SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

(Mark One)

   
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
   
  For quarter ended December 31, 2003June 30, 2004
   
o
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) (IRS Employer Identification No.)
   
One Post Street, San Francisco, California 94104
(Address of principal executive offices) (Zip Code)

(415) 983-8300
(Registrant’s telephone number, including area code)

     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.   Yesx   Noo

     Indicate by check mark whether the registrant is an accelerated filer.   Yesx    Noo

     Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

   
ClassOutstanding at January 27, 2004

 Outstanding at June 30, 2004
Common stock, $0.01 par value 291,048,537293,590,306 shares



1


TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
CONDENSED CONSOLIDATED BALANCE SHEETS
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FINANCIAL NOTES
Item 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Item 4. Evaluation of Disclosure Controls and Procedures
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1


McKESSON CORPORATION

TABLE OF CONTENTS

     
Item   Page

   
PART I. FINANCIAL INFORMATION  
1. Condensed Financial Statements  
  Consolidated Balance Sheets December 31, 2003 and March 31, 2003 3
  Consolidated Statements of Operations Quarter and nine months ended December 31, 2003 and 2002 4
  Consolidated Statements of Cash Flows Nine months ended December 31, 2003 and 2002 5
  Financial Notes 6-15
2. Management’s Discussion and Analysis of Results of Operations and Financial Condition Financial Review 16-23
3. Quantitative and Qualitative Disclosures about Market Risk 24
4. Evaluation of Disclosure Controls and Procedures 24
PART II. OTHER INFORMATION  
1. Legal Proceedings 24
6. Exhibits and Reports on Form 8-K 24
  Signatures 25

2


McKESSON CORPORATION

TABLE OF CONTENTS

       
Item
   Page

PART I. FINANCIAL INFORMATION
1. Condensed Financial Statements    
  Consolidated Balance Sheets June 30, 2004 and March 31, 2004  3 
  Consolidated Statements of Operations Quarter ended June 30, 2004 and 2003  4 
  Consolidated Statements of Cash Flows Quarter ended June 30, 2004 and 2003  5 
  Financial Notes  6-14 
 Management’s Discussion and Analysis of Results of Operations and Financial Condition — Financial Review  15-20 
 Quantitative and Qualitative Disclosures about Market Risk  20 
 Controls and Procedures  20 

PART II. OTHER INFORMATION
 Legal Proceedings  21 
 Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities  21 
 Exhibits and Reports on Form 8-K  21 
  Signatures  21 
 Exhibit 31.1
 Exhibit 31.2
 Exhibit 32

2


McKESSON CORPORATION

McKESSON CORPORATION

PART I. FINANCIAL INFORMATION

CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except per share amounts)
(Unaudited)

           
    December 31, March 31,
    2003 2003
    
 
ASSETS
        
Current Assets        
 Cash and equivalents $200.5  $522.0 
 Marketable securities available for sale  13.7   11.5 
 Receivables, net  5,346.0   4,594.7 
 Inventories  7,106.0   6,022.5 
 Prepaid expenses and other  112.7   102.9 
   
   
 
  Total  12,778.9   11,253.6 
Property, Plant and Equipment, net  596.0   593.7 
Capitalized Software Held for Sale  127.2   131.1 
Notes Receivable  179.2   248.6 
Goodwill and Other Intangibles  1,492.3   1,449.5 
Other Assets  781.2   681.4 
   
   
 
  Total Assets $15,954.8  $14,357.9 
   
   
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
        
Current Liabilities        
 Drafts and accounts payable $7,304.1  $6,630.7 
 Deferred revenue  543.9   459.7 
 Short-term borrowings  217.6    
 Current portion of long-term debt  16.5   10.2 
 Other  989.5   874.6 
   
   
 
  Total  9,071.6   7,975.2 
Postretirement Obligations and Other Noncurrent Liabilities  443.7   363.5 
Long-Term Debt  1,469.6   1,490.7 
Other Commitments and Contingent Liabilities (Financial Note 12)        
Stockholders’ Equity        
 Preferred stock, $0.01 par value, 100.0 shares authorized, no shares issued or outstanding      
 Common stock, $0.01 par value Shares authorized: 800.0; shares issued:        
 December 31, 2003 – 296.4 and March 31, 2003 – 292.3  2.9   2.9 
 Additional paid-in capital  2,026.6   1,921.2 
 Other  (78.0)  (89.5)
 Retained earnings  3,223.7   2,843.3 
 Accumulated other comprehensive losses  (3.9)  (59.1)
 ESOP notes and guarantees  (52.5)  (61.7)
 Treasury shares, at cost, December 31, 2003 – 5.2 and March 31, 2003 – 1.1  (148.9)  (28.6)
   
   
 
  Total Stockholders’ Equity  4,969.9   4,528.5 
   
   
 
  Total Liabilities and Stockholders’ Equity $15,954.8  $14,357.9 
   
   
 
         
  June 30, March 31,
  2004
 2004
ASSETS
        
Current Assets        
Cash and cash equivalents $836.7  $708.0 
Marketable securities available for sale  10.1   9.8 
Receivables, net  5,448.4   5,418.8 
Inventories  7,379.2   6,735.1 
Prepaid expenses and other  141.9   132.5 
   
 
   
 
 
Total  13,816.3   13,004.2 
Property, Plant and Equipment, net  594.4   599.9 
Capitalized Software Held for Sale  129.2   129.4 
Notes Receivable  200.0   172.2 
Goodwill and Other Intangibles  1,503.0   1,490.2 
Other Assets  900.5   844.3 
   
 
   
 
 
Total Assets $17,143.4  $16,240.2 
   
 
   
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
        
Current Liabilities        
Drafts and accounts payable $8,253.6  $7,364.0 
Deferred revenue  469.8   503.2 
Short-term borrowings  23.4    
Current portion of long-term debt  263.0   274.8 
Other  1,002.6   1,274.3 
   
 
   
 
 
Total  10,012.4   9,416.3 
Postretirement Obligations and Other Noncurrent Liabilities  502.8   448.8 
Long-Term Debt  1,205.2   1,209.8 
Other Commitments and Contingent Liabilities (Note 11)        
Stockholders’ Equity        
Preferred stock, $0.01 par value, 100.0 shares authorized, no shares issued or outstanding      
Common stock, $0.01 par value, 800.0 shares authorized, shares issued: June 30, 2004 – 300.4 and March 31, 2004 – 297.1  3.0   3.0 
Additional paid-in capital  2,155.0   2,047.1 
Other  (45.1)  (43.2)
Retained earnings  3,566.7   3,420.6 
Accumulated other comprehensive losses  (22.3)  (15.6)
ESOP notes and guarantees  (40.0)  (52.5)
Treasury shares, at cost, June 30, 2004 and March 31, 2004 – 6.8  (194.3)  (194.1)
   
 
   
 
 
Total Stockholders’ Equity  5,423.0   5,165.3 
   
 
   
 
 
Total Liabilities and Stockholders’ Equity $17,143.4  $16,240.2 
   
 
   
 
 

See Financial Notes.Notes

3


McKESSON CORPORATION

McKESSON CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share amounts)
(Unaudited)

                   
    Quarter Ended Nine Months Ended
    December 31, December 31,
    
 
    2003 2002 2003 2002
    
 
 
 
Revenues $18,231.9  $14,921.0  $51,566.2  $42,234.5 
Cost of Sales  17,498.1   14,193.4   49,234.2   40,016.8 
   
   
   
   
 
Gross Profit  733.8   727.6   2,332.0   2,217.7 
Operating Expenses  571.8   517.8   1,692.9   1,583.5 
   
   
   
   
 
Operating Income  162.0   209.8   639.1   634.2 
Interest Expense  (29.4)  (30.4)  (87.6)  (96.0)
Other Income, Net  31.4   24.1   58.4   38.2 
   
   
   
   
 
Income From Continuing Operations Before Income Taxes  164.0   203.5   609.9   576.4 
Income Taxes  (43.8)  (69.2)  (177.6)  (195.9)
   
   
   
   
 
Income (Loss) After Income Taxes                
 Continuing Operations  120.2   134.3   432.3   380.5 
 Discontinued Operations           (4.1)
   
   
   
   
 
Net Income $120.2  $134.3  $432.3  $376.4 
   
   
   
   
 
Earnings Per Common Share                
 Diluted                
 Continuing Operations $0.41  $0.46  $1.46  $1.28 
 Discontinued Operations           (0.01)
   
   
   
   
 
  Total Diluted $0.41  $0.46  $1.46  $1.27 
   
   
   
   
 
 Basic                
 Continuing Operations $0.41  $0.46  $1.49  $1.31 
 Discontinued Operations           (0.01)
   
   
   
   
 
  Total Basic $0.41  $0.46  $1.49  $1.30 
   
   
   
   
 
Dividends Declared Per Common Share $0.06  $0.06  $0.18  $0.18 
Weighted Average Shares                
 Diluted  298.7   298.0   299.0   299.3 
 Basic  290.2   289.7   290.0   289.1 
         
  Quarter Ended June 30,
  2004
 2003
Revenues $19,186.6  $16,524.2 
Cost of Sales  18,334.6   15,737.7 
   
 
   
 
 
Gross Profit  852.0   786.5 
Operating Expenses  591.2   534.9 
   
 
   
 
 
Operating Income  260.8   251.6 
Interest Expense  (29.6)  (29.8)
Other Income, Net  14.9   11.9 
   
 
   
 
 
Income Before Income Taxes  246.1   233.7 
Income Taxes  (82.5)  (78.1)
   
 
   
 
 
Net Income $163.6  $155.6 
   
 
   
 
 
Earnings Per Common Share        
Diluted $0.55  $0.53 
Basic $0.56  $0.54 
Dividends Declared Per Common Share $0.06  $0.06 
Weighted Average Shares        
Diluted  300.1   298.1 
Basic  291.4   289.8 

See Financial Notes.Notes

4


McKESSON CORPORATION

McKESSON CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)

           
    Nine Months Ended
    December 31,
    
    2003 2002
    
 
Operating Activities
        
Income from continuing operations $432.3  $380.5 
Adjustments to reconcile to net cash provided (used) by operating activities:        
 Depreciation  73.8   76.2 
 Amortization  91.5   74.6 
 Provision for bad debts  54.3   57.3 
 Deferred taxes on income  139.2   18.7 
 Other non-cash items  (20.0)  9.9 
   
   
 
  Total  771.1   617.2 
   
   
 
Effects of changes in:        
 Receivables  (699.1)  155.1 
 Inventories  (1,047.2)  (522.9)
 Drafts and accounts payable  622.2   (1.1)
 Deferred revenue  81.7   76.2 
 Taxes  (1.6)  78.2 
 Other  (2.9)  (36.9)
   
   
 
  Total  (1,046.9)  (251.4)
   
   
 
  Net cash provided (used) by continuing operations  (275.8)  365.8 
Discontinued operations     (0.5)
   
   
 
  Net cash provided (used) by operating activities  (275.8)  365.3 
   
   
 
Investing Activities
        
Property acquisitions  (71.6)  (78.4)
Capitalized software expenditures  (131.0)  (135.5)
Acquisitions of businesses, less cash and equivalents acquired  (45.6)  (356.8)
Notes receivable issuances, net  (10.8)  (42.4)
Proceeds from sale of notes receivable  42.2   117.9 
Other  19.1   (7.7)
   
   
 
  Net cash used by investing activities  (197.7)  (502.9)
   
   
 
Financing Activities
        
Proceeds from issuance of debt  217.6   30.0 
Repayment of debt  (10.7)  (140.6)
Capital stock transactions        
 Issuances  81.8   69.9 
 Share repurchases  (115.3)  (25.0)
 ESOP notes and guarantees  9.1   12.8 
 Dividends paid  (52.3)  (52.3)
 Other  21.8   1.1 
   
   
 
  Net cash provided (used) by financing activities  152.0   (104.1)
   
   
 
Net decrease in cash and cash equivalents  (321.5)  (241.7)
   
   
 
Cash and cash equivalents at beginning of period  522.0   557.8 
   
   
 
Cash and cash equivalents at end of period $200.5  $316.1 
   
   
 
         
  Quarter Ended June 30,
  2004
 2003
Operating Activities
        
Net income $163.6  $155.6 
Adjustments to reconcile to net cash provided (used) by operating activities:        
Depreciation  27.4   25.1 
Amortization  33.9   27.9 
Provision for bad debts  6.7   2.6 
Deferred taxes on income  107.2   39.0 
Other non-cash items  (1.0)  (1.9)
   
 
   
 
 
Total  337.8   248.3 
   
 
   
 
 
Effects of changes in:        
Receivables  (65.9)  (464.5)
Inventories  (636.4)  76.3 
Drafts and accounts payable  664.1   317.2 
Deferred revenue  (35.3)  (36.5)
Taxes  (49.2)  4.7 
Other  (86.8)  (104.7)
   
 
   
 
 
Total  (209.5)  (207.5)
   
 
   
 
 
Net cash provided by operating activities  128.3   40.8 
   
 
   
 
 
Investing Activities
        
Property acquisitions  (22.9)  (30.3)
Capitalized software expenditures  (37.0)  (50.8)
Acquisitions of businesses, less cash and cash equivalents acquired  (37.4)  (0.6)
Notes receivable issuances, net  (28.0)  (4.0)
Proceeds from sale of notes receivable  21.0    
Proceeds from sale of business  12.3    
Other  (4.8)  22.3 
   
 
   
 
 
Net cash used by investing activities  (96.8)  (63.4)
   
 
   
 
 
Financing Activities
        
Proceeds from issuance of debt  23.4    
Repayment of debt  (12.9)  (5.4)
Capital stock transactions:        
Issuances  83.0   34.7 
Share repurchases     (75.3)
ESOP notes and guarantees  12.5   4.9 
Dividends paid  (17.5)  (17.5)
Other  8.7   4.4 
   
 
   
 
 
Net cash provided (used) by financing activities  97.2   (54.2)
   
 
   
 
 
Net increase (decrease) in cash and cash equivalents  128.7   (76.8)
Cash and cash equivalents at beginning of period  708.0   522.0 
   
 
   
 
 
Cash and cash equivalents at end of period $836.7  $445.2 
   
 
   
 
 

See Financial Notes.Notes

5


McKESSON CORPORATION

McKESSON CORPORATION

FINANCIAL NOTES
(Unaudited)

1. Significant Accounting Policies

     Basis of Presentation.Presentation. The condensed consolidated financial statements of McKesson Corporation (“McKesson,” the “Company,” or “we” and other similar pronouns) include the financial statements of all majority-owned or controlled companies. Significant intercompany transactions and balances have been eliminated. In our opinion, these unaudited condensed consolidated financial statements include all adjustments necessary for a fair presentation of the Company’s financial position as of December 31, 2003,June 30, 2004, and the results of operations for the quarter and nine months ended December 31, 2003 and 2002 and cash flows for the nine monthsquarters ended December 31, 2003June 30, 2004 and 2002.2003.

     The results of operations for the quarterquarters ended June 30, 2004 and nine months ended December 31, 2003 and 2002 are not necessarily indicative of the results that may be expected for the entire year. These interim financial statements should be read in conjunction with the annual audited financial statements, accounting policies and financial notes included in our 20032004 consolidated financial statements previously filed with the Securities and Exchange Commission.Commission (“SEC”). As described in our Annual Report on Form 10-K for the year ended March 31, 2004, we reorganized our businesses on April 1, 2004. This reorganization resulted in changes to our reporting segments. On April 29 and 30, 2004, we provided financial information about this reorganization, as it relates to prior periods, in a Form 8-K. Certain prior period amounts have been reclassified to conform to the current period presentation.

     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.

     New Accounting Pronouncements.Pronouncements. In January 2004,June 2001, the Financial Accounting Standards Board (“FASB”) issued a Financial Staff Position (“FSP”) pertaining to Statement of Financial Accounting StandardsStandard (“SFAS”) No. 106-1,143, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003.for Asset Retirement Obligations,FSP SFAS No. 106-1 permits a sponsor of a postretirement health care plan that provides a prescription drug benefit to make a one-time election to defer recognizing the effects of the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the “Act”) until authoritative guidance onwhich addresses financial accounting requirements for the federal subsidy is issued or until certain other events occur. Accordingly, the consolidated financial statements do not reflect the effect of the Act, if any. Authoritative guidance, when issued, could require the Company to change previously reported information.

     In December 2003, the FASB issued a revision to SFAS No. 132, “Employers’ Disclosures about Pensions and Other Postretirement Benefits.” This statement does not change the measurement or recognition aspects for pensions and other postretirement benefit plans, however it does revise employers’ disclosures to include more information about the plan assets,retirement obligations to pay benefits and funding obligations. SFAS No. 132, as revised, is effective for our March 31, 2004 consolidated financial statements.

associated with tangible long-lived assets. In May 2003,2002, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics145, “Rescission of both LiabilitiesFASB Statements 4, 44, 64, Amendment to FASB Statement No. 13, and Equity.Technical Corrections as of April 2002.” SFAS No. 150 clarifies the definition of a liability as currently defined in FASB Concepts Statement No. 6, “Elements of Financial Statements,” as well as145 amends other planned revisions. This statement requires a financial instrument that embodies an obligation of an issuerexisting authoritative pronouncements to be classified as a liability. In addition, the statement establishes standards for the initialmake various technical corrections, clarify meanings, or describe their applicability under changed conditions. SFAS Nos. 143 and subsequent measurement of these financial instruments and disclosure requirements. SFAS No. 150 is145 became effective for financial instruments entered into or modified after May 31, 2003 and for all other matters, at the beginning of our second quarter of 2004. The adoption of this standardthese standards did not have a material impact on our consolidated financial statements.

     In April 2003, the FASB issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities.” SFAS No. 149 amends SFAS No. 133 for decisions made by the FASB’s Derivatives Implementation Group, other FASB projects dealing with financial instruments, and in response to implementation issues raised in relation to the application of the definition of a derivative. This statement is generally effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. The adoption of this standard did not have a material impact on our consolidated financial statements.

6


McKESSON CORPORATION

FINANCIAL NOTES (Continued)
(Unaudited)

     In January 2003, the FASB issued Interpretation (“FIN”) No. 46, “Consolidation of Variable Interest Entities” and in December 2003, a revised interpretation was issued (FIN No. 46(R)). In general, a variable interest entity (“VIE”) is a corporation, partnership, trust, or any other legal structure used for business purposes that either does not have equity investors with voting rights or has equity investors that do not provide sufficient financial resources for the entity to support its activities. FIN No. 46 requires a VIE to be consolidated by a company if that company is designated as the primary beneficiary. The interpretation applies to VIEs created after January 31, 2003, and for all financial statements issued after December 15, 2003 for VIEs in which an enterprise held a variable interest that it acquired before February 1, 2003.

     We implemented FIN No.Nos. 46 and 46(R) on a retroactive basis as required in the third quarter of 2004. As a result of the implementation, the Company no longer consolidates its investment in the McKesson Financing Trust (the “Trust”) (see Financial Note 9) as the Company was not designated as the Trust’s primary beneficiary. In accordance with this accounting standard, the Company now recognizes the debentures issued to the Trust as long-term debt in its consolidated financial statements in lieu of the preferred securities that the Trust issued to third parties. Additionally, the consolidated financial statements include interest expense on the debentures and no longer report dividends on the preferred securities, net of tax. These changes increased the Company’s net debt to net capital employed ratio slightly but did not have a material impact on our consolidated financial statements, including diluted earnings per share (see Financial Note 3). We will adopt the remaining provisions of FIN No. 46(R), which are not anticipated to have a material impact on our consolidated financial statements, in the fourth quarter of 2004.share.

     In December 2002,April 2003, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation – Transition149, “Amendment of Statement 133 on Derivative Instruments and Disclosure.Hedging Activities.This statementSFAS No. 149 amends SFAS No. 123, “Accounting133 for Stock-Based Compensation,” to provide alternative methodsdecisions made as part of transition for a voluntary changethe FASB’s Derivatives Implementation Group process, other FASB projects dealing with financial instruments, and in connection with implementation issues raised in relation to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effectapplication of the method used on reported results. We adopted the disclosure provisionsdefinition of this standard, as discussed below underEmployee Stock-Based Compensation. We are currently assessing the fair value approach under SFAS No. 123 and the transitional provisions of SFAS No. 148.

     In November 2002, the FASB reached a consensus regarding Emerging Issues Task Force (“EITF”) Issue No. 00-21, “Revenue Arrangements with Multiple Deliverables.” EITF Issue No. 00-21 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services, and/or rights to use assets. The guidance provided by EITF Issue No. 00-21derivative. This statement is generally effective for contracts entered into on or modified after July 1,June 30, 2003 and for hedging relationships designated after June 30, 2003. The adoption of this statement did not have a material effect on our consolidated financial statements.

     In June 2001, the FASB issued SFAS No. 143, “Accounting for Asset Retirement Obligations,” which addresses financial accounting requirements for retirement obligations associated with tangible long-lived assets. In May 2002, the FASB issued SFAS No. 145, “Rescission of FASB Statements 4, 44, 64, Amendment to FASB Statement No. 13, and Technical Corrections as of April 2002.” SFAS No. 145 amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. SFAS Nos. 143 and 145 were effective commencing April 1, 2003 andstandard did not have a material impact on our consolidated financial statements.

7     In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” SFAS No. 150 clarifies the definition of a liability as currently

6


McKESSON CORPORATION


FINANCIAL NOTES (Continued)
(Unaudited)

defined in FASB Concepts Statement No. 6, “Elements of Financial Statements,” as well as other planned revisions. This statement requires a financial instrument that embodies an obligation of an issuer to be classified as a liability. In addition, the statement establishes standards for the initial and subsequent measurement of these financial instruments and disclosure requirements. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003 and for all other matters, at the beginning of our second quarter 2004. The adoption of this standard did not have a material impact on our consolidated financial statements.

     In December 2003, the Staff of the SEC issued Staff Accounting Bulletin (“SAB”) No. 104, “Revenue Recognition,” which supersedes SAB No. 101, “Revenue Recognition in Financial Statements.” SAB No. 104’s primary purpose is to rescind the accounting guidance contained in SAB No. 101 related to multiple-element revenue arrangements that was superseded as a result of the issuance of Emerging Issues Task Force (“EITF”) Issue No. 00-21. Additionally, SAB No. 104 rescinds the SEC’s related Revenue Recognition in Financial Statements Frequently Asked Questions and Answers issued with SAB No. 101 that had previously been codified by the SEC. While the wording of SAB No. 104 reflects the issuance of EITF Issue No. 00-21, the revenue recognition principles of SAB No. 101 remain largely unchanged by the issuance of SAB No. 104, which was effective upon issuance. The adoption of SAB No. 104 did not have a material effect on our consolidated financial position or results of operations.

     In January 2004, the FASB issued Financial Staff Position (“FSP”) 106-1, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003.” As permitted by FSP No. 106-1, we elected to defer recognizing the effects of the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the “Act”) until authoritative guidance on accounting for the new federal subsidy is issued. In May 2004, the FASB issued FSP No. 106-2 which provides accounting guidance for this new subsidy. The Company sponsors a number of postretirement benefit plans which may benefit from the subsidy and as a result, we are currently evaluating the impact of FSP No. 106-2, which we are required to adopt in our second quarter of 2005.

     Employee Stock-Based Compensation.Compensation. We account for our employee stock-based compensation plans using the intrinsic value method under Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees.” We apply the disclosure provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” as amended by SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure.” Had compensation cost for our employee stock-based compensation been recognized based on the fair value method, consistent with the provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” net income and earnings per share would have been as follows:

                  
   Quarter Ended Nine Months Ended
   December 31, December 31,
   
 
(In millions, except per share amounts) 2003 2002 2003 2002

 
 
 
 
Net income, as reported $120.2  $134.3  $432.3  $376.4 
Compensation expense, net of tax:                
 APB Opinion No. 25 expense included in net income  1.6   1.0   4.4   2.4 
 SFAS No. 123 expense  (24.8)  (39.9)  (75.3)  (120.0)
   
   
   
   
 
Pro forma net income $97.0  $95.4  $361.4  $258.8 
   
   
   
   
 
Earnings per share:                
 Diluted – as reported $0.41  $0.46  $1.46  $1.27 
 Diluted – pro forma  0.33   0.32   1.22   0.88 
 Basic – as reported  0.41   0.46   1.49   1.30 
 Basic – pro forma  0.33   0.33   1.25   0.89 
         
  Quarter Ended June 30,
(In millions, except per share amounts)
 2004
 2003
Net income, as reported $163.6  $155.6 
Compensation expense, net of tax:        
APB Opinion No. 25 expense included in net income  1.4   0.8 
SFAS No. 123 expense  (7.6)  (26.7)
   
 
   
 
 
Pro forma net income $157.4  $129.7 
   
 
   
 
 
Earnings per common share:        
Diluted – as reported $0.55  $0.53 
Diluted – pro forma  0.53   0.44 
Basic – as reported  0.56   0.54 
Basic – pro forma  0.54   0.45 

     SFAS No. 123 compensation expense, as indicated in the above table, decreased in the first quarter of 2005 compared to the same period a year ago. The decrease is primarily attributable to accelerated vesting of substantially all unvested stock options outstanding during the fourth quarter of 2004. SFAS No. 123 compensation expense is typically amortized over the related vesting period; as a result, these fully vested stock options did not have an impact on the expense during the current quarter. Partially offsetting this decrease, during the first quarter of 2005, we granted 6.0 million stock options that vest on or before March 31, 2005 and have a seven year term. Historically, options granted by the Company generally vest over four years and have a ten year term.

7


McKESSON CORPORATION
FINANCIAL NOTES (Continued)
(Unaudited)

2. Acquisitions and Divestiture

     In the second quarter of 2003,On April 1, 2004, we acquired all of the issued and outstanding stockshares of A.L.I. Technologies Inc.Moore Medical Corp. (“A.L.I.”MMC”), of New Britain, Connecticut, for an aggregate cash purchase price of $347.0approximately $37 million. A.L.I. provides digital medical imaging solutions which are designedMMC is an Internet-enabled, multi-channel marketer and distributor of medical-surgical and pharmaceutical products to streamline access to diagnostic information, automate clinical workflow and eliminate the need for film purchase and storage. The acquisition of A.L.I. complemented our Horizon Clinicals™ offering by incorporating medical images into a computerized patient record.non-hospital provider settings. Approximately $328$24 million of A.L.I.’sthe purchase price washas been assigned to goodwill, none of which is deductible for tax purposes. The aggregate purchase price was financed through cash and short-term borrowings. The results of A.L.I.’sMMC’s operations have been included in the condensed consolidated financial statements within our InformationMedical-Surgical Solutions segment since itsthe acquisition date.

     During the nine months ended December 31, 2003 and 2002, our Pharmaceutical Solutions and Information Solutions segmentsWe also completed several smaller acquisitions.acquisitions in 2004 within our Medical-Surgical Solutions and Provider Technologies segments. Pro forma results of operations for our business acquisitions have not been presented for these acquisitions, nor the acquisition of A.L.I., asbecause the effects were not material to the condensed consolidated financial statements on either an individual or aggregate basis.

     On January 19, 2004,During the first quarter of 2005, we entered intosold a merger agreement (the “Merger Agreement”) providingbusiness for our acquisition, subject to the satisfactionnet cash proceeds of customary closing conditions,$12.3 million. The disposition resulted in a pre-tax loss of all$1.1 million and an after-tax loss of the issued and outstanding shares of Moore Medical Corp. (“MMC”), of New Britain, Connecticut, for $12 per share or a total of approximately $40$4.6 million. MMC is an internet-enabled, multi-channel marketer and distributor of medical-surgical and pharmaceutical products to non-hospital provider settings. On completion of the acquisition, financialFinancial results for MMC from the date of closing would be reflected as part of our Medical-Surgical Solutions segment. We have been advised that, on January 21, 2004, MMC received an indication of interest from a private investment firm in the form of a cash offer of $15 per share, subject to certain conditions, including completion of due diligence. Under the Merger Agreement, MMC has the right to terminate its agreement with us and accept a financially superior offer under certain circumstances. Accordingly, there can be no assurance that our proposed acquisition of MMC will be completed on the terms set forth in the Merger Agreement or at all.

     In September 2002, we sold the net assets of a marketing fulfillmentthis business which was previouslywere included in our Pharmaceutical Solutions segment and were not material to our condensed consolidated financial statements.

3. Restructuring Activities

     Net charges from restructuring activities for the first quarter of 2005 and 2004 were $0.6 million and $1.3 million. These charges primarily related to a number of smaller initiatives offset in part by a reversal of prior years’ restructuring reserves due to a change in estimated costs to complete these activities.

     The following table summarizes restructuring activities for the quarter ended June 30, 2004:

                                 
  Pharmaceutical Medical-Surgical Provider    
  Solutions
 Solutions
 Technologies
 Corporate
  
      Exit-     Exit-     Exit-    
(In millions)
 Severance
 Related
 Severance
 Related
 Severance
 Related
 Severance
 Total
Balance, March 31, 2004
 $0.4  $5.2  $1.7  $1.9  $0.2  $1.9  $10.5  $21.8 
Current year expenses        0.8               0.8 
Adjustments to prior years’ expenses        (0.2)              (0.2)
   
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
 
Net expense for the period        0.6               0.6 
Liabilities related to the MMC acquisition        4.0               4.0 
Cash expenditures  (0.2)  (0.5)  (0.8)  (0.3)     (0.1)  (9.1)  (11.0)
   
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
 
Balance, June 30, 2004
 $0.2  $4.7  $5.5  $1.6  $0.2  $1.8  $1.4  $15.4 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

     Accrued restructuring liabilities are included in other liabilities in the accompanying condensed consolidated balance sheets. In connection with the acquisition of MMC, we recorded $4.0 million of restructuring reserves related to employee termination costs. These costs have been recognized as liabilities assumed in the purchase price of MMC.

     In addition to the above restructuring activities, we are still managing a 2001/2000 restructuring plan associated with customer settlements for the discontinuance of overlapping and nonstrategic products and other product development projects within our Provider Technologies segment. Net proceedsCustomer settlement allowances, which are included as a reduction of accounts receivable in the accompanying condensed consolidated balance sheets, were reduced by $0.4 million in non-cash settlements during the first quarter of 2005 to $5.8 million at June 30, 2004 from $6.2 million at March 31, 2004. Total cash and non-cash settlements of $45.3 million and $95.4 million have been incurred since the saleinception of this business were $4.5 million. The disposition resulted in an after-tax lossrestructuring plan. Non-cash settlements represent write-offs of $3.7 million or $0.01 per diluted share which was recorded in the second quarter of 2003. Financial results for this businesscustomer receivables. There have been presentedno significant offsetting changes in estimates that increased the provision for customer settlements. At March 31, 2004, we substantially completed our negotiations with the affected customers. As a result, we do not anticipate additional significant increases to the allowance for customer settlements. However, as a discontinued operation.settlement negotiations with the remaining customers are finalized, additional adjustments to the reserve may be necessary.

8


McKESSON CORPORATION


FINANCIAL NOTES (Continued)
(Unaudited)

3.4. Earnings Per Share

     Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share is computed similarly 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.

     The computations for basic and diluted earnings per share from continuing operations are as follows:

                  
   Quarter Ended Nine Months Ended
   December 31, December 31,
   
 
(In millions, except per share amounts) 2003 2002 2003 2002

 
 
 
 
Income from continuing operations $120.2  $134.3  $432.3  $380.5 
Interest expense on convertible junior subordinated debentures, net of tax benefit  1.5   1.5   4.6   4.6 
   
   
   
   
 
Income from continuing operations – diluted $121.7  $135.8  $436.9  $385.1 
   
   
   
   
 
Weighted average common shares outstanding:                
Basic  290.2   289.7   290.0   289.1 
Effect of dilutive securities:                
 Options to purchase common stock  2.7   2.3   3.1   4.2 
 Convertible junior subordinated debentures  5.4   5.4   5.4   5.4 
 Restricted stock  0.4   0.6   0.5   0.6 
   
   
   
   
 
Diluted  298.7   298.0   299.0   299.3 
   
   
   
   
 
Earnings per common share from continuing operations:                
 Basic $0.41  $0.46  $1.49  $1.31 
 Diluted $0.41  $0.46  $1.46  $1.28 
         
  Quarter Ended June 30,
(In millions, except per share amounts)
 2004
 2003
Net income $163.6  $155.6 
Interest expense on convertible junior subordinated debentures, net of tax benefit  1.5   1.5 
   
 
   
 
 
Net income – diluted $165.1  $157.1 
   
 
   
 
 
Weighted average common shares outstanding:        
Basic  291.4   289.8 
Effect of dilutive securities:        
Options to purchase common stock  3.2   2.3 
Convertible junior subordinated debentures  5.4   5.4 
Restricted stock  0.1   0.6 
   
 
   
 
 
Diluted  300.1   298.1 
   
 
   
 
 
Earnings per common share:        
Basic $0.56  $0.54 
Diluted $0.55  $0.53 

     For the quarters ended December 31, 2003 and 2002, 38.0Approximately 34 million and 48.743 million stock options were excluded from the computations of diluted net earnings per share for the quarters ended June 30, 2004 and 2003 as their exercise price was higher than the Company’s average stock price. For the nine months ended December 31, 2003 and 2002, the number of stock options excluded was 38.0 million and 33.8 million.

4.     Restructuring Activities

     We recorded net charges for restructuring activities of $1.3 million and $3.1 million during the quarter and nine months ended December 31, 2003. Third quarter and year-to-date net charges include $2.0 million for severance costs relating to a program to restructure our Medical-Surgical Solutions segment distribution center network to mitigate the impact of the loss of a large customer. Net restructuring charges for the nine months ended December 31, 2003 also include expenses associated with the consolidation of our Corporate enterprise-wide information network support departments and the closure of a distribution center in our Pharmaceutical Solutions segment. These charges were partially offset by reversals of accruals from prior year restructuring programs. Approximately 257 employees were provided termination notices as a result of our 2004 restructuring initiatives, of which 123 were terminated at December 31, 2003.

     During the quarter and nine months ended December 31, 2002, we recorded net reductions in restructuring accruals of $0.2 million and $7.2 million. Results for the nine months ended December 31, 2002 included $12.2 million in reversals of accruals as a result of a modification to our Medical-Surgical Solutions segment’s distribution center strategy, which was partially offset by $6.0 million of charges associated with the planned closure of a distribution center and additional facility closure costs for a prior year restructuring plan within our Pharmaceutical Solutions segment.

9


McKESSON CORPORATION

FINANCIAL NOTES (Continued)
(Unaudited)

     The following table summarizes restructuring activities for the nine months ended December 31, 2003:

                                 
  Pharmaceutical Medical-Surgical Information        
  Solutions Solutions Solutions Corporate    
  
 
 
 
    
      Exit-     Exit-     Exit-        
(In millions) Severance Related Severance Related Severance Related Severance Total

 
 
 
 
 
 
 
 
Balance, March 31, 2003
 $  $8.1  $1.7  $4.0  $0.9  $3.0  $14.0  $31.7 
Current period expenses  0.2   0.2   2.0            3.3   5.7 
Adjustment to prior years’ expenses     (1.0)  (0.4)  (1.0)  (0.1)  (0.1)     (2.6)
   
   
   
   
   
   
   
   
 
Total expenses  0.2   (0.8)  1.6   (1.0)  (0.1)  (0.1)  3.3   3.1 
Cash expenditures  (0.2)  (1.4)  (0.3)  (1.3)  (0.7)  (0.8)  (5.2)  (9.9)
   
   
   
   
   
   
   
   
 
Balance, December 31, 2003
 $  $5.9  $3.0  $1.7  $0.1  $2.1  $12.1  $24.9 
   
   
   
   
   
   
   
   
 

     In addition to the above restructuring activities, we are still managing a 2001/2000 restructuring plan associated with customer settlements for the discontinuance of overlapping and nonstrategic products and other product development projects within our Information Solutions segment. Customer settlement allowances, which are included as a reduction of accounts receivable in the accompanying condensed consolidated balance sheets, decreased to $62.9 million at December 31, 2003 from $86.9 million at March 31, 2003. Reductions in the allowance were due to a reversal of $19.7 million of the allowance into operating expenses in the second quarter of 2004 due to favorable settlements and continued negotiations with affected customers, and $0.9 million and $3.4 million of cash and non-cash settlements. In addition, during the third quarter of 2003, we reversed $22.3 million of the allowance into operating expenses also due to favorable settlements and negotiations with affected customers. Total cash and non-cash settlements of $44.1 million and $86.2 million have been incurred since the inception of the restructuring plan. Although the timing and final outcome of remaining customer settlements cannot be determined, we believe that any additional liability and related expenditures will not have a material adverse effect on our financial position, results of operations or cash flows.

5.     Contract Losses

     During the third quarter of 2003, we recorded a contract loss provision of $51.0 million to recognize expected losses for certain multi-year contracts within our Information Solutions’ international business. Additionally, during the third quarter of 2004, we recorded an incremental $20.0 million loss provision. The contract losses are reflected in cost of sales in the accompanying condensed consolidated statement of operations. Changes in estimates to complete and revisions in overall profit estimates are recognized in the period in which they are determined. These provisions are subject to change as additional information is obtained and as the contracts progress toward completion.

6.     Income Taxes

     During the quarter ended December 31, 2003, we recorded a $7.9 million income tax benefit arising from settlements and adjustments with various taxing authorities. The nine months ended December 31, 2003 also reflects a $15.3 million income tax benefit relating to favorable tax settlements with the U.S. Internal Revenue Service. This benefit, which was not previously recognized by the Company, resulted from the filing of amended tax returns by our subsidiary McKesson Information Solutions (formerly known as HBO & Company (“HBOC”)) for the years ended December 31, 1997 and 1998.

10


McKESSON CORPORATION

FINANCIAL NOTES (Continued)
(Unaudited)

7. Goodwill and Other Intangible AssetsIntangibles

     Changes in the carrying amount of goodwill for the nine monthsquarter ended December 31, 2003June 30, 2004, are as follows:

                 
  Pharmaceutical Medical-Surgical Information    
(In millions) Solutions Solutions Solutions Total

 
 
 
 
Balance, March 31, 2003
 $307.1  $686.5  $360.6  $1,354.2 
Goodwill acquired  30.2      1.7   31.9 
Translation adjustments  3.2      13.9   17.1 
   
   
   
   
 
Balance, December 31, 2003
 $340.5  $686.5  $376.2  $1,403.2 
   
   
   
   
 
                 
      Medical-    
  Pharmaceutical Surgical Provider  
(In millions)
 Solutions
 Solutions
 Technologies
 Total
Balance, March 31, 2004
 $297.7  $725.2  $382.9  $1,405.8 
Goodwill acquired     23.7      23.7 
Sale of business  (10.3)        (10.3)
Translation adjustments  (1.0)     (1.4)  (2.4)
   
 
   
 
   
 
   
 
 
Balance, June 30, 2004
 $286.4  $748.9   381.5  $1,416.8 
   
 
   
 
   
 
   
 
 

9


McKESSON CORPORATION
FINANCIAL NOTES (Continued)
(Unaudited)

     Information regarding other intangibles is as follows:

          
   December 31, March 31,
(In millions) 2003 2003

 
 
Customer lists $95.6  $89.9 
Technology  62.5   58.7 
Trademarks and other  22.5   21.5 
   
   
 
 Total other intangibles, gross  180.6   170.1 
Accumulated amortization  (91.5)  (74.8)
   
   
 
 Total other intangibles, net $89.1  $95.3 
   
   
 
         
  June 30, March 31,
(In millions)
 2004
 2004
Customer lists $97.9  $92.9 
Technology  63.7   61.2 
Trademarks and other  23.7   23.8 
   
 
   
 
 
Total other intangibles, gross  185.3   177.9 
Accumulated amortization  (99.1)  (93.5)
   
 
   
 
 
Total other intangibles, net $86.2  $84.4 
   
 
   
 
 

     Amortization expense of other intangibles was $5.5$6.2 million and $15.2$4.6 million for the quarterquarters ended June 30, 2004 and nine months ended December 31, 2003 and $4.7 million and $13.2 million for the comparable prior year periods.2003. The weighted average remaining amortization periods for customer lists, technology and trademarks and other intangible assets at December 31, 2003June 30, 2004 were: 7.68 years, 4.54 years and 5.05 years. As of December 31, 2003, estimatedEstimated future annual amortization expense forof these assets is as follows: $20.0$16.5 million, $19.4$14.9 million, $14.3$15.1 million, $13.8$15.7 million and $10.2$6.1 million for 20042005 through 2008,2009, and $12.7$9.1 million thereafter. At December 31, 2003,June 30, 2004, there were $13.9was $15.0 million of other intangibles not subject to amortization.

8.6. Financing ActivitiesActivity

     In June 2003,2004, we renewed our committed revolving receivables saleaccounts receivable sales facility under substantially similar terms to those previously in place with the exception that the facility was increased by $150.0$300.0 million to $1.1$1.4 billion. The renewed facility expires in June 2004.

     In September 2003, we renegotiated our 364-day revolving credit agreement. With the exception that the facility was increased by $100.0 million to $650.0 million, the terms of the new agreement are substantially similar to those previously in place. The renewed facility expires in September 2004.

2005. At December 31, 2003, $217.6 million of short-term borrowingsJune 30, 2004, there were outstanding. Nono amounts were outstanding or utilized under the revolving receivables sale facility at December 31, 2003 and March 31, 2003.this facility.

     In addition, during the quarter and nine months ended December 31, 2003, we sold customer lease receivables from our Pharmaceutical Solutions segment for cash proceeds of $7.0 million and $42.2 million. The sales of these receivables resulted in pre-tax gains of $0.5 million and $3.0 million. During the quarter and nine months ended December 31, 2002, we sold customer lease receivables from the same segment for cash proceeds of $117.9 million, which resulted in a pre-tax gain of $5.3 million. These gains are included in Other Income in the condensed consolidated statements of operations.

11


McKESSON CORPORATION

FINANCIAL NOTES (Continued)
(Unaudited)

9.     Long-Term Debt7. Convertible Junior Subordinated Debentures

     In February 1997, we issued 5% Convertible Junior Subordinated Debentures (the “Debentures”) in an aggregate principal amount of $206,186,000. The Debentures, which are included in long-term debt, mature on June 1, 2027, bear interest at an annual rate of 5%, payable quarterly, and are currently redeemable by us at 102.0%101.5% of the principal amount. The Debentures were purchased by the Trust, which is wholly owned by the Company, with proceeds from its issuance of four million shares of preferred securities to the public and 123,720 common securities to us. These preferred securities are convertible at the holder’s option into the Company’s common stock. The Debentures represent the sole assets of the Trust.

     Holders of the preferred securities are entitled to cumulative cash distributions at an annual rate of 5% of the liquidation amount of $50 per security. Each preferred security is convertible at the rate of 1.3418 shares of the Company’s common stock, subject to adjustment in certain circumstances. The preferred securities will be redeemed upon repayment of the Debentures and are callable by us on or after March 4, 2000, in whole or in part, initially at 103.5% of the liquidation preference per share, and thereafter at prices declining at 0.5% per annum to 100% of the liquidation preference on and after March 4, 2007 plus, in each case, accumulated, accrued and unpaid distributions, if any, to the redemption date.

     We have guaranteed, on a subordinated basis, distributions and other payments due on the preferred securities (the “Guarantee”). The Guarantee, when taken together with our obligations under the Debentures, and in the indenture pursuant to which the Debentures were issued, and our obligations under the Amended and Restated Declaration of Trust governing the subsidiary trust,Trust, provides a full and unconditional guarantee of amounts due on the preferred securities.

10.     Stockholders’ Equity10


McKESSON CORPORATION
FINANCIAL NOTES (Continued)
(Unaudited)

8. Pension and Other Postretirement Benefit Plans

     The following table provides the components of the net periodic expense for the Company’s defined benefit pension and postretirement plans:

                 
  Quarter Ended June 30,
  Pension
 Postretirement
(In millions)
 2004
 2003
 2004
 2003
Service cost—benefits earned during the period $1.4  $1.6  $0.5  $0.5 
Interest cost on projected benefit obligation  6.4   6.8   2.9   2.9 
Expected return on assets  (7.4)  (6.4)      
Amortization of unrecognized loss and prior service costs  2.2   3.0   7.1   5.8 
Immediate recognition of pension cost  0.7          
Settlements and other  16.6          
   
 
   
 
   
 
   
 
 
Net periodic expense $19.9  $5.0  $10.5  $9.2 
   
 
   
 
   
 
   
 
 

     In 2001,April 2004, we made several lump sum payments totaling approximately $42 million from an unfunded U.S. pension plan. In accordance with SFAS No. 88, “Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits”, approximately $12 million in settlement charges associated with these payments were expensed in the Company’s Boardfirst quarter of Directors approved a program to repurchase up to $250.0 million2005. Substantially all of this expense was recorded in the Company’s common stock in open market or private transactions. During the nine months ended December 31, 2003, we repurchased 3.9 million shares having an aggregate cost of $115.3 million, which effectively completes the 2001 program. On October 30, 2003, the Company’s Board of Directors approved a new program to repurchase up to $250.0 million of additional common stock of the Company. Repurchased shares will be used for general corporate purposes.Corporate segment.

9. Stockholders’ Equity

     Comprehensive income is as follows:

                  
   Quarter Ended Nine Months Ended
   December 31, December 31,
   
 
(In millions) 2003 2002 2003 2002

 
 
 
 
Net income $120.2  $134.3  $432.3  $376.4 
Unrealized loss on marketable securities and investments  (0.2)  (0.1)     (1.4)
Net gain (loss) on derivative instruments     0.3      (0.8)
Foreign currency translation adjustments  32.9   5.1   55.2   2.4 
   
   
   
   
 
 Comprehensive income $152.9  $139.6  $487.5  $376.6 
   
   
   
   
 
         
  Quarter Ended June 30,
(In millions)
 2004
 2003
Net income $163.6  $155.6 
Foreign currency translation adjustments  (6.7)  33.5 
   
 
   
 
 
Comprehensive income $156.9  $189.1 
   
 
   
 
 

12


McKESSON CORPORATION

FINANCIAL NOTES (Continued)
(Unaudited)

11.10. Financial Guarantees and Warranties

     Financial Guarantees.

     We have agreements with certain of our customers’ financial institutions under which we have guaranteed the repurchase of inventory (primarily for our Canadian businesses), at a discount, in the event these customers are unable to meet certain obligations to those financial institutions. Among other requirements,limitations, these inventories must be in resalable condition. We have also guaranteed loans, credit facilities and the payment of leases for some customers; and we are a secured lender for substantially all of these guarantees. During the first quarter of 2005, we converted a $40.0 million credit facility guarantee in favor of a customer (that recently emerged from bankruptcy) to a note receivable due from this customer. This secured note bears interest and is repayable in various payments through 2007. Customer guarantees range from one to ten years and were primarily provided to facilitate financing for certain strategic customers. At December 31, 2003,June 30, 2004, the maximum amounts of inventory repurchase guarantees and other customer guarantees were approximately $167$155 million and $61$15 million of which a nominal amount hadhas been accrued for these guarantees.

     During the second quarter of 2004, a Pharmaceutical Solutions customer announced its bankruptcy. Accordingly, we reviewed all amounts owed to us from this customer as well as financial guarantees provided to third parties in favor of this customer, and as a result, we increased our provision for doubtful accounts by $30.0 million.accrued.

     At December 31, 2003,June 30, 2004, we had commitments to provide $3.9of $11.0 million, primarily consisting of cash contributions and $9.8 millionthe purchase of other commitments toservices from our equity-held investments, for which no amounts had been accrued.

11


McKESSON CORPORATION
FINANCIAL NOTES (Continued)
(Unaudited)

     In addition, our banks and insurance companies have issued $65.6$85.2 million of standby letters of credit and surety bonds on our behalf in order to meet the security requirements for statutory licenses and permits, court and fiduciary obligations, and our workers’ compensation and automotive liability programs.

     Our software license agreements generally include certain provisions for indemnifying customers against liabilities if our software products infringe on 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.

     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 significant payments as a result of these indemnification provisions.

     Warranties.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 Food, Drug and Cosmetic Act and other applicable laws and regulations. We have received the same warranties from our suppliers, who 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.

     We also provide warranties regarding the performance of software and automation 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 andwhich 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. Revenue from these maintenance agreements is 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 condensed consolidated balance sheets.

13


McKESSON CORPORATION

FINANCIAL NOTES (Continued)
(Unaudited)

12.     Litigation

Accounting Litigation11. Other Commitments and Contingent Liabilities

     In our annual report on Form 10-K for the year ended March 31, 2003, and in our quarterly reports on Form 10-Q for the quarters ended June 30, 2003, and September 30, 2003,2004, we reported on numerous legal proceedings including but not limited to, those arising out of our announcement on April 28, 1999, regarding accounting improprieties at HBOC,HBO & Company, now known as McKesson Information Solutions Inc.LLC (the “Accounting Litigation”)., and other litigation and contingencies. Since the date of those reportsthat report the only significant developments in legal proceedings involving the Company were as follows:

     In     I. Accounting Litigation

     On April 7, 2004, in the previously reported action captionedThe State of Oregon Public Employees Retirement Board v. McKesson HBOC, Inc. et al.(Master File No. 307619), the Honorable Donald S. Mitchell in the California Superior Court, City and County of San Francisco sustained plaintiffs’ motion to dismiss the Company’s cross-claims for “unjust enrichment.”

     On April 26, 2004, in the previously reported action captionedIn re McKesson HBOC, Inc. Securities Litigation, (N.D. Cal. Case No. C-99-20743-RMW) (the “Consolidated Action”), the parties have agreed, subject to approval by the Court, that trial will commence on September 12, 2005 (subject to the parties’ right to seek a modification of the trial date). On November 21, 2003, lead plaintiff New York State Common Retirement Fund (“NYSCRF”)Theodore H. Pacha filed a renoticerequest to be named Lead Plaintiff of itsa subclass of shareholders who primarily held McKesson Corporation common shares before the merger. The court has not ruled on this motion, or on Lead Plaintiff’s Motion for class certification, andClass Certification, which was heard on January 16, 2004, we filed an opposition to that motion. The hearing on class certification is scheduled for March 12, 2004.

     Plaintiff’s claim for unpaid commissions was recently settled in the previously-reported action captionedDrake v. McKesson Corp., et. al., (Fulton County, Georgia No, 01VS026303A), and we expect those claims to be dismissed by the court in the near future. Plaintiff has agreed to withdraw his remaining claims and not to file a new action.

     In the previously-reported action,Ash, et. al. v. McCall, (Civil Action No. 17132), on October 30, 2003, the Court granted the plaintiffs leave to file a Fourth Amended Complaint and changed the caption of the case toSaito, et. al. v. McCall(Civil Action No. 17132). On December 15, 2003, the defendants filed motions to dismiss the Fourth Amended Complaint. A hearing for consideration of those motions has not yet been scheduled.

     We do not believe it is feasible to predict or determine the outcome or resolution of the Accounting Litigation, proceedings, or to estimate the amounts of, or potential range of, loss with respect to those proceedings. In addition, the timing of the final resolution of these proceedings is uncertain. The range of possible resolutions of these proceedings could include judgments against the Company or settlements that could require substantial payments by the Company, which could have a material adverse impact on McKesson’sthe Company’s financial position, results of operations and cash flows.

     II. Other Litigation

     On January 21, 2004, AmerisourceBergen Drug Corporation (“AmerisourceBergen”) filed     As previously reported, a bid protest and a request for injunctive relief, AmerisourceBergen Drug Corporation vs. U.S. Department of Veteran Affairs (Action No. 04-00063),judgment has been entered against the Company in an action brought in the United StatesCalifornia Superior Court by a former employee for wrongful termination, disability discrimination and harassment,Charlene Roby vs. McKesson HBOC, Inc. et al.(Action No. CV01-573), consisting of Federal Claimscompensatory and punitive damages

12


McKESSON CORPORATION
FINANCIAL NOTES (Continued)
(Unaudited)

awards of $3.5 million and $15.0 million, respectively. After post-trial motions, the trial court reduced the compensatory damages portion of the judgment to $2.8 million but left the punitive damages award unchanged. The Company will seek reversal, or alternatively reduction, of all elements of this judgment through an appeal. If this appeal is not successful, this judgement could have an adverse impact on our consolidated financial statements.

     III. Contingency

     As discussed in connection with the December 31, 2003 award by the United States Department of Veteran Affairs (the “VA”) of Prime Vendor status to the Companyour annual report on Form 10-K for the supply of pharmaceutical products to the VA commencing April 1, 2004. We have moved to interveneyear ended March 31, 2004, in this action, and on January 22, 2004 that motion was granted by the Court. The Court has scheduled2002, we entered into a February 9, 2004 hearing on the petition of AmerisourceBergen seeking to delay the commencement date of our$500 million, ten year contract with the VA for up to 90 days. The Court has provided in its scheduling order that a decision on the meritsNational Health Services Information Authority (“NHS”), an organization of the entire AmerisourceBergen bid protestBritish government charged with the responsibility of delivering healthcare in England and Wales. The contract engages the Company to develop, implement and operate a human resources and payroll system at more than 600 NHS locations.

     To date, there have been delays to this contract which have caused increased costs and a decrease in the amount of time in which we can earn revenues. These delays have adversely impacted the contract's projected profitability and no material revenue has yet been recognized on this contract. As of June 30, 2004, our consolidated balance sheet includes an investment of approximately $78 million in net assets, consisting of prepaid expenses, software and capital assets, net of cash received, related to this contract. While we believe it is likely that we can deliver and operate an acceptable system and recover our investment in this contract, we are currently negotiating with the NHS to amend certain key terms and conditions in the contract, and there is no certainty we will agree on an updated implementation plan. We expect this negotiation to be rendered by March 31,completed in the second half of calendar year 2004.
However, the timing and the outcome of these negotiations is uncertain and failure to reach agreement on an updated implementation plan and amend certain key contract terms and conditions, and/or further delays in the implementation may result in losses that could be material. Even if we agree on amended contract terms and conditions and an updated implementation plan, it is possible that the terms of that agreement may result in the impairment of our net assets related to the contract as well as substantial penalties and charges, which could have a material adverse impact on our consolidated financial statements.

14


McKESSON CORPORATION

FINANCIAL NOTES (Concluded)
(Unaudited)

13.12. Segment Information

     OurIn April 2004, we reconfigured our operating segments consistto better align product development and selling efforts with the evolving needs of the healthcare market. As a result, commencing in the first quarter of 2005, we are reporting the following three operating segments: Pharmaceutical Solutions, Medical-Surgical Solutions and Information Solutions.Provider Technologies. Prior period amounts have been reclassified to conform to the 2005 segment presentation. We evaluate the performance of our operating segments based on operating profit before interest expense, income taxes and income taxes.results from discontinued operations. Our Corporate segment includes expenses associated with Corporate functions and projects and certain employee benefits. Corporate expenses are allocated to the operating segments to the extent that these items can be directly attributable to the segment.

     The Pharmaceutical Solutions segment distributes ethical and proprietary drugs and health and beauty care products throughout North America. This segment also manufactures and sells automated pharmaceutical dispensing systems for retail pharmacies, medical management and pharmaceutical solutions for biotech and pharmaceutical manufacturers, patient and payor services, and consulting and outsourcing services to pharmacies. We have added the Clinical Auditing and Compliance business, which was previously included in our former Information Solutions segment, to this segment’s expanded payor services business. This business sells software to payors for auditing professional claims.

     The Medical-Surgical Solutions segment distributes medical-surgical supplies and equipment and provides logistics and related services within the United States. This segment now includes Zee Medical, which was formerly included in our Pharmaceutical Solutions segment. Zee Medical provides first aid and safety products and training services to corporate customers. The operating results of this segment for the quarter ended June 30, 2004 also reflect the impact of the acquisition of MMC.

     The Provider Technologies segment consists of the former Information Solutions segment plus the McKesson Inpatient Automation business, which was previously included in our Pharmaceutical Solutions segment, and the Corporate Solutions group, which was previously managed by our Corporate group. This segment continues to deliver enterprise-wide patient care, clinical, financial, supply chain, managed care and strategic management software solutions as well as outsourcing and other services to healthcare organizations throughout North America, the United Kingdom and Europe. McKesson Inpatient Automation provides automation and robotics for the hospital market, and the Corporate Solutions group continues to be responsible for the sales coordination of complex provider engagements that include strategic product and service solutions from multiple business units. Expenses

13


McKESSON CORPORATION
FINANCIAL NOTES (Concluded)
(Unaudited)

incurred by Corporate Solutions on behalf of other business segments are allocated to the applicable business segments.

     Financial information relating to our segments is as follows:

                  
   Quarter Ended Nine Months Ended
   December 31, December 31,
   
 
(In millions) 2003 2002 2003 2002

 
 
 
 
Revenues
                
Pharmaceutical Solutions $17,248.5  $13,933.1  $48,646.4  $39,349.6 
Medical-Surgical Solutions  689.1   692.6   2,063.4   2,059.7 
Information Solutions  294.3   295.3   856.4   825.2 
   
   
   
   
 
 Total $18,231.9  $14,921.0  $51,566.2  $42,234.5 
   
   
   
   
 
Operating profit
                
Pharmaceutical Solutions(1)
 $191.0  $241.0  $664.1  $687.2 
Medical-Surgical Solutions  22.3   17.6   65.6   48.5 
Information Solutions  20.6   15.1   83.9   58.5 
   
   
   
   
 
 Total  233.9   273.7   813.6   794.2 
Corporate(2)
  (40.5)  (39.8)  (116.1)  (121.8)
Interest expense  (29.4)  (30.4)  (87.6)  (96.0)
   
   
   
   
 
Income from continuing operations before income taxes $164.0  $203.5  $609.9  $576.4 
   
   
   
   
 
           
    December 31, March 31,
(In millions) 2003 2003

 
 
Segment assets, at period end
        
Pharmaceutical Solutions $12,545.5  $10,837.7 
Medical-Surgical Solutions  1,478.4   1,450.2 
Information Solutions  1,246.7   1,089.8 
   
   
 
  Total  15,270.6   13,377.7 
Corporate        
 Cash, cash equivalents, and marketable securities  214.2   533.5 
 Other  470.0   446.7 
   
   
 
  Total $15,954.8  $14,357.9 
   
   
 
         
  Quarter Ended June 30,
(In millions)
 2004
 2003
Revenues
        
Pharmaceutical Solutions $18,179.7  $15,543.4 
Medical-Surgical Solutions  707.2   710.1 
Provider Technologies  299.7   270.7 
   
 
   
 
 
Total $19,186.6  $16,524.2 
   
 
   
 
 
Operating profit
        
Pharmaceutical Solutions $290.5  $265.0 
Medical-Surgical Solutions  28.6   25.8 
Provider Technologies  14.3   4.7 
   
 
   
 
 
Total  333.4   295.5 
Corporate  (57.7)  (32.0)
Interest expense  (29.6)  (29.8)
   
 
   
 
 
Income before income taxes $246.1  $233.7 
   
 
   
 
 
         
  June 30, March 31,
(In millions)
 2004
 2004
Segment assets, at period end
        
Pharmaceutical Solutions $12,802.6  $12,050.5 
Medical-Surgical Solutions  1,600.3   1,539.2 
Provider Technologies  1,381.4   1,402.7 
   
 
   
 
 
Total  15,784.3   14,992.4 
Corporate        
Cash, cash equivalents, and marketable securities  846.8   717.8 
Other  512.3   530.0 
   
 
   
 
 
Total $17,143.4  $16,240.2 
   
 
   
 
 

(1)In the third quarter of 2004, we received $21.7 million as our share of a settlement of an antitrust class action brought against the manufacturers of a cardiac drug. The settlement was recorded in Other Income in the accompanying condensed consolidated statement     During the first quarter of 2005, we received $41.2 million as our share of a settlement of an antitrust class action lawsuit involving a drug manufacturer. This settlement was recorded as a credit in cost of sales within our Pharmaceutical Solutions segment in our condensed consolidated statements of operations.
(2)The quarter and nine months ended December 31, 2003 include $4.3 million and $12.8 million in gains on the sale of surplus properties.

15     Corporate expenses for 2005 include pension settlement charges as discussed in Financial Note 8. Corporate expenses for 2004 include an $8.5 million gain on the sale of a surplus property.

14


McKESSON CORPORATION


FINANCIAL REVIEW
(Unaudited)

Item 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition

Financial Overview

                          
   Quarter Ended Nine Months Ended
   December 31, December 31,
   
 
(In millions, except per share data) 2003 2002 Change 2003 2002 Change

 
 
 
 
 
 
Revenues                        
 Excluding Sales to Customers’ Warehouses $12,404.8  $10,913.9   14% $35,517.1  $31,322.0   13%
 Sales to Customers’ Warehouses  5,827.1   4,007.1   45   16,049.1   10,912.5   47 
   
   
       
   
     
Total $18,231.9  $14,921.0   22  $51,566.2  $42,234.5   22 
   
   
       
   
     
Income from Continuing Operations Before Income Taxes $164.0  $203.5   (19)% $609.9  $576.4   6%
Net Income $120.2  $134.3   (10) $432.3  $376.4   15 
Diluted Earnings Per Share $0.41  $0.46   (11) $1.46  $1.27   15 
             
  Quarter Ended June 30,
(In millions, except per share data)
 2004
 2003
 Change
Revenues $19,186.6  $16,524.2   16%
Income Before Income Taxes  246.1   233.7   5 
Net Income  163.6   155.6   5 
Diluted Earnings Per Share $0.55  $0.53   4 

     Revenues for the thirdfirst quarter of 20042005 grew 22%by 16% to $18.2$19.2 billion netfrom $16.5 billion for the first quarter of 2004. Net income decreased 10%increased 5% to $120.2$163.6 million and diluted earnings per share decreased 11% to $0.41in the first quarter of 2005 compared to the same period a year ago. For the nine months ended December 31, 2003, revenue increased 22% to $51.6 billion, net income increased 15% to $432.3 millionago and diluted earnings per share increased 15%4% to $1.46$0.55. Increases in net income and diluted earnings per share primarily reflect revenue and operating profit growth in our Pharmaceutical Solutions and Provider Technologies segments, offset in part by additional Corporate expenses.

Results of Operations

Revenues:

             
  Quarter Ended June 30,
(In millions)
 2004
 2003
 Change
Pharmaceutical Solutions            
U.S. Healthcare direct distribution & services $11,011.3  $9,335.0   18%
U.S. Healthcare sales to customers’ warehouses  5,916.2   5,164.4   15 
   
 
   
 
     
Subtotal  16,927.5   14,499.4   17 
Canada distribution & services  1,252.2   1,044.0   20 
   
 
   
 
     
Total Pharmaceutical Solutions  18,179.7   15,543.4   17 
   
 
   
 
     
Medical-Surgical Solutions  707.2   710.1    
Provider Technologies            
Software & software systems  50.6   45.6   11 
Services  222.2   204.3   9 
Hardware  26.9   20.8   29 
   
 
   
 
     
Total Provider Technologies  299.7   270.7   11 
   
 
   
 
     
Total Revenues $19,186.6  $16,524.2   16 
   
 
   
 
     

     Revenues for the first quarter of 2005 grew by 16% to $19.2 billion compared to the nine months ended December 31, 2002.

     Excluding the items noted below, results for thefirst quarter and nine months ended December 31, 2003 were impacted by several factors within our Pharmaceutical Solutions segment including strongof 2004. The growth in revenue growth, an evolving business model that is contributing to reduced gross margins, shifts in timing of a number of pharmaceutical price increases, and delayed recognition of profit in our Automation business. Results were also positively impacted by improved operating profit in our Medical-Surgical Solutions and Information Solutions segments.

     Results for the quarter and nine months ended December 31, 2003 included the following significant items:

-a $19.0 million reduction in operating profitwas primarily resulting from losses from a fixed price contract that has since been renegotiated and a bad debt provision in the Pharmaceutical Solutions segment’s pharmacy outsourcing business,
-a $21.7 million increase in Pharmaceutical Solutions segment operating profit resulting from the cash proceeds for the settlement of an antitrust class action lawsuit brought against manufacturers of a cardiac drug,
-a $20.0 million contract charge in our Information Solutions segment’s international operations, and
-a $7.9 million income tax benefit resulting from certain tax settlements and adjustments.

     Results for the nine months ended December 31, 2003 included the following additional significant items:

-a $30.0 million bad debt provision within our Pharmaceutical Solutions segment as a result of a customer bankruptcy,
-a $19.7 million credit for the reversal of a portion of customer settlement reserves within our Information Solutions segment,
-$12.8 million in gains on sale of Corporate surplus properties, and
-a $15.3 million benefit for favorable tax settlements.

     Results for the quarter and nine months ended December 31, 2002 included a $51.0 million provision for expected losses on international contracts, partially offset by a $22.3 million credit for the reversal of a portion of customer settlement reserves within our Information Solutions segment.

16


McKESSON CORPORATION

FINANCIAL REVIEW (Continued)
(Unaudited)

Results of Operations

Revenues:

                           
    Quarter Ended Nine Months Ended
    December 31, December 31,
    
 
(In millions) 2003 2002 Change 2003 2002 Change

 
 
 
 
 
 
Pharmaceutical Solutions                        
 Pharmaceutical Distribution & Services                        
  U.S. Health Care $10,221.8  $9,039.7   13% $29,283.7  $25,913.8   13%
  Canada  1,199.6   886.3   35   3,313.6   2,523.3   31 
   
   
       
   
     
  Total Direct Revenue  11,421.4   9,926.0   15   32,597.3   28,437.1   15 
  U.S. Health Care Sales to Customers’ Warehouses  5,827.1   4,007.1   45   16,049.1   10,912.5   47 
   
   
       
   
     
  Total Pharmaceutical Solutions  17,248.5   13,933.1   24   48,646.4   39,349.6   24 
   
   
       
   
     
Medical-Surgical Solutions  689.1   692.6   (1)  2,063.4   2,059.7    
   
   
       
   
     
Information Solutions                        
 Software  56.2   61.8   (9)  167.2   157.6   6 
 Services  211.6   206.2   3   614.6   595.6   3 
 Hardware  26.5   27.3   (3)  74.6   72.0   4 
   
   
       
   
     
  Total Information Solutions  294.3   295.3      856.4   825.2   4 
   
   
       
   
     
Total Revenues $18,231.9  $14,921.0   22  $51,566.2  $42,234.5   22 
   
   
       
   
     
Total Revenues Excluding Sales to Customers Warehouses $12,404.8  $10,913.9   14% $35,517.1  $31,322.0   13%
   
   
   
   
   
   
 

     Revenues increased by 22% to $18.2 billion and 22% to $51.6 billion during the quarter and nine months ended December 31, 2003 compared to the same periods a year ago. The increase was largely due to growth in our Pharmaceutical Solutions segment, which accounted for over 94% of our consolidated revenues.

     Increases in U.S. healthcareHealthcare pharmaceutical direct distribution and services revenues excluding sales to customers’ warehouses,for the first quarter of 2005 primarily reflect market growth rates and increased sales toas well as new institutional and independent pharmacy customers.customers in our pharmaceutical distribution business. Market growth rates reflect growing drug utilization and price increases, which are offset in part by the increased use of lower priced generics. In May 2004, we began implementation on a new pharmaceutical distribution contract with the Department of Veterans Affairs, which contributed to the segment’s total increase in revenues. Annual revenues on this contract are expected to exceed $3.5 billion. U.S. Healthcare sales to customers’ warehouses also increased in the first quarter of 2005 primarily as a result of several expanded agreements with existing customers and growth from existing customers.

     Canadian pharmaceutical distribution revenues increased in the first quarter of 2005 reflecting market growth rates, new business from manufacturers who formerly engaged in direct distribution activities and to a lesser extent, favorable foreign exchange rates. On a constant currency basis, revenues from our Canadian operations would have increased approximately 14%17% compared to the same periodsperiod a year ago.

     U.S. healthcare sales to customers’ warehouses increased primarily as a result of several new customer agreements. Sales to customers’ warehouses represent large volume sales of pharmaceuticals to major self-warehousing drugstore chains where we act as an intermediary in the order and subsequent delivery of products directly from the manufacturer to the customers’ warehouses. These sales provide a benefit to our customers in that they can use one source for both their direct store-to-store business and their warehouse business.15


McKESSON CORPORATION
FINANCIAL REVIEW (Continued)
(Unaudited)

     Medical-Surgical Solutions segment distribution revenues decreased slightly in the quarter and remainedwere flat in the nine months as thefirst quarter of 2005. Increases in our primary care sector, including revenues derived from our recent acquisition of Moore Medical Corporation (“MMC”), were fully offset by a decline in revenues in the acute care sector was almost fully offset by growth in our primary and extended care sectors. Third quarter 2004 revenues reflectdue to the transition of the loss of the segment’s largest acute care customer. On April 1, 2004, we acquired all of the issued and outstanding shares of MMC, of New Britain, Connecticut, for an aggregate cash purchase price of approximately $37 million. MMC is an Internet-enabled, multi-channel marketer and distributor of medical-surgical and pharmaceutical products to non-hospital provider settings.

     Information SolutionsProvider Technologies segment revenues remained constant in the third quarter and increased in the nine months. Revenuesfirst quarter of 2005 primarily from increased demand for 2004 reflect decreases in non-clinical solutionsour clinical application offerings and longer installation periods required for certain large complex clinical implementations, which have the effect of delaying revenue recognition. Year-to-date revenues also include thoseto a lesser extent, from our July 2002 purchase of A.L.I. Technologies Inc. (“A.L.I.”). Additional information regarding the purchase of A.L.I. is contained in Financial Note 2, “Acquisitions and Divestiture,” of our unaudited condensed consolidated financial statements contained in Part I of this Quarterly Report on Form 10-Q.Automation products.

17


McKESSON CORPORATION

FINANCIAL REVIEW (Continued)
(Unaudited)

     Gross Profit:

                           
    Quarter Ended Nine Months Ended
    December 31, December 31,
    
 
(In millions) 2003 2002 Change 2003 2002 Change

 
 
 
 
 
 
Gross Profit                        
 Pharmaceutical Solutions $470.4  $487.6   (4)% $1,529.0  $1,462.8   5%
 Medical-Surgical Solutions  135.8   130.1   4   398.5   389.7   2 
 Information Solutions  127.6   109.9   16   404.5   365.2   11 
   
   
       
   
     
  Total $733.8  $727.6   1  $2,332.0  $2,217.7   5 
   
   
       
   
     
Gross Profit Margin                        
 Pharmaceutical Solutions  2.73%  3.50% (77)bp  3.14   3.72   (58)bp
 Medical-Surgical Solutions  19.71   18.78   93   19.31   18.92   39 
 Information Solutions  43.36   37.22   614   47.23   44.26   297 
  Total  4.02   4.88   (86)  4.52   5.25   (73)
Gross Profit Margin, Excluding Sales to Customers’ Warehouses                        
 Pharmaceutical Solutions  4.12%  4.91%  (79)  4.69%  5.14%  (45)
  Total  5.92   6.67   (75)  6.57   7.08   (51)
   
   
   
   
   
   
 
             
  Quarter Ended June 30,
(In millions)
 2004
 2003
 Change
Gross Profit            
Pharmaceutical Solutions $560.4  $518.2   8%
Medical-Surgical Solutions  158.7   146.0   9 
Provider Technologies  132.9   122.3   9 
   
 
   
 
     
Total $852.0  $786.5   8 
   
 
   
 
     
Gross Profit Margin            
Pharmaceutical Solutions  3.08%  3.33%  (25)bp
Medical-Surgical Solutions  22.44   20.56   188 
Provider Technologies  44.34   45.18   (84)
Total  4.44   4.76   (32)

     Gross profit forincreased 8% to $852.0 million in the thirdfirst quarter and the nine months ended December 31, 2003 increased 1% and 5%.of 2005. As a percentage of revenues, excluding sales to customers’ warehouses, gross profit margin decreased 75margins declined 32 basis points and 51 basis points,in 2005. Declines in our gross profit margins primarily reflectingreflect a higher proportion of revenuesour revenue being attributable to our Pharmaceutical Solutions segment, which has lower margins relative to our other segments and which had a decline in the Pharmaceutical Solutions segment’s gross margin. These decreases were offset in part by improvements in our Medical-Surgical Solutions and Information Solutions segments.

     Gross margins for our Pharmaceutical Solutions segment were impacted by:

-lower product sourcing and selling margins within our U.S. Pharmaceutical distribution business. The business model within the pharmaceutical distribution industry is evolving, including the ways in which distributors are being compensated by manufacturers. Certain types of vendor product incentives and sources of supply, such as inventory purchases on the secondary market, are not currently available to the major distributors, which are reducing our gross margins. Much of this change stems from the manufacturers’ desire to limit the amount of inventory in the channel. We continue to work actively with manufacturers through restructured distribution agreements to ensure that we are appropriately compensated for the services we provide,
-partially offsetting the above decreases is the benefit of increased sales of generic drugs with higher margins,
-an estimated $25 million resulting from shifts in the timing of a number of anticipated pharmaceutical price increases also within our U.S. Pharmaceutical distribution business. These price increases have since occurred and will impact fourth quarter results,
-a deferral of approximately $16 million as the recognition of revenue was delayed due to contracting changes in our Automation business, and
-an approximate $10 million loss primarily pertaining to a fixed price pharmacy outsourcing contract. This contract has been subsequently renegotiated with more favorable terms.

     We provide financial ratios (gross margins, operating expenses, and segment operating profit margins as a percentage of revenues) which exclude sales to customers’ warehouses as these revenues from bulk shipments to warehouses have a significantly lower gross margin compared to traditional direct store delivery sales because of their low cost-to-serve model. These sales do, however, contribute positively to our cash flows due to favorable timing between the customer payment to us and our payment to the supplier.

18


McKESSON CORPORATION

FINANCIAL REVIEW (Continued)
(Unaudited)

     Our Pharmaceutical Solutions segment uses the last-in, first-out (“LIFO”) method of accounting for the majority of its inventories, which results in cost of sales that more closely reflects replacement cost than do other accounting methods, thereby mitigating the effects of inflation and deflation on gross profit. The practice in the Pharmaceutical Solutions distribution business is to pass on to customers published price changes from suppliers. Manufacturers generally provide us with price protection, which prevents inventory losses. Price declines on many generic pharmaceutical products in this segment over the last few years have moderated the effects of inflation in other product categories, which resulted in minimal overall price changes in those years.

Operating Expenses and Other Income:

                           
    Quarter Ended Nine Months Ended
    December 31, December 31,
    
 
(In millions) 2003 2002 Change 2003 2002 Change

 
 
 
 
 
 
Operating Expenses                        
 Pharmaceutical Solutions $309.0  $269.1   15% $912.7  $814.7   12%
 Medical-Surgical Solutions  113.9   113.6      334.7   342.6   (2)
 Information Solutions  107.2   95.4   12   322.0   308.8   4 
 Corporate  41.7   39.7   5   123.5   117.4   5 
   
   
       
   
     
  Total $571.8  $517.8   10  $1,692.9  $1,583.5   7 
   
   
       
   
     
Operating Expenses as a Percentage of Revenues                        
 Pharmaceutical Solutions  1.79%  1.93%  (14)bp  1.88%  2.07%  (19)bp
 Medical-Surgical Solutions  16.53   16.40   13   16.22   16.63   (41)
 Information Solutions  36.43   32.31   412   37.60   37.42   18 
  Total  3.14   3.47   (33)  3.28   3.75   (47)
Operating Expenses, Excluding Sales to                        
 Customers’ Warehouses, as a Percentage of Revenues                        
 Pharmaceutical Solutions  2.71%  2.71%     2.80%  2.86%  (6)
  Total  4.61   4.74   (13)  4.77   5.06   (29)
Other Income (Loss)                        
 Pharmaceutical Solutions $29.6  $22.5   32% $47.8  $39.1   22%
 Medical-Surgical Solutions  0.4   1.1   (64)  1.8   1.4   29 
 Information Solutions  0.2   0.6   (67)  1.4   2.1   (33)
 Corporate  1.2   (0.1)     7.4   (4.4)   
   
   
       
   
     
  Total $31.4  $24.1   30  $58.4  $38.2   53 
   
   
   
   
   
   
 

     Operating expenses increased 10% and 7% in the quarter and nine months ended December 31, 2003 compared to the same period a year ago. Gross profit margins increased in our Medical-Surgical Solutions segment and decreased in our Provider Technologies segment primarily due to product mix.

     During the first quarter of 2005, gross margin for our Pharmaceutical Solutions segment was impacted by:

lower selling margins within our U.S. Pharmaceutical distribution business which reflect competitive pricing pressure. We have also been experiencing pressure on our buy side margin over the past few quarters as the industry is evolving, including the ways in which distributors are being compensated by manufacturers. Certain types of vendor product incentives and sources of supply, such as certain inventory purchases in the secondary market, are not available at historical levels to the major distributors which have the impact of reducing gross margins. Much of this change results from the manufacturers’ desire to limit the amount of inventory in the channel. We have been actively working with manufacturers through restructured distribution agreements to ensure that we are appropriately compensated for the services we provide,

a higher proportion of revenues attributed to institutional customers, which have lower gross profit margins,

partially offsetting the above decreases, the benefit of increased sales of generic drugs with higher margins,

a higher proportion of supplier cash discounts to revenues reflecting a change in customer mix, and

a reduction in cost of sales due to a receipt of $41.2 million cash proceeds representing our share of a settlement of an antitrust class action lawsuit brought against a drug manufacturer.

16


McKESSON CORPORATION
FINANCIAL REVIEW (Continued)
(Unaudited)

Operating Expenses and Other Income:

             
  Quarter Ended June 30,
(In millions)
 2004
 2003
 Change
Operating Expenses            
Pharmaceutical Solutions $275.4  $259.1   6%
Medical-Surgical Solutions  131.1   121.4   8 
Provider Technologies  119.8   119.7    
Corporate  64.9   34.7   87 
   
 
   
 
     
Total $591.2  $534.9   11 
   
 
   
 
     
Operating Expenses as a Percentage of Revenues            
Pharmaceutical Solutions  1.51%  1.67%  (16)bp
Medical-Surgical Solutions  18.54   17.10   144 
Provider Technologies  39.97   44.22   (425)
Total  3.08   3.24   (16)
Other Income            
Pharmaceutical Solutions $5.5  $5.9   (7)%
Medical-Surgical Solutions  1.0   1.2   (17)
Provider Technologies  1.2   2.1   (43)
Corporate  7.2   2.7   167 
   
 
   
 
     
Total $14.9  $11.9   25 
   
 
   
 
   
 
 

Operating expenses asincreased 11% to $591.2 million in the first quarter of 2005. As a percentage of revenues, excluding sales to customers’ warehouses,operating expenses decreased mainly16 basis points in 2005. Increases in operating expense dollars were primarily due to productivity improvements in operations.additional costs to support our sales volume growth, approximately $12 million of settlement charges pertaining to a non-qualified pension plan and additional legal costs associated with our pending securities litigation. In addition, operating expenses for the nine months ended December 31, 2003, included a $30.0first quarter of 2004 benefited from an $8.5 million bad debt provision for a customer bankruptcy, a credit of $19.7 million pertaining to the reversal of our customer settlement reserves, and $12.8 million of gainsgain on the sale of twoa surplus properties. Operatingproperty. As a percentage of revenues, operating expenses for 2003 include a credit of $22.3 million pertainingdecreased primarily due to the reversalleveraging of our customer settlement reserves.fixed cost infrastructure and productivity improvements in back-office and field operations within our Pharmaceutical Solutions segment. Other income increased in the first quarter of 2005 primarily reflecting the receipt of a $21.7 million cash settlement for an antitrust class action lawsuit, however, for the third quarter this benefit was reduced in part by a decrease in gains on the sales of customer lease receivables and investments.due to higher interest income.

19


McKESSON CORPORATION

FINANCIAL REVIEW (Continued)
(Unaudited)

     Segment Operating Profit and Corporate Expenses:

                           
    Quarter Ended Nine Months Ended
    December 31, December 31,
    
 
(In millions) 2003 2002 Change 2003 2002 Change

 
 
 
 
 
 
Segment Operating Profit(1)
                        
 Pharmaceutical Solutions $191.0  $241.0   (21)% $664.1  $687.2   (3)%
 Medical-Surgical Solutions  22.3   17.6   27   65.6   48.5   35 
 Information Solutions  20.6   15.1   36   83.9   58.5   43 
   
   
       
   
     
  Total  233.9   273.7   (15)  813.6   794.2   2 
Corporate Expenses  (40.5)  (39.8)  2   (116.1)  (121.8)  (5)
Interest Expense  (29.4)  (30.4)  (3)  (87.6)  (96.0)  (9)
   
   
       
   
     
Income from Continuing Operations Before Income Taxes $164.0  $203.5   (19) $609.9  $576.4   6 
     
   
   
   
   
   
 
 
Segment Operating Profit Margin                        
 Pharmaceutical Solutions  1.11%  1.73% (62)bp  1.37%  1.75% (38)bp
 Medical-Surgical Solutions  3.24   2.54   70   3.18   2.35   83 
 Information Solutions  7.00   5.11   189   9.80   7.09   271 
  Total  1.28   1.83   (55)  1.58   1.88   (30)
Segment Operating Profit Margin for Pharmaceutical Solutions, Excluding Sales to Customers’ Warehouses  1.67%  2.43%  (76)  2.04%  2.42%  (38)
  Total  1.89   2.51   (62)  2.29   2.54   (25)
     
   
   
   
   
   
 
             
  Quarter Ended June 30,
(In millions)
 2004
 2003
 Change
Segment Operating Profit(1)
            
Pharmaceutical Solutions $290.5  $265.0   10%
Medical-Surgical Solutions  28.6   25.8   11 
Provider Technologies  14.3   4.7   204 
   
 
   
 
     
Total  333.4   295.5   13 
Corporate Expenses  (57.7)  (32.0)  80 
Interest Expense  (29.6)  (29.8)  (1)
   
 
   
 
     
Income Before Income Taxes $246.1  $233.7   5 
   
 
   
 
     
Segment Operating Profit Margin            
Pharmaceutical Solutions  1.60%  1.70%  (10)bp
Medical-Surgical Solutions  4.04   3.63   41 
Provider Technologies  4.77   1.74   303 

(1) Segment operating profit includes gross profit,margin, net of operating expenses andplus other income for our three business segments.

     Excluding sales to customers’ warehouses, operatingOperating profit as a percentage of revenues decreased in our Pharmaceutical Solutions segment in the first quarter of 2005 primarily reflecting the previously discusseda decline in gross margins, offset in part by favorable leveraging of the segment’s fixed cost infrastructure and productivity improvements in operationsback-office and a $21.7 million cash settlement of an antitrust class action lawsuit brought against manufacturers of a cardiac drug. The decline also reflects a $9.0 million bad debt provision for the pharmacy outsourcing business, and a decrease in interest income, prior year gains on sale of customer lease receivables and investments; year-to-date results include an additional $30.0 million bad debt provision for a customer bankruptcy.field operations.

     Medical-Surgical Solutions segment’s operating profit as a percentage of revenues increased in the first quarter of 2005 primarily reflecting improvements in gross profit margin which are attributable to changeswas offset in customer mix. Year-to-date results also reflect a reductionpart by an increase in

17


McKESSON CORPORATION
FINANCIAL REVIEW (Continued)
(Unaudited)

operating expenses. During the third quarterOperating expenses increased in both dollars as well as a percentage of 2004, $2.0 million of severance charges were recorded to implement a restructuring program. This program is intended to reduce expenses in order to help mitigate the reduction in operating profitrevenues primarily due to the recent lossacquisition of a significant acute care customer. Operating profit forMMC as well as from additional costs incurred to serve the nine months ended December 31, 2002 includedsegment’s alternate site customers. During the second quarter of 2005, the segment anticipates completing an increase in bad debt expenseevaluation of approximately $11.0 million which was almost fully offset by $10.9 million in reversals of prior year’s restructuring accrualsits distribution center network as a result of a modificationits MMC acquisition. In accordance with accounting standards, certain costs that will be incurred to the segment’s previous distribution center network consolidation plan.

     On January 19, 2004, we entered into a merger agreement (the “Merger Agreement”) providing for our acquisition, subject to the satisfaction of customary closing conditions, of allconsolidate operations with acquired businesses will be treated as part of the issued and outstanding shares of Moore Medical Corp. (“MMC”), of New Britain, Connecticut, for $12 per share or a total of approximately $40 million. MMC is an internet-enabled, multi-channel marketer and distributor of medical-surgical and pharmaceutical products to non-hospital provider settings. On completioncost of the acquisition financial results for MMC from the date of closing would be reflected as part of our Medical-Surgical Solutions segment. We have been advised that, on January 21, 2004, MMC received an indication of interest from a private investment firm in the form of a cash offer of $15 per share, subject to certain conditions, including completion of due diligence. Under the Merger Agreement, MMC has the right to terminate its agreement with us and accept a financially superior offer under certain circumstances. Accordingly, there can be no assurance that our proposed acquisition of MMCwhereas other related costs will be completed on the terms set forth in the Merger Agreement or at all.

20


McKESSON CORPORATION

FINANCIAL REVIEW (Continued)
(Unaudited)
expensed.

     Information SolutionsProvider Technologies segment’s operating profit as a percentage of revenues increased in the first quarter of 2005 primarily reflecting greater sales of clinical software applications which have higher margins as well as a decrease in contract loss accruals. Duringgross profit margin which was more than offset by a lower ratio of operating expenses as a percentage of sales. Despite an increase in revenues, operating expense dollars for the third quarter of 2003, we recordedwere flat compared to the same period a contract loss provision of $51.0 million to recognize expected losses for certain multi-year contracts withinyear ago primarily reflecting the segment’s international business and incontrol of expenses. In addition, operating expenses for the thirdfirst quarter of 2004 we recorded anincluded incremental $20.0 million contract loss provision. Operating profit for the quarter also benefited from better control ofproduct development expenses. On a year-to-date basis, operating profit reflects a reversal of $19.7 million of customer settlement reserves due to favorable settlements and continued negotiations with affected customers partially offset by severance charges of $9.8 million primarily in the segment’s international business. Results for 2003 also include a $22.3 million reversal of customer settlement reserves.

     Corporate expenses including other income, increased slightly forin the first quarter of 2005 primarily reflecting settlement charges of approximately $12 million pertaining to a non-qualified pension plan and decreased for the nine months. Expenses for the quarter reflect additional legal costs associated with our pending securities litigation, which was almost fullylitigation. These expenses were partially offset by ahigher interest income. During the first quarter of 2005, we made several lump sum cash payments totaling approximately $42 million from an unfunded U.S. pension plan. In accordance with accounting standards, additional charges for settlements associated with lump sum payments of pension obligations are expensed in the period in which the payments are made. Accordingly, expenses for the quarter include charges associated with these payments. In addition, expenses for the comparable prior year period benefited from an $8.5 million gain onpertaining to the sale of a surplus property as well as minimal use of our receivable sales program which helped to control expenses. On a year-to-date basis, the reduction in expenses was primarily due to $12.8 million of gains on the sales of surplus properties and a reduction in impairment losses related to certain venture investments, partially offset by severance costs associated with the restructuring of our enterprise-wide information network support departments and additional legal costs for our pending securities litigation.property.

     Interest Expense:Interest expense decreased primarily due toapproximated that of the prior comparable period as the benefit of lower average borrowings including the repayment of $125.0 million of 6.55% noteswere almost fully offset by increases in November 2002.our effective interest rate.

     Income Taxes:The Company’s effective income tax rate was 33.5% and 33.4% for the quarters ended June 30, 2004 and 2003. During the first quarter ended December 31, 2003,of 2005, we sold a business for a pre-tax loss of $1.1 million and an after-tax loss of $4.6 million. Partially offsetting the tax impact of this disposition, we recorded an income taxa net benefit of $7.9 million relating to tax settlements made with various taxing authorities as well as other adjustments. During the nine months ended December 31, 2003, we also recorded an additional income tax benefit of $15.3 million relating to favorable tax settlements with the U.S. Internal Revenue Service. These latter settlements resulted from amended tax returns for the years ended December 31, 1997 and 1998 filed by our subsidiary, McKesson Information Solutions Inc. (formerly known as HBO & Company) and whereby the benefit of these tax assets was not previously recognized by the Company.adjustments.

     The effective income tax rate excluding the above noted items for the nine months ended December 31, 2003 and 2002 was 32.9% and 34.0%. The reduction in our effective income tax rate is the result of a higher proportion of income being earned in foreign countries which have lower income tax rates.

Discontinued Operations:Net loss from discontinued operations of $4.1 million for the nine months ended December 31, 2002 primarily reflects the loss on disposition of a marketing fulfillment business which we sold in September 2002.

     Weighted Average Diluted Shares Outstanding:Diluted earnings per share werewas calculated based on an average number of diluted shares outstanding of 298.7300.1 million and 298.0298.1 million for the third quarters ofended June 30, 2004 and 2003 and 299.0 million and 299.3 million for the nine months ended December 31, 2003 and 2002.2003.

Financial Condition, Liquidity, and Capital Resources

     Operating activities provided cash flow of $128.3 million and $40.8 million during the first quarters of 2005 and 2004. Net cash flow used for operating activities during the nine months ended December 31, 2003 was $275.82005 includes an incremental non-cash add back of $68.2 million compared with a sourcein deferred income taxes partially offset by an increase in net taxes paid of $53.9 million. Net uses of cash of $365.3 million for the same period a year ago. Operating activities for 2004 reflect increased working capital balancesapproximated that of the first quarter of last year as additional working capital required to support our revenue growth as well asand an increase in investment inventory. In addition, at December 31, 2003, no amount wasinventory were offset by favorable working capital management. Additionally, our new customer, the Department of Veterans Affairs, has prompt payment terms. Operating activities for 2005 also includes approximately $42 million of lump sum pension settlement payments.

     Investing activities utilized under our accounts receivable sales facility, compared with $900.0cash of $96.8 million and $63.4 million during the first quarters of 2005 and 2004. The increased usage in 2005 primarily reflects a payment of approximately $37 million for the same periodacquisition of MMC, as well as greater issuances of notes receivable. During the first quarter of 2005, we converted a year ago.

     Net$40.0 million credit facility guarantee in favor of a customer (that recently emerged from bankruptcy) to a note receivable due from this customer. These increases in cash usedusage were partially offset by investing activities was $197.7the receipt of $21.0 million and $502.9 million during the nine months ended December 31, 2003 and 2002. Investing activities for 2004 include $42.2 million of proceeds from the sale of customer lease receivables, or $75.7notes receivable and a decrease in expenditures for capitalized software.

     Financing activities provided cash of $97.2 million less thanand used cash of $54.2 million in the prior year. Resultsfirst quarters of 2005 and 2004. Financing activities for 20032005 include $347.0$23.4 million of cash paidshort-term borrowings and an incremental $48.3 million from common stock issuances primarily resulting from an increase in employees’ exercises of stock options. 2004 financing activities included the use of $75.3 million for the acquisition of A.L.I.stock repurchases.

2118


McKESSON CORPORATION


FINANCIAL REVIEW (Continued)
(Unaudited)

     Net cash provided by financing activities was $152.0 million during the nine months ended December 31, 2003 compared with a use of cash of $104.1 million for the same period a year ago. Financing activities for 2004 include an increase in the net issuance of debt of $317.5 million and the receipt of $21.8 million pertaining to the repayment of employee loans. Financing activities for 2004 also include the repurchase of 3.9 million shares of our common stock for $115.3 million, or $90.3 million more than the prior year, in connection with our previously announced stock repurchase program. This program allowed us to repurchase up to $250.0 million of shares of our common stock in open market or private transactions and was effectively completed in the third quarter of 2004. Since the inception of this program, we have repurchased 8.3 million shares. On October 30, 2003, the Company’s Board of Directors approved a new program to repurchase up to $250.0 million of additional common stock of the Company. Repurchased shares will be used for general corporate purposes.

Selected Measures of Liquidity and Capital Resources:Resources

         
  December 31, March 31,
(In millions) 2003 2003

 
 
Cash, cash equivalents and marketable securities $214.2  $533.5 
Working capital  3,707.3   3,278.4 
Debt net of cash, cash equivalents and marketable securities  1,489.5   967.4 
Debt to capital ratio(1)
  25.5%  24.9%
Net debt to net capital employed(2)
  23.1%  17.6%
Return on stockholders’ equity(3)
  13.1%  12.3%
         
  June 30, March 31,
(Dollars in millions)
 2004
 2004
Cash, cash equivalents and marketable securities $846.8  $717.8 
Working capital  3,803.9   3,587.9 
Debt net of cash, cash equivalents and marketable securities  644.8   766.8 
Debt to capital ratio(1)
  21.6%  22.3%
Net debt to net capital employed(2)
  10.6   12.9 
Return on stockholders’ equity(3)
  13.1   13.4 

(1) Ratio is computed as total debt divided by total debt and stockholders’ equity.

(2) Ratio is computed as total debt, net of cash, cash equivalents and marketable securities (“net debt”), divided by net debt and stockholders’ equity.equity (“net capital employed”).

(3) Ratio is computed as net income, divided by a five-quarter average of stockholders’ equity.

     Working capital primarily includes receivables and inventories, net of drafts and accounts payable and deferred revenue. Our Pharmaceutical Solutions segment requires a substantial investment in working capital whichthat 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, new customer build-up requirements and the desired level of investment inventory. Consolidated working capital has increased primarily as a result of our higher sales volume.volume, as well as an increase in cash and cash equivalents.

     TheWe reduced our ratio of net debt to net capital employed increased primarily reflecting our investment in working capital. Return on stockholders’ equity increased primarily reflectingas growth in our operating income was in excess of the growth in working capital and other investments needed to fund the increaseincreases in revenue.

Credit Resources

     We fund our working capital requirements primarily with cash, short-term borrowings and our receivables sale facility. In September 2003, we renegotiated ourWe have a $650.0 million 364-day revolving credit agreement. With the exceptionagreement that the facility was increased by $100.0 million to $650.0 million, the terms of the new agreement are substantially similar to those previously in place. This renewed facility expires in September 2004. We have2004 and a three-year $550.0 million three-year revolving credit facility that expires in September 2005. These facilities are primarily intended to support our commercial paper borrowings. We also have a $1.1$1.4 billion revolving receivables saleaccounts receivable sales facility, which was renewed in June 2003,2004, the terms of which are substantially similar to those previously in place with the exception that the facility was increased by $150.0$300.0 million. At December 31, 2003, $217.6 million of short-term borrowings were outstanding. No amounts were outstanding or utilized under the revolving receivables sale facilityany of these facilities at December 31, 2003 and March 31, 2003.June 30, 2004.

     Our various borrowing facilities and long-term debt are subject to certain covenants. Our principal debt covenant is our debt to capital ratio, which cannot exceed 56.5%. If we exceed this ratio, repayment of any debt outstanding under the revolving credit facility and $335.0 million of term debt could be accelerated. At December 31, 2003,June 30, 2004, this ratio was 25.5%21.6% and we arewere in compliance with our other financial covenants. A reduction in our credit ratings or the lack of compliance with our covenants could negatively impact our ability to finance operations through our credit facilities, or issue additional debt at the interest rates then currently available.

22


McKESSON CORPORATION

FINANCIAL REVIEW (Concluded)
(Unaudited)

     Funds necessary for future debt maturities and our other cash requirements are expected to be met by existing cash balances, cash flows from operations, existing credit sources and other capital market transactions.

New Accounting Pronouncements

     NewThere are a number of new accounting pronouncements that may impact our financial results. These new accounting pronouncements are described in Financial Note 1, “Significant Accounting Policies,” to the accompanying condensed consolidated financial statements. These new accounting pronouncements may impact our financial results.

     In the third quarter of 2004, we implemented, on a retroactive basis, Financial Accounting Standards Interpretation No. 46, “Consolidation of Variable Interest Entities.” The implementation did not have a material impact on our consolidated financial statements. Effects of the implementation are described in the above referenced Financial Note.19


McKESSON CORPORATION
FINANCIAL REVIEW (Concluded)
(Unaudited)

FACTORS AFFECTING FORWARD-LOOKING STATEMENTS

     In addition to historical information, management’s discussion and analysis includes certain 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 the forward-looking statements can be identified by use of forward-looking words such as “believes,” “expects,” “anticipates,” “may,” “will,” “should,” “seeks,” “approximates,” “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. AmongAlthough it is not possible to predict or identify all such risks and uncertainties, they may include, but are not limited to, the factors that could cause actual resultsfollowing factors. The readers should not consider this list to differ materially are be a complete statement of all potential risks and uncertainties.

the following:resolution or outcome of pending shareholder litigation regarding the 1999 restatement of our historical financial statements;

the resolution or outcome of pending shareholder litigation regarding the 1999 restatement of our historical financial statements;
the changing U.S. healthcare environment, including the impact of recently approved and potential future mandated benefits, changes in private and governmental reimbursement or in the delivery systems for healthcare products and services;
consolidation of competitors, suppliers and customers and the development of large, sophisticated purchasing groups;
the ability to successfully market both new and existing products domestically and internationally;
changes in customer mix;
timing of new to market brand and pharmaceutical product launches;
timing and amounts of ongoing customer settlements;
changes in manufacturers’ pricing, selling, inventory, distribution or supply policies or practices;
substantial defaults in payment by large customers;
material reduction in purchases or the loss of a large customer or supplier relationship;
challenges in integrating or implementing our software products, or the slowing or deferral of demand for these products;
the use of estimates used in accounting for contracts;
the malfunction or failure of our segments’ information systems;
tax legislation initiatives;
our ability to successfully identify, consummate and integrate acquired businesses;
changes in generally accepted accounting principles; and
general economic and market conditions.

the changing U.S. healthcare environment, including the impact of current and potential future mandated benefits, changes in private and governmental reimbursement or in the delivery systems for healthcare products and services and governmental efforts to regulate the pharmaceutical supply chain;

consolidation of competitors, suppliers and customers and the development of large, sophisticated purchasing groups;

the ability to successfully market both new and existing products domestically and internationally;

changes in manufacturers’ pricing, selling, inventory, distribution or supply policies or practices;

substantial defaults in payment by large customers;

material reduction in purchases or the loss of a large customer or supplier relationship;

challenges in integrating or implementing our software or software-related system products, or the slowing or deferral of demand for these products;

the use of estimates used in accounting for contracts;

the malfunction or failure of our segments’ information systems;

our ability to successfully identify, consummate and integrate strategic acquisitions;

changes in generally accepted accounting principles;

tax legislation initiatives;

foreign currency fluctuations; and

general economic and market conditions.

     These and other risks and uncertainties are described herein or in our Forms 10-K, 10-Q, 8-K and other public documents filed with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly release the result of any revisions to these forward-looking statements to reflect events or circumstances after this date or to reflect the occurrence of unanticipated events.

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McKESSON CORPORATION

Item 3. Quantitative and Qualitative Disclosures about Market Risk

     We believe there has been no material change in our exposure to risks associated with fluctuations in interest and foreign currency exchange rates discussed in our 20032004 Annual Report on Form 10-K.

Item 4. Evaluation of Disclosure Controls and Procedures

     Our Chief Executive Officer and our Chief Financial Officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 (“Exchange Act”) Rules 13a-15(e)) as of the end of the period covered by this quarterly report, have concluded that our disclosure controls and procedures are effective based on their evaluation of these controls and procedures required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15.

     There were no changes 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 last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controlcontrols over financial reporting.

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McKESSON CORPORATION

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

     See Financial Note 12, “Litigation,11, “Other Commitments and Contingent Liabilities,” of our unaudited condensed consolidated financial statements contained in Part I of this Quarterly Report on Form 10-Q.

Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

     The Company made no share repurchases during the first quarter of 2005. The dollar value of shares that may yet be purchased under our share repurchase program is approximately $209 million.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits
 
  Exhibit 31.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
  Exhibit 31.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
  Exhibit 32.132 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
(b) Reports on Form 8-K

     The following report on Form 8-K was filed during the three months ended June 30, 2004:

 
  Form 8-K dated October 23, 2003date of report April 29, 2004 relating to a press release announcing the Company’s preliminary financial results for its secondfourth quarter ofand fiscal year ended March 31, 2004.
 
  Form 8-K dated Januarydate of report April 30, 2004 relating to recast condensed consolidated operating information by business segment for fiscal 2003 and fiscal 2004
Form 8-K date of report May 4, 2004 relating to an employment litigation verdict against the Company.

The following report on Form 8-K was filed during the period between July 1, 2004 and the date of this filing:

Form 8-K date of report July 22, 2004 relating to a press release announcing the Company’s preliminary financial results for its thirdfirst quarter of fiscal year 2004.2005.

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McKESSON CORPORATION

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

     
  McKesson Corporation
Dated: July 29, 2004    
Dated: January 29, 2004 By /s/ Jeffrey C. Campbell
   
   Jeffrey C. Campbell
   SeniorExecutive Vice President and Chief Financial Officer
   
 By /s/ Nigel A. Rees
   
   Nigel A. Rees
   Vice President and Controller

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