividends in common stock and to purchase additional shares of common stock.  Stock in an individual’s Dividend Reinvestment Plan is held in book entry at the Company’s transfer agent, Wells FargoEQ Shareowner Services.  For more information, or to request an enrollment form, call Wells FargoEQ Shareowner Services’ telephone response center at (866) 614-9635.  From outside the United States, call +1-651-450-4064.
Annual Meeting
McKesson Corporation’s Annual Meeting of Stockholders will be held at 8:30 a.m. EDT,CDT, on July 27, 201631, 2019 at the McKesson Corporation Medical-Surgical office at 9954 Mayland Drive, Richmond, VA 23233.Dallas/Fort Worth Airport Marriott, 8440 Freeport Parkway, Irving, TX 75063.

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