10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2009

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. Yes þ No o

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

     Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes o No þ

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

Class	Outstanding as of September 30, 2009
Common stock, $0.01 par value	267,982,667 shares

McKESSON CORPORATION

TABLE OF CONTENTS

Item		Page
PART I. FINANCIAL INFORMATION
1.	Condensed Consolidated Financial Statements
	Condensed Consolidated Statements of Operations Quarters and Six Months ended September 30, 2009 and 2008		3
	Condensed Consolidated Balance Sheets September 30, 2009 and March 31, 2009		4
	Condensed Consolidated Statements of Cash Flows Six Months ended September 30, 2009 and 2008		5
	Financial Notes		6
2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		22
3.	Quantitative and Qualitative Disclosures About Market Risk		32
4.	Controls and Procedures		32
PART II. OTHER INFORMATION
1.	Legal Proceedings		32
1A.	Risk Factors		32
2.	Unregistered Sales of Equity Securities and Use of Proceeds		33
3.	Defaults Upon Senior Securities		33
4.	Submission of Matters to a Vote of Security Holders		34
5.	Other Information		35
6.	Exhibits		35
	Signatures		35
EX-10.1
EX-31.1
EX-31.2
EX-32
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

2

McKESSON CORPORATION

PART I. FINANCIAL INFORMATION

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

	Quarter Ended						Six Months Ended
	September 30,						September 30,
	2009			2008			2009			2008
Revenues	$	27,130		$	26,574		$	53,787		$	53,278
Cost of Sales		25,795			25,272			51,149			50,708
Gross Profit		1,335			1,302			2,638			2,570
Operating Expenses		888			921			1,732			1,818
Litigation Credit		(20	)		—			(20	)		—
Total Operating Expenses		868			921			1,712			1,818
Operating Income		467			381			926			752
Other Income, Net		4			33			14			54
Interest Expense		(47	)		(35	)		(95	)		(69	)
Income Before Income Taxes		424			379			845			737
Income Tax Expense		(123	)		(52	)		(256	)		(175	)
Net Income	$	301		$	327		$	589		$	562
Earnings Per Common Share
Diluted	$	1.11		$	1.17		$	2.17		$	2.00
Basic	$	1.13		$	1.19		$	2.19		$	2.04
Dividends Declared Per Common Share	$	0.12		$	0.12		$	0.24		$	0.24
Weighted Average Shares
Diluted		271			280			272			281
Basic		267			275			268			276

See Financial Notes

3

McKESSON CORPORATION

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

	September 30,			March 31,
	2009			2009
ASSETS
Current Assets
Cash and cash equivalents	$	3,215		$	2,109
Receivables, net		7,838			7,774
Inventories, net		8,598			8,527
Prepaid expenses and other		279			261
Total		19,930			18,671
Property, Plant and Equipment, Net		836			796
Capitalized Software Held for Sale, Net		241			221
Goodwill		3,560			3,528
Intangible Assets, Net		605			661
Other Assets		1,452			1,390
Total Assets	$	26,624		$	25,267
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Drafts and accounts payable	$	12,688		$	11,739
Deferred revenue		994			1,145
Current portion of long-term debt		217			219
Other accrued liabilities		2,521			2,503
Total		16,420			15,606
Long-Term Debt		2,294			2,290
Other Noncurrent Liabilities		1,191			1,178
Other Commitments and Contingent Liabilities (Note 12)
Stockholders’ Equity
Preferred stock, $0.01 par value, 100 shares authorized, no shares issued or outstanding		—			—
Common stock, $0.01 par value
Shares authorized: September 30, 2009 and March 31, 2009 — 800
Shares issued: September 30, 2009 — 356 and March 31, 2009 — 351		4			4
Additional Paid-in Capital		4,554			4,417
Retained Earnings		6,627			6,103
Accumulated Other Comprehensive Income (Loss)		3			(179	)
Other		(12	)		(8	)
Treasury Shares, at Cost, September 30, 2009 — 88 and March 31, 2009 — 80		(4,457	)		(4,144	)
Total Stockholders’ Equity		6,719			6,193
Total Liabilities and Stockholders’ Equity	$	26,624		$	25,267

See Financial Notes

4

McKESSON CORPORATION

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

	Six Months Ended September 30,
	2009			2008
Operating Activities
Net income	$	589		$	562
Adjustments to reconcile to net cash provided by operating activities:
Depreciation and amortization		224			218
Deferred taxes		104			62
Income tax reserve reversals		—			(65	)
Share-based compensation expense		53			53
Other non-cash items		(4	)		(8	)
Changes in operating assets and liabilities, net of business acquisitions:
Receivables		51			(337	)
Impact of accounts receivable sales facility		—			497
Inventories		24			(169	)
Drafts and accounts payable		811			17
Deferred revenue		(194	)		(152	)
Taxes		60			48
Other		(185	)		(178	)
Net cash provided by operating activities		1,533			548
Investing Activities
Property acquisitions		(93	)		(80	)
Capitalized software expenditures		(96	)		(90	)
Acquisitions of businesses, less cash and cash equivalents acquired		(6	)		(320	)
Other		3			37
Net cash used in investing activities		(192	)		(453	)
Financing Activities
Proceeds from short-term borrowings		5			3,532
Repayments of short-term borrowings		(6	)		(3,532	)
Common stock transactions — issuances		108			65
Common stock share repurchases, including shares surrendered for tax withholding		(322	)		(147	)
Common stock share repurchases, retirements		—			(204	)
Common stock transactions — other		16			8
Dividends paid		(66	)		(50	)
Other		(2	)		(1	)
Net cash used in financing activities		(267	)		(329	)
Effect of exchange rate changes on cash and cash equivalents		32			(5	)
Net increase (decrease) in cash and cash equivalents		1,106			(239	)
Cash and cash equivalents at beginning of period		2,109			1,362
Cash and cash equivalents at end of period	$	3,215		$	1,123

See Financial Notes

5

McKESSON CORPORATION

FINANCIAL NOTES
(UNAUDITED)

1.  Significant Accounting Policies

     Basis of Presentation: The condensed consolidated financial statements of McKesson Corporation (“McKesson,” the “Company,” or “we” and other similar pronouns) include the financial statements of all wholly-owned subsidiaries, majority-owned or controlled companies and certain immaterial variable interest entities (“VIEs”) of which we are the primary beneficiary. Intercompany transactions and balances have been eliminated. The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with GAAP have been condensed.

     In accordance with the applicable sections of Accounting Standards Codification (“ASC” or “Codification”) 810, “Consolidation,” we evaluate our ownership, contractual and other interests in entities to determine if they are VIEs, if we have a variable interest in those entities and the nature and extent of those interests. These evaluations are highly complex and involve judgment and the use of estimates and assumptions based on available historical information and management’s estimates, among other factors.

     To prepare the financial statements in conformity with GAAP, management must make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of these financial statements and income and expenses during the reporting period. Actual amounts may differ from these estimated amounts. 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 September 30, 2009, the results of operations for the quarters and six months ended September 30, 2009 and 2008 and cash flows for the six months ended September 30, 2009 and 2008.

     The results of operations for the quarter and six months ended September 30, 2009 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 Annual Report on Form 10-K for the fiscal year ended March 31, 2009 (“2009 Annual Report”) previously filed with the SEC on May 5, 2009. 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.

     We evaluated all subsequent events that occurred after the balance sheet date through the date and time our financial statements were issued on October 27, 2009.

     Recently Adopted Accounting Pronouncements: On July 1, 2009, we adopted Accounting Standards Update (“ASU”) No. 2009-1, “Topic 105 — Generally Accepted Accounting Principles,” which amended ASC 105, “Generally Accepted Accounting Principles,” to establish the Codification as the source of authoritative GAAP recognized by the Financial Accounting Standards Board (“FASB”) to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date, the Codification superseded all then-existing non-SEC accounting and reporting standards. All previous references to the superseded standards in our consolidated financial statements have been replaced by references to the applicable sections of the Codification. The adoption of these sections did not have a material impact on our consolidated financial statements.

6

McKESSON CORPORATION

FINANCIAL NOTES (CONTINUED)
(UNAUDITED)

     ASC 820, “Fair Value Measurements and Disclosures,” provides a consistent definition of fair value that focuses on exit price, prioritizes the use of market-based inputs over entity-specific inputs for measuring fair value and establishes a three-level hierarchy for fair value measurements. On April 1, 2008, we adopted the applicable sections of ASC 820 for financial assets and financial liabilities and for nonfinancial assets and nonfinancial liabilities that are remeasured at least annually. At that time, we elected to defer adoption of ASC 820 for one year for nonfinancial assets and nonfinancial liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis. On April 1, 2009, we adopted the sections of ASC 820 regarding nonfinancial assets and nonfinancial liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis. The applicable sections of ASC 820 were applied prospectively. The adoption of the various sections of ASC 820 on April 1, 2008 and 2009 did not have a material impact on our consolidated financial statements.

     On April 1, 2009, we adopted the applicable sections of ASC 805, “Business Combinations.” ASC 805 provides revised guidance for recognizing and measuring identifiable assets and goodwill acquired, liabilities assumed and any noncontrolling interest in the acquiree in a business combination. Additionally, this ASC provides disclosure requirements to enable users of the financial statements to evaluate the nature and financial effects of the business combination. ASC 805 amends the applicable sections of ASC 740, “Income Taxes,” such that adjustments made to valuation allowances on deferred taxes and acquired tax contingencies related to acquisitions made prior to April 1, 2009 also fall within the scope of these sections. The adoption of the applicable sections of this ASC did not have a material impact on our consolidated financial statements; however, the ASC may have an impact on the accounting for any future acquisitions or divestitures.

     On April 1, 2009, we adopted the applicable sections of ASC 805, “Business Combinations,” that address accounting for assets acquired and liabilities assumed in a business combination that arise from contingencies. These applicable sections address application issues raised on the initial recognition and measurement, subsequent measurement and accounting and disclosure of assets and liabilities arising from contingencies in a business combination. These sections generally apply to assets acquired and liabilities assumed in a business combination that arise from contingencies that would be within the scope of ASC 450, “Contingencies,” if not acquired or assumed in a business combination. The adoption of these applicable sections did not have a material impact on our consolidated financial statements; however, these sections may have an impact on the accounting for any future acquisitions or divestitures.

     On April 1, 2009, we adopted ASC 810-10-65-1, “Consolidation.” This section requires reporting entities to present noncontrolling interests in any of its consolidated entities as equity (as opposed to a liability or mezzanine equity) and provides guidance on the accounting for transactions between an entity and noncontrolling interests. The adoption of this section did not have a material impact on our consolidated financial statements; however, this section may have an impact on any future investments or divestitures of our investments.

     On April 1, 2009, we adopted the applicable sections of ASC 275, “Risks and Uncertainties,” and ASC 350, “Intangibles — Goodwill and Other,” that address the determination of the useful life of intangible assets. These sections address the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset. The adoption of these applicable sections did not have a material impact on our consolidated financial statements.

     On April 1, 2009, we adopted the applicable sections of ASC 260-10, “Earnings Per Share,” that address whether instruments granted in share-based payment transactions are participating securities. These sections conclude that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of basic earnings per share pursuant to the two-class method. The adoption of these applicable sections did not have a material impact on our consolidated financial statements.

7

McKESSON CORPORATION

FINANCIAL NOTES (CONTINUED)
(UNAUDITED)

     On April 1, 2009, we adopted the applicable sections of ASC 323-10, “Investments — Equity Method and Joint Ventures,” that provide guidance on how an investor should initially measure an equity method investment, test the investment for other-than-temporary impairment and account for any subsequent equity activities by the investee. Upon adoption, these applicable sections did not have a material impact on our consolidated financial statements.

     On April 1, 2009, we adopted the applicable sections of ASC 350-30, “Intangibles — Goodwill and Other: General Intangibles Other than Goodwill,” that address accounting for defensive intangible assets. These applicable sections provide guidance to situations in which an entity does not intend to actively use an acquired intangible asset but will hold (lock up) the asset to prevent others from obtaining access to the asset (a defensive intangible asset), excluding intangible assets that are used in research and development activities. Upon adoption, these applicable sections did not have a material impact on our consolidated financial statements.

     On April 1, 2009, we adopted ASC 320-10-65-1, “Investments — Debt and Equity Securities.” This section of the Codification revises guidance for determining how and when to recognize other-than-temporary impairments of debt securities for which changes in fair value are not regularly recognized in earnings and the financial statement presentation of such impairments. This section also expands and increases the frequency of disclosures related to other-than-temporary impairments of both debt and equity securities. Upon adoption, this section did not have a material impact on our consolidated financial statements.

     On April 1, 2009, we adopted ASC 820-10-65-4, “Fair Value Measurements and Disclosures.” This section provides additional guidance for estimating fair value when an asset or liability experiences a significant decrease in volume and activity in relation to their normal market activity. Additionally, this section provides guidance on identifying circumstances that may indicate if a transaction is not orderly. Retrospective application of this section to a prior interim or annual reporting period was not permitted. The adoption of this section did not have a material impact on our consolidated financial statements.

     On June 30, 2009, we adopted ASC 825-10-65-1, “Financial Instruments.” This section requires disclosures about the fair value of financial instruments for interim reporting periods and annual financial statements. This section does not require disclosures for earlier periods presented for comparative purposes at initial adoption. The adoption of this section did not have a material impact on our consolidated financial statements. Refer to Financial Note 11, “Financial Instruments,” for further discussion.

     On June 30, 2009, we adopted ASC 855-10, “Subsequent Events.” This ASC establishes general standards of accounting and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The adoption of this ASC requires us to evaluate all subsequent events that occur after the balance sheet date through the date and time our financial statements are issued.

     Newly Issued Accounting Pronouncements: In December 2008, the FASB issued ASC 715-20-65-2, “Compensation — Retirement Benefits: Defined Benefit Plans.” This section provides guidance on an employer’s disclosures about plan assets of a defined benefit pension or other postretirement plan. This section will become effective for us on March 31, 2010. We do not currently anticipate that this section will have a material impact on our consolidated financial statements upon adoption.

     In June 2009, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 166, “Accounting for Transfers of Financial Assets.” SFAS No. 166 is a revision to SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,” and amends the guidance on accounting for transfers of financial assets, including securitization transactions, where entities have continued exposure to risks related to transferred financial assets. SFAS No. 166 also expands the disclosure requirements for such transactions. SFAS No. 166 is currently not included in the Codification. This standard will become effective for us on April 1, 2010. We are currently evaluating the impact of this standard on our consolidated financial statements.

8

McKESSON CORPORATION

FINANCIAL NOTES (CONTINUED)
(UNAUDITED)

     In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R).” SFAS No. 167 is a revision to FASB Interpretation No. 46(R), “Consolidation of Variable Interest Entities,” and amends the guidance for consolidation of VIEs primarily related to the determination of the primary beneficiary of the VIE. This statement will become effective for us on April 1, 2010. SFAS No. 167 is currently not included in the Codification. We are currently evaluating the impact of this standard on our consolidated financial statements.

     In August 2009, the FASB issued ASU No. 2009-05, “Measuring Liabilities at Fair Value.” ASU 2009-05 amends ASC 820, “Fair Value Measurements,” by providing additional guidance on determining the fair value of liabilities when a quoted price in an active market for an identical liability is not available. This ASU will become effective for us on October 1, 2009 and is not expected to have a significant impact on the measurement of our liabilities as of that date; however, the ASU may affect the fair value measurement of liabilities for future acquisitions and divestitures.

     In September 2009, the FASB issued ASU No. 2009-12, “Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent),” which amends ASC 820-10, “Fair Value Measurements and Disclosures—Overall.” ASU No. 2009-12 permits a reporting entity to measure the fair value of certain alternative investments that do not have a readily determinable fair value on the basis of the investments’ net asset value per share or its equivalent. This ASU also requires expanded disclosures. This guidance will become effective for us October 1, 2009 and will not have a material impact on our consolidated financial statements upon adoption; however, it may impact the valuation of our future investments.

     In October 2009, the FASB issued ASU No. 2009-13, “Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements (a consensus of the FASB Emerging Issues Task Force),” which amends ASC 605-25, “Revenue Recognition: Multiple-Element Arrangements.” ASU No. 2009-13 addresses how to determine whether an arrangement involving multiple deliverables contains more than one unit of accounting and how to allocate consideration to each unit of accounting in the arrangement. This ASU replaces all references to fair value as the measurement criteria with the term selling price and establishes a hierarchy for determining the selling price of a deliverable. ASU No. 2009-13 also eliminates the use of the residual value method for determining the allocation of arrangement consideration. Additionally, ASU No. 2009-13 requires expanded disclosures. This ASU will become effective for us for revenue arrangements entered into or materially modified on or after April 1, 2011. Earlier application is permitted with required transition disclosures based on the period of adoption. We are currently evaluating the application date and the impact of this standard on our consolidated financial statements.

     In October 2009, the FASB issued ASU No. 2009-14, “Software (Topic 985): Certain Revenue Arrangements That Include Software Elements (a consensus of the FASB Emerging Issues Task Force).” ASU No. 2009-14 amends ASC 985-605, “Software: Revenue Recognition,” such that tangible products, containing both software and non-software components that function together to deliver the tangible product’s essential functionality, are no longer within the scope of ASC 985-605. It also amends the determination of how arrangement consideration should be allocated to deliverables in a multiple-deliverable revenue arrangement. This ASU will become effective for us for revenue arrangements entered into or materially modified on or after April 1, 2011. Earlier application is permitted with required transition disclosures based on the period of adoption. We are currently evaluating the application date and the impact of this standard on our consolidated financial statements. Both ASU No. 2009-13 and ASU No. 2009-14 must be adopted in the same period and must use the same transition disclosures.

2.  Business Acquisitions

     During the first quarter of 2009, we acquired McQueary Brothers Drug Company (“McQueary Brothers”) of Springfield, Missouri for approximately $190 million. McQueary Brothers is a regional distributor of pharmaceutical, health and beauty products to independent and regional chain pharmacies in the Midwestern U.S. This acquisition expanded our existing U.S. pharmaceutical distribution business. The acquisition was funded with cash on hand. Approximately $126 million of the purchase price allocation was assigned to goodwill, which primarily reflects the expected future benefits from synergies to be realized upon integrating the business. During the first quarter of 2010, the acquisition accounting was completed. Financial results for McQueary Brothers have been included within our Distribution Solutions segment since the date of acquisition.

9

McKESSON CORPORATION

FINANCIAL NOTES (CONTINUED)
(UNAUDITED)

     During the last two years, we also completed a number of other smaller acquisitions within both of our operating segments. Financial results for our business acquisitions have been included in our consolidated financial statements since their respective acquisition dates. Purchase prices for our business acquisitions have been allocated based on estimated fair values at the date of acquisition. Goodwill recognized for our business acquisitions is generally not expected to be deductible for tax purposes. Pro forma results of operations for our business acquisitions have not been presented because the effects were not material to the consolidated financial statements on either an individual or an aggregate basis.

3.  Gain on Sale of Equity Investment

     In July 2008, our Distribution Solutions segment sold its 42% equity interest in Verispan, L.L.C. (“Verispan”), a data analytics company, for a pre-tax gain of approximately $24 million or $14 million after income taxes. The pre-tax gain is included in other income, net on our condensed consolidated statements of operations.

4.  Share-Based Payments

     We provide share-based compensation for our employees, officers and non-employee directors, including stock options, an employee stock purchase plan, restricted stock units (“RSUs”) and performance-based restricted stock units (“PeRSUs”) (collectively, “share-based awards”). Most of the Company’s share-based awards are granted in the first quarter of each fiscal year.

     Compensation expense for employee stock options is recognized on a straight-line basis over the requisite service period and is based on the grant-date fair value for the portion of the awards that is ultimately expected to vest. We have elected to expense the fair value of RSUs with only graded vesting and service conditions on a straight-line basis over the requisite service period.

     PeRSUs are RSUs for which the number of RSUs awarded may be conditional upon the attainment of one or more performance objectives over a specified period. PeRSUs are accounted for as variable awards until the performance goals are reached and the grant date is established. The fair value of PeRSUs is determined by the product of the number of shares eligible to be awarded and the market price of the Company’s common stock, commencing at the inception of the requisite service period. During the performance period, the PeRSUs are re-valued using the market price and the performance modifier at the end of a reporting period. At the end of the performance period, if the goals are attained, the awards are granted and classified as RSUs and accounted for on that basis. For PeRSUs granted prior to 2009 with multiple vest dates, we recognize the fair value of these awards on a graded vesting basis over the requisite service period of two to four years. PeRSUs granted during or after 2009 and the related RSUs (granted during or after 2010) have a single vest date and accordingly, we recognize expense on a straight-line basis over the requisite service period of four years.

     Compensation expense is recognized for the portion of the awards that is ultimately expected to vest. We develop an estimate of the number of share-based awards that will ultimately vest primarily based on historical experience. The estimated forfeiture rate established upon grant is re-assessed throughout the requisite service period. As required, the forfeiture estimates will be adjusted to reflect actual forfeitures when an award vests. The actual forfeitures in future reporting periods could be higher or lower than our current estimates.

     The compensation expense recognized has been classified in the condensed consolidated statements of operations or capitalized on the condensed consolidated balance sheets in the same manner as cash compensation paid to our employees. There was no material share-based compensation expense capitalized as part of the cost of an asset for the quarters and six months ended September 30, 2009 and 2008.

10

McKESSON CORPORATION

FINANCIAL NOTES (CONTINUED)
(UNAUDITED)

     The components of share-based compensation expense and the related tax benefit for the quarters and six months ended September 30, 2009 and 2008 are shown in the following table:

	Quarter Ended						Six Months Ended
	September 30,						September 30,
(In millions, except per share amounts)	2009			2008			2009			2008
RSUs (1)	$	11		$	15		$	26		$	34
PeRSUs (2)		11			5			13			7
Stock options		5			4			9			8
Employee stock purchase plan		2			1			5			4
Share-based compensation expense		29			25			53			53
Tax benefit for share-based compensation expense (3)		(11	)		(8	)		(19	)		(18	)
Share-base compensation expense, net of tax	$	18		$	17		$	34		$	35
Impact of share-based compensation:
Earnings per share (4)
Diluted	$	0.07		$	0.06		$	0.13		$	0.12
Basic	$	0.07		$	0.06		$	0.13		$	0.13

(1)	This expense was primarily the result of PeRSUs awarded in prior years, which converted to RSUs due to the attainment of goals during the applicable years’ performance period.
(2)	Represents estimated compensation expense for PeRSUs that are conditional upon attaining performance objectives during the current year’s performance period.
(3)	Income tax expense is computed based on applicable tax jurisdictions. Additionally, a portion of pre-tax compensation expense is not tax-deductible.
(4)	Certain computations may reflect rounding adjustments.

     Share-based compensation expense is affected by our stock price, the number and type of annual share-based awards as well as assumptions regarding a number of complex and subjective variables and the related tax impact. These variables include, but are not limited to, the volatility of our stock price, employee stock option exercise behavior and the attainment of performance goals. As a result, the actual future share-based compensation expense may differ from historical amounts.

5.  Income Taxes

     The Company’s reported income tax rates for the second quarters of 2010 and 2009 were 29.0% and 13.7% and 30.3% and 23.7% for the first six months of 2010 and 2009. Fluctuations in our reported tax rate are primarily due to changes within state and foreign tax rates resulting from our business mix, including varying proportions of income attributable to foreign countries that have lower income tax rates. During the second quarter and first six months of 2010, income tax expense included net discrete items of a benefit of $13 million and $14 million which primarily consisted of previously unrecognized tax benefits and international research and development tax credits. During the second quarter and first six months of 2009, income tax expense included net discrete items of a benefit of $76 million primarily relating to previously unrecognized tax benefits and related accrued interest. The recognition of these discrete items was primarily due to the lapsing of the statutes of limitations. Of the $76 million of net tax benefits, $65 million represented a non-cash benefit to McKesson. In accordance with ASC 740, “Income Taxes,” the net tax benefit was included in our income tax expense from continuing operations.

11

McKESSON CORPORATION

FINANCIAL NOTES (CONTINUED)
(UNAUDITED)

     As of September 30, 2009, we had $597 million of unrecognized tax benefits, of which $358 million would reduce income tax expense and the effective tax rate if recognized. During the next twelve months, it is reasonably possible that audit resolutions and the expiration of statutes of limitations could potentially reduce our unrecognized tax benefits by up to $19 million. However, this amount may change because we continue to have ongoing negotiations with various taxing authorities throughout the year. In Canada, we have received assessments from the Canada Revenue Agency for a total of $55 million related to transfer pricing for 2003, 2004 and 2005. We have appealed the assessment for 2003 and have filed a notice of objection for 2004. We plan to file a notice of objection for 2005.

     We continue to report interest and penalties on tax deficiencies as income tax expense. At September 30, 2009, before any tax benefits, our accrued interest on unrecognized tax benefits amounted to $109 million. We recognized $4 million and $9 million of interest expense before any tax benefits in our condensed consolidated statements of operations during the quarter and six months ended September 30, 2009. We have no material amounts accrued for penalties.

6. 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 to basic earnings per share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock.

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

	Quarter Ended				Six Months Ended
	September 30,				September 30,
(In millions, except per share data)	2009		2008		2009		2008
Net income	$	301	$	327	$	589	$	562
Weighted average common shares outstanding:
Basic		267		275		268		276
Effect of dilutive securities:
Options to purchase common stock		3		4		2		4
Restricted stock units		1		1		2		1
Diluted		271		280		272		281
Earnings Per Common Share: (1)
Diluted	$	1.11	$	1.17	$	2.17	$	2.00
Basic	$	1.13	$	1.19	$	2.19	$	2.04

(1)  Certain computations may reflect rounding adjustments.

     Approximately 5 million and 9 million stock options were excluded from the computations of diluted net earnings per share for the quarters ended September 30, 2009 and 2008 as their exercise price was higher than the Company’s average stock price for the quarter. For the six months ended September 30, 2009 and 2008, the number of stock options excluded was approximately 10 million and 12 million.

12

McKESSON CORPORATION

FINANCIAL NOTES (CONTINUED)
(UNAUDITED)

7. Goodwill and Intangible Assets, Net

     Changes in the carrying amount of goodwill for the six months ended September 30, 2009 are as follows:

	Distribution			Technology
(In millions)	Solutions			Solutions		Total
Balance, March 31, 2009	$	1,869		$	1,659	$	3,528
Goodwill acquired		3			—		3
Acquisition accounting and other adjustments		(14	)		—		(14	)
Foreign currency translation adjustments		15			28		43
Balance, September 30, 2009	$	1,873		$	1,687	$	3,560

     Information regarding intangible assets is as follows:

	September 30,			March 31,
(In millions)	2009			2009
Customer lists	$	827		$	824
Technology		190			187
Trademarks and other		71			70
Gross intangibles		1,088			1,081
Accumulated amortization		(483	)		(420	)
Intangible assets, net	$	605		$	661

     Amortization expense of intangible assets was $29 million and $59 million for the quarter and six months ended September 30, 2009 and $34 million and $64 million for the quarter and six months ended September 30, 2008. The weighted average remaining amortization periods for customer lists, technology and trademarks and other intangible assets at September 30, 2009 were: 7 years, 3 years and 6 years. Estimated annual amortization expense of these assets is as follows: $122 million, $112 million, $106 million, $86 million and $74 million for 2010 through 2014, and $164 million thereafter. All intangible assets were subject to amortization as of September 30, 2009 and March 31, 2009.

8.  Financing Activities

Accounts Receivable Sales Facility

     In May 2009, we renewed our accounts receivable sales facility for an additional one year period under terms similar to those previously in place. The renewed facility will expire in May 2010. The May 2009 renewal increased the committed balance from $1.0 billion to $1.1 billion, although from time-to-time the available amount may be less than $1.1 billion based on concentration limits and receivable eligibility requirements.

13

McKESSON CORPORATION

FINANCIAL NOTES (CONTINUED)
(UNAUDITED)

     Through this facility, McKesson Corporation sells certain U.S. pharmaceutical trade accounts receivable on a non-recourse basis to a wholly-owned and consolidated subsidiary which then sells these receivables to a special purpose entity (“SPE”), which is a wholly-owned, bankruptcy-remote subsidiary of McKesson Corporation that is consolidated in our financial statements. This SPE then sells undivided interests in the receivables to third-party purchaser groups, each of which includes commercial paper conduits (“Conduits”), which are special purpose legal entities administered by financial institutions. Sales of undivided interests in the receivables by the SPE to the Conduits are accounted for as a sale because we have relinquished control of the receivables. Accordingly, accounts receivable sold under these transactions are excluded from receivables, net in the accompanying condensed consolidated balance sheets. Receivables sold and receivables retained by the Company are carried at face value, which due to the short-term nature of our accounts receivable and terms of the facility, approximates fair value. McKesson receives cash in the amount of the face value for the undivided interests in the receivables sold. No gain or loss is recorded upon sale as fee charges from the Conduits are based upon a floating yield rate and the period the undivided interests remain outstanding. Fee charges from the Conduits are accrued at the end of each month and are recorded within administrative expenses in the condensed consolidated statements of operations. Should we default under the accounts receivable sales facility, the Conduits are entitled to receive only collections on receivables owned by the SPE.

     We continue servicing the receivables sold. No servicing asset is recorded at the time of sale because we do not receive any servicing fees from third parties or other income related to servicing the receivables. We do not record any servicing liability at the time of sale as the receivables collection period is relatively short and the costs of servicing the receivables sold over the servicing period are insignificant. Servicing costs are recognized as incurred over the servicing period.

     Information regarding our outstanding balances related to our interests in accounts receivable sold or qualifying receivables retained is as follows:

	September 30,		March 31,
(In millions)	2009		2009
Receivables sold outstanding (1)	$	—	$	—
Receivables retained, net of allowance for doubtful accounts		4,833		4,814

(1)  Deducted from receivables, net in the condensed consolidated balance sheets.

     The following table summarizes the activity related to our interests in accounts receivable sold:

	Quarter Ended				Six Months Ended
	September 30,				September 30,
(In millions)	2009		2008		2009		2008
Proceeds from accounts receivable sales	$	—	$	3,237	$	—	$	4,437
Fees and charges (1)		3		3		5		4

(1)  Recorded in operating expenses in the condensed consolidated statements of operations.

     The delinquency ratio for the qualifying receivables represented less than 1% of the total qualifying receivables as of September 30, 2009 and March 31, 2009.

14

McKESSON CORPORATION

FINANCIAL NOTES (CONTINUED)
(UNAUDITED)

Revolving Credit Facility

     We have a syndicated $1.3 billion five-year, senior unsecured revolving credit facility which expires in June 2012. Borrowings under this credit facility bear interest based upon either a Prime rate or the London Interbank Offering Rate. Total borrowings under this facility were nil and $189 million for the first six months of 2010 and 2009. As of September 30, 2009 and March 31, 2009, there were no amounts outstanding under this facility.

Commercial Paper

     We issued and repaid commercial paper of nil and approximately $3.3 billion for the first six months of 2010 and 2009. There were no commercial paper issuances outstanding at September 30, 2009 and March 31, 2009.

Long-Term Debt

     On February 12, 2009, we issued 6.50% notes due February 15, 2014 (the “2014 Notes”) in an aggregate principal amount of $350 million and 7.50% notes due February 15, 2019 (the “2019 Notes”) in an aggregate principal amount of $350 million. Interest is payable on February 15 and August 15 of each year beginning on August 15, 2009. The 2014 Notes will mature on February 15, 2014 and the 2019 Notes will mature on February 15, 2019. We utilized net proceeds, after offering expenses, of $693 million from the issuance of the 2014 Notes and 2019 Notes for general corporate purposes.

9.  Pension and Other Postretirement Benefit Plans

     Net periodic expense for the Company’s defined pension and other postretirement benefit plans was $4 million and $12 million for the second quarter and first six months of 2010 compared to $2 million and $5 million for the comparable prior year periods. Cash contributions to these plans for the first six months of 2010 were $16 million.

     As previously reported in our 2009 Annual Report and Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009 (“First Quarter 2010 Form 10-Q”), the McKesson Corporation Profit Sharing Investment Plan (“PSIP”) is a member of the settlement class in the Consolidated Securities Litigation Action. On April 27, 2009, the court issued an order approving the distribution of the settlement funds. On October 9, 2009, the PSIP received approximately $119 million of the Consolidated Securities Litigation Action proceeds. Approximately $42 million of the proceeds are attributable to the allocated shares of McKesson common stock owned by the PSIP participants during the Consolidated Securities Litigation Action class holding period and will be allocated to the respective participants on that basis as soon as administratively feasible during the third quarter of 2010. Approximately $77 million of the proceeds are attributable to the unallocated shares (the “Unallocated Proceeds”) of McKesson common stock owned by the PSIP in an employee stock ownership plan (“ESOP”) suspense account. In accordance with the plan terms, the PSIP will distribute all of the Unallocated Proceeds to current PSIP participants as soon as administratively feasible after the close of the plan year. The receipt of the Unallocated Proceeds by the PSIP is reimbursement for the loss in value of the Company’s common stock held by the PSIP in its ESOP suspense account during the Consolidated Securities Litigation Action class holding period and is not a contribution made by the Company to the PSIP or ESOP. Accordingly, there are no accounting consequences to the Company’s financial statements relating to the receipt of the Unallocated Proceeds by the PSIP.

15

McKESSON CORPORATION

FINANCIAL NOTES (CONTINUED)
(UNAUDITED)

     The Company accounts for shares of its common stock contributed to the ESOP prior to 1993 in accordance with the American Institute of Certified Public Accountants Statement of Position (“SOP”) 76-3, “Accounting Practices for Certain Employee Stock Ownership Plans.” SOP 76-3 requires that compensation expense be recognized only to the extent that the Company contributes or commits to contribute to the ESOP. The Company accounts for all contributions of shares of its common stock made to the ESOP after 1993 under ASC 718-40, “Compensation — Stock Compensation: Employee Stock Ownership Plans.” During the first quarter of 2010, the Company contributed $1 million to the ESOP in order to extinguish the remaining ESOP loan and made no commitments to otherwise contribute to the PSIP or ESOP. Upon repayment, our ESOP became a non-leveraged ESOP. At September 30, 2009, of the 24 million shares of the Company’s common stock purchased by the ESOP since its inception, all but 66,444 shares have been allocated to PSIP participants. As a result of the payment in the first quarter of 2010, pre-tax PSIP expense for the first six months of 2010 was $1 million. The Company anticipates that its PSIP expense for the full year will remain at $1 million, as it currently does not anticipate making or committing to make additional contributions to the PSIP or ESOP. As a result, our compensation expense in 2010 will be lower than 2009. During the first six months of and full year 2009, PSIP expense was $28 million and $53 million.

     PSIP expense by segment for the quarters and six months ended September 30, 2009 and 2008 was as follows:

	Quarter Ended				Six Months Ended
	September 30,				September 30,
(In millions)	2009		2008		2009		2008
Distribution Solutions	$	—	$	5	$	—	$	12
Technology Solutions		—		6		1		15
Corporate		—		—		—		1
PSIP expense	$	—	$	11	$	1	$	28

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 business) at a discount in the event these customers are unable to meet certain obligations to those financial institutions. Among other requirements, these inventories must be in resalable condition. The inventory repurchase agreements mostly range from one to two years. Customer guarantees range from one to five years and were primarily provided to facilitate financing for certain customers. The majority of our other customer guarantees are secured by certain assets of the customer. We also have an agreement with one software customer that, under limited circumstances, may require us to secure standby financing. Because the amount of the standby financing is not explicitly stated, the overall amount of these guarantees cannot reasonably be estimated. As of September 30, 2009, the maximum amounts of inventory repurchase guarantees and other customer guarantees were $110 million and $12 million, none of which had been accrued.

     Our software license agreements generally include certain provisions for indemnifying customers against liabilities if our software products infringe a third party’s intellectual property rights. To date, we have not incurred any material costs as a result of such indemnification agreements and have not accrued any liabilities related to such obligations.

16

McKESSON CORPORATION

FINANCIAL NOTES (CONTINUED)
(UNAUDITED)

     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

     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, which customarily are the manufacturers of the products. In addition, we have indemnity obligations to our customers for these products, which have also been provided to us from our suppliers, either through express agreement or by operation of law.

     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, which are reflected in our estimates used for the percentage-of-completion method of accounting for software installation services within these contracts. In addition, most of our customers who purchase our software and automation products also purchase annual maintenance agreements. Revenues from these maintenance agreements are recognized on a straight-line basis over the contract period and the cost of servicing product warranties is charged to expense when claims become estimable. Accrued warranty costs were not material to the condensed consolidated balance sheets.

11. Financial Instruments

     At September 30, 2009 and March 31, 2009, the carrying amounts of cash and cash equivalents, restricted cash, marketable securities, receivables, drafts and accounts payable and other current liabilities approximated their estimated fair values because of the short maturity of these financial instruments. All highly liquid debt instruments purchased with a maturity of three months or less at the date of acquisition are included in cash and cash equivalents. Included in cash and cash equivalents at September 30, 2009 and March 31, 2009 are money market fund investments of $1.8 billion and $1.7 billion which are reported at fair value. The fair value of these investments was determined by using quoted prices for identical investments in active markets which are considered to be Level 1 inputs under ASC 820, “Fair Value Measurements and Disclosures.”

     The carrying amounts and estimated fair values of our long-term debt and other financing were $2,511 million and $2,749 million at September 30, 2009 and $2,509 million and $2,545 million at March 31, 2009. The estimated fair value of our long-term debt and other financing was determined using quoted market prices and other inputs that were derived from available market information and may not be representative of actual values that could have been or will be realized in the future.

17

McKESSON CORPORATION

FINANCIAL NOTES (CONTINUED)
(UNAUDITED)

12. Other Commitments and Contingent Liabilities

     In addition to commitments and obligations in the ordinary course of business, we are subject to various claims, other pending and potential legal actions for damages, investigations relating to governmental laws and regulations and other matters arising out of the normal conduct of our business. In accordance with ASC 450, “Contingencies,” we record a provision for a liability when management believes that it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We believe we have adequate provisions for any such matters. Management reviews these provisions at least quarterly and adjusts these provisions to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case and during the second quarter of 2010, we reversed a previously established litigation reserve of $20 million. Because litigation outcomes are inherently unpredictable, these decisions often involve a series of complex assessments by management about future events that can rely heavily on estimates and assumptions and it is possible that the ultimate cost of these matters could impact our earnings, either negatively or positively, in the quarter of their resolution.

     Based on our experience, we believe that any damage amounts claimed in the specific matters referenced in our 2009 Annual Report, First Quarter 2010 Form 10-Q and those matters discussed below are not meaningful indicators of our potential liability. We believe that we have valid defenses to these legal proceedings and are defending the matters vigorously. Nevertheless, the outcome of any litigation is inherently uncertain. We are currently unable to estimate the remaining possible losses in these unresolved legal proceedings. Should any one or a combination of more than one of these proceedings against us be successful, or should we determine to settle any or a combination of these matters on unfavorable terms, we may be required to pay substantial sums, become subject to the entry of an injunction, or be forced to change the manner in which we operate our business, which could have a material adverse impact on our financial position or results of operations.

     As more fully described in our previous public reports filed with the SEC, we are involved in numerous legal proceedings. For a discussion of these proceedings, please refer to the Financial Note entitled “Other Commitments and Contingent Liabilities” included in our 2009 Annual Report and our First Quarter 2010 Form 10-Q. Significant developments in previously reported proceedings and in other litigation and claims since the referenced filings are set out below.

     As previously reported, on July 14, 2009, the Georgia Court of Appeals issued its opinion on our appeals in the last two remaining lawsuits filed against the Company arising out of our January 12, 1999 acquisition of HBO & Company, Holcombe T. Green and HTG Corp. v. McKesson Corporation, et al. (Georgia State Court, Fulton County, Case No. 06-VS-096767-D) and Hall Family Investments, L.P. v. McKesson Corporation, et al. (Georgia State Court, Fulton County, Case No. 06-VS-096763-F), ruling that the trial court committed error in denying our motions for summary judgment in those two matters. On July 23, 2009, plaintiffs petitioned the Georgia Supreme Court to take their appeal from the Georgia Court of Appeals decision. On October 19, 2009, the Georgia Supreme Court issued orders rejecting plaintiffs’ petition.

18

McKESSON CORPORATION

FINANCIAL NOTES (CONTINUED)
(UNAUDITED)

     We have previously reported on certain private party class action litigation filed against the Company in the United States District Court for Massachusetts relating to alleged misstatements and manipulations of the benchmark for drug reimbursement known as Average Wholesale Price (“AWP”) and relating to a proposed settlement of that litigation, New England Carpenters Health Benefits Fund, et al. v. First DataBank, Inc. and McKesson Corporation, (Civil Action No. 1:05-CV-11148-PBS) (the “Private Payor RICO Action”) and New England Carpenters Health Benefits Fund, et al. v. McKesson Corporation, (Civil Action No. 1:07-CV-12277-PBS) (the “Antitrust Action”). The final approval hearing on the Company’s previously disclosed settlement of private party claims was conducted by the trial court as scheduled on July 23, 2009 and on July 24, 2009, the trial court issued an order approving the settlement. On August 21, 2009, a motion by a settlement class member challenging the settlement approval order was filed. Prior to any ruling on that motion, a final judgment based on the settlement and dismissing all of the private party claims was entered by the trial court on August 31, 2009. On October 9, 2009, in accordance with the terms of the settlement, we paid $295 million into the settlement escrow account as the final installment on the $350 million total settlement and we recorded the additional payment of $295 million as restricted cash. Between September 29 and 30, 2009, four notices of appeal were filed by settlement class members challenging the final judgment approving the class settlement. The appeals relate to the award of attorneys’ fees and costs, the settlement’s covenant not to sue provision and the mechanisms for identifying absent settlement class members. On October 13, 2009, appellee-plaintiffs filed a motion with the First Circuit Court of Appeals to consolidate the appeals. No briefing schedule has yet been set.

     Regarding the consolidated public payor actions, collectively known as In re McKesson Governmental Entities Average Wholesale Price Litigation, pending in United States District Court for the District of Massachusetts, which actions are based on allegations nearly identical to those made in the AWP Private Payor RICO Action referenced above (Board of County Commissioners of Douglas County, Kansas v. McKesson Corporation, et al., (Civil Action No. 1:08-CV-11349-PBS) (“Douglas County, Kansas Action”), San Francisco Health Plan, et al. v. McKesson Corporation, (Civil Action No. 1:08-CV-10843-PBS) (“San Francisco Action”), State of Connecticut v. McKesson Corporation, (Civil Action No. 1:08-CV-10900-PBS) (“Connecticut Action”)), the trial court extended the discovery cut-off to January 8, 2010, reset the class certification hearing in the Douglas County, Kansas and San Francisco Actions for April 28, 2010 and left unchanged the trial in the Connecticut Action, previously set for July 19, 2010. No trial date has yet been proposed or set in the San Francisco and Douglas County, Kansas Actions. Our previously disclosed motion to stay the public payor action, Oakland County, Michigan et al. v. McKesson Corporation, (Civil Action No. 1:09-CV-10843-PBS) (“Michigan Action”), was granted on August 4, 2009.

     On September 2, 2009, in the previously disclosed matter, Roby v. McKesson HBOC, Inc. et al., (Superior Court for Yolo County, California, Case No. CV01-573), the California Supreme Court conducted a hearing on petitioner Roby’s appeal from the previously described rulings by the California Court of Appeals. The appeal has been submitted and the parties are awaiting a ruling from the California Supreme Court.

     On September 24, 2009, in the previously described antitrust action, RxUSA v. Alcon Laboratories et al., (Case No. 06-CV-3447-DRH) brought against the Company, two of its employees and other drug wholesaler and manufacturer defendants, the trial court issued its order granting “with prejudice” defendants’ motions to dismiss and on September 28, 2009, the trial court entered judgment dismissing all of plaintiff’s claims. On October 23, 2009, plaintiff filed a Notice of Appeal from the trial court’s order of dismissal and judgment in the United States Court of Appeals for the Second Circuit.

19

McKESSON CORPORATION

FINANCIAL NOTES (CONTINUED)
(UNAUDITED)

13. Stockholders’ Equity

     Comprehensive income is as follows:

	Quarter Ended					Six Months Ended
	September 30,					September 30,
(In millions)	2009		2008			2009		2008
Net income	$	301	$	327		$	589	$	562
Foreign currency translation adjustments and other		87		(59	)		182		(49	)
Comprehensive income	$	388	$	268		$	771	$	513

     In April 2008, the Company’s Board of Directors (the “Board”) approved a plan to repurchase $1.0 billion of the Company’s common stock, of which $830 million remained available at March 31, 2009. During the second quarter and first six months of 2010, we repurchased 1 million and 8 million shares for $24 million and $299 million, leaving $531 million available for future repurchases as of September 30, 2009. Stock repurchases may be made from time-to-time in open market or private transactions.

     In July 2008, the Board authorized the retirement of shares of the Company’s common stock that may be repurchased from time-to-time pursuant to its stock repurchase program. During the second quarter of 2009, all of the 4 million repurchased shares, which we purchased for $204 million, were formally retired by the Company. The retired shares constitute authorized but unissued shares. We elected to allocate any excess of share repurchase price over par value between additional paid-in capital and retained earnings. As such, $165 million was recorded as a decrease to retained earnings.

20

McKESSON CORPORATION

FINANCIAL NOTES (CONCLUDED)
(UNAUDITED)

14.  Segment Information

       We report our operations in two operating segments: McKesson Distribution Solutions and McKesson Technology Solutions. The factors for determining the reportable segments included the manner in which management evaluates the performance of the Company combined with the nature of the individual business activities. We evaluate the performance of our operating segments based on operating profit before interest expense, income taxes and results from discontinued operations. Financial information relating to our reportable operating segments and reconciliations to the condensed consolidated totals is as follows:

	Quarter Ended						Six Months Ended
	September 30,						September 30,
(In millions)	2009			2008			2009			2008
Revenues
Distribution Solutions (1)
Direct distribution & services	$	17,850		$	16,611		$	34,888		$	33,039
Sales to customers’ warehouses		5,501			6,319			11,552			12,983
Total U.S. pharmaceutical distribution & services		23,351			22,930			46,440			46,022
Canada pharmaceutical distribution & services		2,255			2,182			4,395			4,423
Medical-Surgical distribution and services		734			700			1,419			1,327
Total Distribution Solutions		26,340			25,812			52,254			51,772
Technology Solutions
Services		613			582			1,202			1,146
Software and software systems		142			140			272			278
Hardware		35			40			59			82
Total Technology Solutions		790			762			1,533			1,506
Total	$	27,130		$	26,574		$	53,787		$	53,278
Operating profit (2)
Distribution Solutions (3)	$	415		$	406		$	845		$	790
Technology Solutions		116			71			219			137
Total		531			477			1,064			927
Corporate		(80	)		(63	)		(144	)		(121	)
Litigation Credit (4)		20			—			20			—
Interest Expense		(47	)		(35	)		(95	)		(69	)
Income Before Income Taxes	$	424		$	379		$	845		$	737

(1)	Revenues derived from services represent less than 1% of this segment’s total revenues for the quarters and six months ended September 30, 2009 and 2008.
(2)	Operating profit includes net earnings of nil and $5 million from equity investments for the second quarter and first six months of 2010 and net losses of $3 million and net earnings of $5 million for the comparable prior year periods which were primarily recorded within our Distribution Solutions segment.
(3)	Results for 2009 include a $24 million pre-tax gain on the sale of our 42% equity interest in Verispan.
(4)	Operating profit for 2010 includes a litigation credit of $20 million.

15.  Subsequent Event

       In October 2009, our Distribution Solutions segment sold its 50% equity interest in McKesson Logistics Solutions L.L.C. (“MLS”), a logistics company, for a pre-tax gain of approximately $17 million or $14 million after income taxes. The pre-tax gain will be included in other income, net on our condensed consolidated statements of operations in the third quarter of 2010.

21

McKESSON CORPORATION

FINANCIAL REVIEW
(UNAUDITED)

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

Financial Overview

	Quarter Ended									Six Months Ended
	September 30,									September 30,
(In millions, except per share data)	2009			2008			Change			2009			2008			Change
Revenues	$	27,130		$	26,574			2	%	$	53,787		$	53,278			1	%
Income Before Income Taxes	$	424		$	379			12		$	845		$	737			15
Income Tax Expense	$	(123	)	$	(52	)		137		$	(256	)	$	(175	)		46
Net Income	$	301		$	327			(8	)	$	589		$	562			5
Diluted Earnings Per Share:	$	1.11		$	1.17			(5	)	$	2.17		$	2.00			9
Weighted Average Diluted Shares		271			280			(3	)		272			281			(3	)

     Revenues for the second quarter of 2010 grew 2% to $27.1 billion and for the first six months of 2010 revenues grew 1% to $53.8 billion compared to the same periods a year ago primarily due to increases associated with market growth rates offset by lost business in late 2009.

     Income before income taxes for the second quarter of 2010 grew 12% to $424 million and for the first six months grew 15% to $845 million. Results for 2010 were positively impacted by an increase in our Distribution Solutions and Technology Solutions segments’ operating profit, partially offset by a $24 million pre-tax gain on the sale of our 42% equity interest in Verispan, L.L.C. (“Verispan”) in 2009.

     Net income for the second quarter of 2010 decreased 8% to $301 million and for the first six months increased 5% to $589 million. For those same periods, diluted earnings per share decreased 5% to $1.11 and increased 9% to $2.17 compared to the prior year. The decreases in the second quarter of 2010 primarily reflect the recognition in the second quarter of 2009 of $76 million of previously unrecognized tax benefits and related interest as a result of the effective settlement of uncertain tax positions. Financial results for the first six months of 2010 were positively impacted by an increase in our Distribution Solutions and Technology Solution segments’ operating profit. Diluted earnings per share also benefited from a decrease in our weighted average shares outstanding due to share repurchases.

22

McKESSON CORPORATION

FINANCIAL REVIEW (CONTINUED)
(UNAUDITED)

Results of Operations

     Revenues:

	Quarter Ended							Six Months Ended
	September 30,							September 30,
(In millions)	2009		2008		Change			2009		2008		Change
Distribution Solutions
Direct distribution & services	$	17,850	$	16,611		7	%	$	34,888	$	33,039		6	%
Sales to customers’ warehouses		5,501		6,319		(13	)		11,552		12,983		(11	)
Total U.S. pharmaceutical distribution & services		23,351		22,930		2			46,440		46,022		1
Canada pharmaceutical distribution & services		2,255		2,182		3			4,395		4,423		(1	)
Medical-Surgical distribution & services		734		700		5			1,419		1,327		7
Total Distribution Solutions		26,340		25,812		2			52,254		51,772		1
Technology Solutions
Services		613		582		5			1,202		1,146		5
Software and software systems		142		140		1			272		278		(2	)
Hardware		35		40		(13	)		59		82		(28	)
Total Technology Solutions		790		762		4			1,533		1,506		2
Total Revenues	$	27,130	$	26,574		2		$	53,787	$	53,278		1

     Revenues for the second quarter of 2010 increased 2% and for the first six months of 2010 increased 1% compared to the same periods a year ago primarily driven by continued growth in our Distribution Solutions segment, which accounted for over 97% of consolidated revenues.

     Direct distribution and services revenues increased primarily reflecting a shift of revenues from sales to customers’ warehouses to direct store delivery and market growth rates (which include price increases and growing drug utilization). This increase was partially offset by the loss of several customers in late 2009. Sales to customers’ warehouses decreased primarily as a result of a shift of revenues to direct store delivery and for the first six months of 2010 were also impacted by the loss of a large customer.

     Canadian pharmaceutical distribution and services revenues increased on a constant currency basis by 9% and 10% in the second quarter and first six months of 2010 due to market growth rates. The growth was offset by an unfavorable foreign exchange rate impact of 6% and 11% in the second quarter and the first six months of 2010.

     Medical-Surgical distribution and services revenues increased primarily reflecting business acquisitions and additionally, for the first six months of 2010, new business, market growth rates and an increase in demand from the flu season.

     Technology Solutions revenues increased in the second quarter and first six months of 2010 compared to the same periods a year ago. McKesson’s Horizon Enterprise Revenue Management^TM solution became generally available in the second quarter of 2010 and as a result we recognized previously deferred revenue. Revenues also increased due to higher services revenues primarily reflecting increases in claims processing and maintenance. These increases were partially offset by lower hardware installations and unfavorable foreign exchange rates.

23

McKESSON CORPORATION

FINANCIAL REVIEW (CONTINUED)
(UNAUDITED)

     Gross Profit:

	Quarter Ended									Six Months Ended
	September 30,									September 30,
(Dollars in millions)	2009			2008			Change			2009			2008			Change
Gross Profit
Distribution Solutions	$	960		$	951			1	%	$	1,914		$	1,885			2	%
Technology Solutions		375			351			7			724			685			6
Total	$	1,335		$	1,302			3		$	2,638		$	2,570			3
Gross Profit Margin
Distribution Solutions		3.64	%		3.68	%	(4		)bp		3.66	%		3.64	%	2		bp
Technology Solutions		47.47			46.06			141			47.23			45.48			175
Total		4.92			4.90			2			4.90			4.82			8

     Gross profit increased 3% in the second quarter and first six months of 2010 compared to the same periods a year ago. As a percentage of revenues, gross profit increased in the second quarter and first six months of 2010 compared to the same periods a year ago.

     Distribution Solutions segment’s gross profit margin decreased in the second quarter of 2010 due to a decline in sell margin, partially offset by a benefit from increased margins from sales of generic drugs and higher buy side margin. The buy side increase primarily reflects compensation from branded pharmaceutical manufacturers. In the first six months of 2010, Distribution Solutions segment’s gross profit margin was positively impacted by increased margins from sales of generic drugs and higher buy side margin, which was partially offset by a decline in sell margin.

     Technology Solutions segment’s gross profit margin increased primarily due to McKesson’s Horizon Enterprise Revenue Management^TM solution becoming generally available in the second quarter of 2010. As a result, we recognized previously deferred revenue for which some associated expenses were recognized as incurred in prior periods. Gross profit margin also improved due to a change in revenue mix and cost containment efforts.

     Operating Expenses and Other Income:

	Quarter Ended									Six Months Ended
	September 30,									September 30,
(Dollars in millions)	2009			2008			Change			2009			2008			Change
Operating Expenses
Distribution Solutions	$	546		$	570			(4	)%	$	1,077		$	1,132			(5	)%
Technology Solutions		260			282			(8	)		507			552			(8	)
Corporate		82			69			19			148			134			10
Litigation credit		(20	)		—		NM				(20	)		—		NM
Total	$	868		$	921			(6	)	$	1,712		$	1,818			(6	)
Operating Expenses as a Percentage of Revenues
Distribution Solutions		2.07	%		2.21	%	(14		)bp		2.06	%		2.19	%	(13		)bp
Technology Solutions		32.91			37.01			(410	)		33.07			36.65			(358	)
Total		3.20			3.47			(27	)		3.18			3.41			(23	)
Other Income, Net
Distribution Solutions (1)	$	1		$	25			(96	)%	$	8		$	37			(78	)%
Technology Solutions		1			2			(50	)		2			4			(50	)
Corporate		2			6			(67	)		4			13			(69	)
Total	$	4		$	33			(88	)	$	14		$	54			(74	)

(1) Includes Distribution Solutions segment’s sale of its 42% equity interest in Verispan during the second quarter of 2009.

24

McKESSON CORPORATION

FINANCIAL REVIEW (CONTINUED)
(UNAUDITED)

     Operating expenses decreased 6% for the second quarter and the first six months of 2010 compared to the same periods a year ago. As a percentage of revenues, operating expenses decreased 27 basis points (“bp”) and 23 bp for these same periods. Operating expenses in 2010 benefited from a decrease in employee compensation costs, which includes various cost containment efforts as well as lower profit sharing investment plan expenses as more fully described below. Additionally, operating expenses in 2010 decreased as a result of other cost containment efforts, the sales of two businesses during the first and third quarters in 2009 and favorable foreign exchange rates. Operating expenses also benefited from the reversal of a previously established litigation reserve as further discussed in Financial Note 12, “Other Commitments and Contingent Liabilities.” Decreases in operating expenses were partially offset by an increase in expenses associated with our 2009 business acquisitions.

     As previously reported in our Annual Report on Form 10-K for the fiscal year ended March 31, 2009 and Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009, the McKesson Corporation Profit Sharing Investment Plan (“PSIP”) is a member of the settlement class in the Consolidated Securities Litigation Action. On April 27, 2009, the court issued an order approving the distribution of the settlement funds. On October 9, 2009, the PSIP received approximately $119 million of the Consolidated Securities Litigation Action proceeds. Approximately $42 million of the proceeds are attributable to the allocated shares of McKesson common stock owned by the PSIP participants during the Consolidated Securities Litigation Action class holding period and will be allocated to the respective participants on that basis as soon as administratively feasible during the third quarter of 2010. Approximately $77 million of the proceeds are attributable to the unallocated shares (the “Unallocated Proceeds”) of McKesson common stock owned by the PSIP in an employee stock ownership plan (“ESOP”) suspense account. In accordance with the plan terms, the PSIP will distribute all of the Unallocated Proceeds to current PSIP participants as soon as administratively feasible after the close of the plan year. The receipt of the Unallocated Proceeds by the PSIP is reimbursement for the loss in value of the Company’s common stock held by the PSIP in its ESOP suspense account during the Consolidated Securities Litigation Action class holding period and is not a contribution made by the Company to the PSIP or ESOP. Accordingly, there are no accounting consequences to the Company’s financial statements relating to the receipt of the Unallocated Proceeds by the PSIP.

     The Company anticipates that its PSIP expense for the full year will be negligible, as it currently does not anticipate making or committing to make additional contributions to the PSIP or ESOP. As a result, our compensation expense in 2010 will be lower than 2009. During the first six months of and full year 2009, PSIP expense was $28 million and $53 million.

     PSIP expense by segment for the quarters and six months ended September 30, 2009 and 2008 was as follows:

	Quarter Ended				Six Months Ended
	September 30,				September 30,
(In millions)	2009		2008		2009		2008
Distribution Solutions	$	—	$	5	$	—	$	12
Technology Solutions		—		6		1		15
Corporate		—		—		—		1
PSIP expense	$	—	$	11	$	1	$	28

     Distribution Solutions segment’s operating expenses decreased compared to the same periods a year ago primarily reflecting the sale of two businesses during the first and third quarters of 2009, our continued focus on containing costs, no PSIP expense in 2010 and the favorable impact of foreign exchange rates. These decreases were partially offset by an increase in expenses associated with our 2009 business acquisitions. Operating expenses as a percentage of revenues decreased compared with the same periods a year ago primarily due to the sale of two businesses during the first and third quarters of 2009, our continued focus on containing costs and no PSIP expense in 2010.

     Technology Solutions segment’s operating expenses decreased compared to the same periods a year ago mostly due to cost containment efforts, lower PSIP expense and the favorable impact of foreign exchange rates. During the third and fourth quarters of 2009, the segment implemented reduction in workforce plans which benefited the second quarter and first six months of 2010.

25

McKESSON CORPORATION

FINANCIAL REVIEW (CONTINUED)
(UNAUDITED)

     Corporate expenses increased compared to the same periods a year ago mostly due to additional costs incurred to support various initiatives. The increase during the second quarter is primarily due to higher compensation, pension and benefit costs. In the second quarter of 2010, we reversed a previously established litigation reserve. See Financial Note 12, “Other Commitments and Contingent Liabilities,” for further information.

     Other income, net decreased primarily reflecting a $24 million pre-tax gain from the sale of our 42% equity interest in Verispan recorded in 2009 and a decrease in interest income due to lower interest rates in 2010. Interest income is primarily recorded within our Corporate segment and financial results for Verispan were recorded within our Distribution Solutions segment.

     Segment Operating Profit and Corporate Expenses:

	Quarter Ended									Six Months Ended
	September 30,									September 30,
(Dollars in millions)	2009			2008			Change			2009			2008			Change
Segment Operating Profit (1)
Distribution Solutions	$	415		$	406			2	%	$	845		$	790			7	%
Technology Solutions		116			71			63			219			137			60
Subtotal		531			477			11			1,064			927			15
Corporate Expenses, Net		(80	)		(63	)		27			(144	)		(121	)		19
Interest Expense		(47	)		(35	)		34			(95	)		(69	)		38
Litigation Credit		20			—		NM				20			—		NM
Income Before Income Taxes	$	424		$	379			12		$	845		$	737			15
Segment Operating Profit
Margin
Distribution Solutions		1.58	%		1.57	%	1		bp		1.62	%		1.53	%	9		bp
Technology Solutions		14.68			9.32			536			14.29			9.10			519

(1) Segment operating profit includes gross profit, net of operating expenses plus other income for our two business segments.

     Operating profit as a percentage of revenues in our Distribution Solutions segment increased for the second quarter and the first six months of 2010 compared to the same periods a year ago primarily reflecting lower operating expenses as a percentage of revenues, partially offset by the gain on the sale of our equity interest in Verispan during the second quarter of 2009. In addition, operating profit as a percentage of revenues was negatively impacted by a lower gross profit margin for the second quarter of 2010.

     Operating profit as a percentage of revenues in our Technology Solutions segment increased compared to the same periods a year ago primarily reflecting decreases in operating expenses as a percentage of revenues and an increase in gross profit margin.

     Corporate expenses, net increased primarily due to additional operating expenses as previously discussed and a decrease in interest income.

     Interest Expense: Interest expense increased compared to the same periods a year ago primarily due to our issuance of $700 million of long-term notes in February 2009.

26

McKESSON CORPORATION

FINANCIAL REVIEW (CONTINUED)
(UNAUDITED)

     Income Taxes: The Company’s reported income tax rates for the second quarters of 2010 and 2009 were 29.0% and 13.7% and 30.3% and 23.7% for the first six months of 2010 and 2009. Fluctuations in our reported tax rate are primarily due to changes within state and foreign tax rates resulting from our business mix, including varying proportions of income attributable to foreign countries that have lower income tax rates. During the second quarter of 2010, income tax expense included $13 million of net income tax benefits for discrete items primarily relating to previously unrecognized tax benefits, related accrued interest and international tax credits. During the second quarter and first six months of 2009, income tax expense included net discrete items of a benefit of $76 million primarily relating to previously unrecognized tax benefits and related accrued interest. The recognition of these discrete items was primarily due to the lapsing of the statutes of limitations. Of the $76 million of net tax benefits, $65 million represented a non-cash benefit to McKesson.

     Net Income: Net income was $301 million and $327 million for the second quarters of 2010 and 2009, or $1.11 and $1.17 per diluted share. Net income was $589 million and $562 million for the first six months of 2010 and 2009, or $2.17 and $2.00 per diluted share.

     Weighted Average Diluted Shares Outstanding: Diluted earnings per share were calculated based on an average number of diluted shares outstanding of 271 million and 280 million for the second quarters of 2010 and 2009 and 272 million and 281 million for the six months ended September 30, 2009 and 2008. The decrease in the number of weighted average diluted shares outstanding primarily reflects a decrease in the number of common shares outstanding as a result of repurchased stock, partially offset by share-based awards exercised.

Business Acquisitions

     During the first quarter of 2009, we acquired McQueary Brothers Drug Company (“McQueary Brothers”) of Springfield, Missouri for approximately $190 million. McQueary Brothers is a regional distributor of pharmaceutical, health and beauty products to independent and regional chain pharmacies in the Midwestern U.S. This acquisition expanded our existing U.S. pharmaceutical distribution business. The acquisition was funded with cash on hand. Approximately $126 million of the purchase price allocation was assigned to goodwill, which primarily reflects the expected future benefits from synergies to be realized upon integrating the business. During the first quarter of 2010, the acquisition accounting was completed. Financial results for McQueary Brothers have been included within our Distribution Solutions segment since the date of acquisition.

     During the last two years, we also completed a number of other smaller acquisitions within both of our operating segments. Financial results for our business acquisitions have been included in our consolidated financial statements since their respective acquisition dates. Purchase prices for our business acquisitions have been allocated based on estimated fair values at the date of acquisition. Goodwill recognized for our business acquisitions is generally not expected to be deductible for tax purposes. Pro forma results of operations for our business acquisitions have not been presented because the effects were not material to the consolidated financial statements on either an individual or an aggregate basis.

New Accounting Developments

     New accounting pronouncements that we have recently adopted as well as those that have been recently issued but not yet adopted by us are included in Financial Note 1, “Significant Accounting Policies,” to the accompanying condensed consolidated financial statements.

27

McKESSON CORPORATION

FINANCIAL REVIEW (CONTINUED)
(UNAUDITED)

Financial Condition, Liquidity and Capital Resources

     We expect our available cash generated from operations, together with our existing sources of liquidity from our accounts receivable sales facility and short-term borrowings under the revolving credit facility and commercial paper, will be sufficient to fund our long-term and short-term capital expenditures, working capital and other cash requirements. In addition, from time-to-time, we may access the long-term debt capital markets to discharge our other liabilities.

     Operating activities provided cash of $1,533 million and $548 million during the first six months of 2010 and 2009. Operating activities for 2010 primarily benefited from improved management of drafts and accounts payable as well as inventory. Operating activities for 2009 reflect a decrease in drafts and accounts payable, as well as increases in our accounts receivable and inventory balances primarily associated with the timing of payments and receipts, as well as inventory purchases. Cash flows from operations can be significantly impacted by factors such as the timing of receipts from customers and payments to vendors.

     Investing activities utilized cash of $192 million and $453 million during the first six months of 2010 and 2009. Investing activities include $189 million and $170 million in capital expenditures for property acquisitions and capitalized software in 2010 and 2009 as well as $6 million and $320 million in 2010 and 2009 of payments for business acquisitions. Activity for 2009 includes the McQueary Brothers acquisition for approximately $190 million.

     Financing activities utilized cash of $267 million and $329 million in the first six months of 2010 and 2009. Financing activities for 2010 and 2009 include $322 million and $351 million in cash paid for stock repurchases, partially offset by cash generated from stock issuances of $108 million and $65 million for 2010 and 2009.

     In April 2008, the Company’s Board of Directors (the “Board”) approved a plan to repurchase $1.0 billion of the Company’s common stock, of which $830 million remained available at March 31, 2009. During the second quarter and first six months of 2010, we repurchased 1 million and 8 million shares for $24 million and $299 million, leaving $531 million available for future repurchases as of September 30, 2009. Stock repurchases may be made from time-to-time in open market or private transactions.

     In July 2008, the Board authorized the retirement of shares of the Company’s common stock that may be repurchased from time-to-time pursuant to its stock repurchase program. During the second quarter of 2009, all of the 4 million repurchased shares, which we purchased for $204 million, were formally retired by the Company. The retired shares constitute authorized but unissued shares. We elected to allocate any excess of share repurchase price over par value between additional paid-in capital and retained earnings. As such, $165 million was recorded as a decrease to retained earnings.

     On October 9, 2009, we paid $295 million into the escrow account related to the AWP Litigation settlement. See Financial Note 12, “Other Commitments and Contingent Liabilities,” for further information.

     We believe that our operating cash flow, financial assets and current access to capital and credit markets, as evidenced by our debt issuance in February 2009, including our existing credit and sales facilities, will give us the ability to meet our financing needs for the foreseeable future. However, there can be no assurance that continued or increased volatility and disruption in the global capital and credit markets will not impair our liquidity or increase our costs of borrowing.

28

McKESSON CORPORATION

FINANCIAL REVIEW (CONTINUED)
(UNAUDITED)

     Selected Measures of Liquidity and Capital Resources

	September 30,			March 31,
(Dollars in millions)	2009			2009
Cash and cash equivalents	$	3,215		$	2,109
Working capital		3,510			3,065
Debt, net of cash and cash equivalents		(703	)		403
Debt to capital ratio (1)		27.2	%		28.9	%
Net debt to net capital employed (2)		(11.7	)		6.1
Return on stockholders’ equity (3)		13.4			13.2

(1)	Ratio is computed as total debt divided by total debt and stockholders’ equity.
(2)	Ratio is computed as total debt, net of cash and cash equivalents (“net debt”), divided by net debt and stockholders’ equity (“net capital employed”).
(3)	Ratio is computed as net income for the last four quarters, divided by a five-quarter average of stockholders’ equity.

     Working capital primarily includes cash and cash equivalents, receivables and inventories, net of drafts and accounts payable, deferred revenue and other liabilities. Our Distribution Solutions segment requires a substantial investment in working capital that is susceptible to large variations during the year as a result of inventory purchase patterns and seasonal demands. Inventory purchase activity is a function of sales activity and customer requirements. Consolidated working capital increased primarily as a result of a favorable increase in cash and cash equivalents, net of an increase in drafts and accounts payable.

     Our ratio of net debt to net capital employed decreased in 2010 primarily due to a higher cash and cash equivalents balance.

Credit Resources

     We fund our working capital requirements primarily with cash and cash equivalents, our accounts receivable sales facility, short-term borrowings under the revolving credit facility and commercial paper.

Accounts Receivable Sales Facility

     In May 2009, we renewed our accounts receivable sales facility for an additional one year period under terms similar to those previously in place. The renewed facility will expire in May 2010. The May 2009 renewal increased the committed balance from $1.0 billion to $1.1 billion, although from time-to-time the available amount may be less than $1.1 billion based on concentration limits and receivable eligibility requirements.

29

McKESSON CORPORATION

FINANCIAL REVIEW (CONTINUED)
(UNAUDITED)

     Through this facility, McKesson Corporation sells certain U.S. pharmaceutical trade accounts receivable on a non-recourse basis to a wholly-owned and consolidated subsidiary which then sells these receivables to a special purpose entity (“SPE”), which is a wholly-owned, bankruptcy-remote subsidiary of McKesson Corporation that is consolidated in our financial statements. This SPE then sells undivided interests in the receivables to third-party purchaser groups, each of which includes commercial paper conduits, which are special purpose legal entities administered by financial institutions.

     Additional information regarding our accounts receivable sales facility is included in Financial Note 8, “Financing Activities,” to the accompanying condensed consolidated financial statements.

Revolving Credit Facility

     We have a syndicated $1.3 billion five-year, senior unsecured revolving credit facility which expires in June 2012. Borrowings under this credit facility bear interest based upon either a Prime rate or the London Interbank Offering Rate. Total borrowings under this facility were nil and $189 million for the first six months of 2010 and 2009. As of September 30, 2009 and March 31, 2009, there were no amounts outstanding under this facility.

Commercial Paper

     We issued and repaid commercial paper of nil and approximately $3.3 billion for the first six months of 2010 and 2009. There were no commercial paper issuances outstanding at September 30, 2009 and March 31, 2009.

Long-Term Debt

     On February 12, 2009, we issued 6.50% notes due February 15, 2014 (the “2014 Notes”) in an aggregate principal amount of $350 million and 7.50% notes due February 15, 2019 (the “2019 Notes”) in an aggregate principal amount of $350 million. Interest is payable on February 15 and August 15 of each year beginning on August 15, 2009. The 2014 Notes will mature on February 15, 2014 and the 2019 Notes will mature on February 15, 2019. We utilized net proceeds, after offering expenses, of $693 million from the issuance of the 2014 Notes and 2019 Notes for general corporate purposes.

Debt Covenants

     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 debt outstanding under the revolving credit facility and $215 million of term debt could be accelerated. As of September 30, 2009, this ratio was 27.2% and we were 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.

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

30

McKESSON CORPORATION

FINANCIAL REVIEW (CONCLUDED)
(UNAUDITED)

FACTORS AFFECTING FORWARD-LOOKING STATEMENTS

     This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2 of Part I of this report, contains forward-looking statements within the meaning of section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended. Some of these statements can be identified by use of forward-looking words such as “believes,” “expects,” “anticipates,” “may,” “will,” “should,” “seeks,” “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, anticipated or implied. Although it is not possible to predict or identify all such risks and uncertainties, they may include, but are not limited to, the following factors. The reader should not consider this list to be a complete statement of all potential risks and uncertainties:

§	material adverse resolution of pending legal proceedings;
§	changes in the U.S. healthcare industry and regulatory environment;
§	competition;
§	the frequency or rate of branded drug price inflation and generic drug price deflation;
§	substantial defaults in payments or a material reduction in purchases by, or loss of, a large customer;
§	implementation delay, malfunction or failure of internal information systems;
§	the adequacy of insurance to cover property loss or liability claims;
§	the Company’s failure to attract and retain customers for its software products and solutions due to integration and implementation challenges, or due to an inability to keep pace with technological advances;
§	loss of third party licenses for technology incorporated into the Company’s products and solutions;
§	the Company’s proprietary products and services may not be adequately protected and its products and solutions may infringe on the rights of others;
§	failure of our technology products and solutions to conform to specifications;
§	disaster or other event causing interruption of customer access to the data residing in our service centers;
§	increased costs or product delays required to comply with existing and changing regulations applicable to our businesses and products;
§	changes in government regulations relating to sensitive personal information and to format and data content standards;
§	the delay or extension of our sales or implementation cycles for external software products;
§	changes in circumstances that could impair our goodwill or intangible assets;
§	foreign currency fluctuations or disruptions to our foreign operations;
§	new or revised tax legislation or challenges to our tax positions;
§	the Company’s ability to successfully identify, consummate and integrate strategic acquisitions;
§	continued volatility and disruption to the global capital and credit markets;
§	failure to adequately prepare for and accurately assess the scope, duration or financial impact of public health issues on our operations, particularly the Company’s current H1N1 flu vaccine distribution effort with the Centers for Disease Control and Prevention, whether occurring in the United States or abroad; and
§	changes in accounting standards issued by the Financial Accounting Standards Board or other standard setting bodies.

     These and other risks and uncertainties are described herein and in other information contained in our publicly available Securities and Exchange Commission filings and press releases. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date such statements were first made. Except to the extent required by federal securities laws, we undertake no obligation to publicly release the result of any revisions to these forward-looking statements to reflect events or circumstances after the date hereof, or to reflect the occurrence of unanticipated events.

31

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 as disclosed in our 2009 Annual Report on Form 10-K.

Item 4. Controls and Procedures

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

     There were no changes in our “internal control over financial reporting” (as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 and 15d-15 that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

     See Financial Note 12, “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 1A. Risk Factors

     There have been no material changes from the risk factors disclosed in Part 1, Item 1A, of our 2009 Annual Report on Form 10-K except as follows:

Our future results could be materially affected by a number of public health issues, such as the potential H1N1 flu pandemic, whether occurring in the United States or abroad.

     Public health issues, such as a potential H1N1 flu pandemic, whether occurring in the United States or abroad, could disrupt our operations, disrupt the operations of suppliers or customers or have a broader adverse impact on consumer spending and confidence levels that would negatively affect our suppliers and customers. We have developed contingency plans to address infectious disease scenarios and the potential impact on our operations and will continue to update these plans as necessary. However, there can be no assurance given that these plans will be effective in eliminating the negative impact of any such diseases on the Company’s operating results. We may be required to suspend operations in some or all of our locations, which could have a material adverse impact on our business, financial condition and results of operations.

     On August 10, 2009, we announced that the Company’s current partnership with the Centers for Disease Control and Prevention (“CDC”) had been expanded to include preparations for H1N1 flu vaccine distribution. The H1N1 vaccine distribution effort includes the centralized distribution of the H1N1 flu vaccine and ancillary medical-surgical supplies to as many as 150,000 sites across the country making it one of the largest public health initiatives in the CDC’s history. The Company is managing its part of the H1N1 flu vaccine initiative, which includes distribution of the vaccine to sites designated by state public health departments across the country.

32

McKESSON CORPORATION

     Currently, we have a contract with the CDC for the distribution of its public-sector purchased adult and pediatric vaccines, including those distributed through the Vaccines for Children Program (“VFC”). While a number of important steps to expand our current relationship with the CDC have been accomplished, the CDC and the Company have not yet completed all necessary modifications to the Company’s existing VFC agreement to encompass the H1N1 vaccine distribution program in its entirety. For example, the parties have not yet completed a final modification that will govern the pricing and financial impact of our H1N1 vaccine distribution effort. Moreover, given the unprecedented nature and scope of the H1N1 vaccine distribution program, it is currently unknown how many doses of the vaccine will be made available by vaccine manufacturers or how many doses will be shipped by the Company to sites designated by state public health departments over the life of the program. Due to the above described uncertainties, some of which may continue throughout the remainder of 2010, the Company’s future results of operations and financial condition may be subject to considerable variability. In arriving at the Company’s updated 2010 outlook, which was publicly announced by a Current Report on Form 8-K furnished to the Securities and Exchange Commission on October 27, 2009, we considered a broad array of possible outcomes with regard to these program variables. To the degree we failed to adequately prepare for and accurately assess the scope, duration or financial impact of public health issues on our operations, particularly the Company’s current H1N1 flu vaccine distribution effort, our publicly reported results of operations and financial condition may be substantially more or less than that projected for 2010.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

     The following table provides information on the Company’s share repurchases during the second quarter of 2010.

	Share Repurchases(1)
							Approximate
					Total Number of		Dollar Value of
					Shares Purchased		Shares that May
	Total Number of				As Part of Publicly		Yet Be Purchased
	Shares		Average Price Paid		Announced		Under the
(In millions, except price per share)	Purchased(2) (3)		Per Share		Program		Programs(1)
July 1, 2009 - July 31, 2009		—	$	—		—	$	555
August 1, 2009 — August 31, 2009		1		53.23		1		531
September 1, 2009 — September 30, 2009		—		—		—		531
Total		1		53.23		1		531

(1)	This table does not include shares tendered to satisfy the exercise price in connection with cashless exercises of employee stock options or shares tendered to satisfy tax withholding obligations in connection with employee equity awards.
(2)	All of the shares purchased were part of the publicly announced share repurchase program.
(3)	The number of shares purchased reflects rounding adjustments.

Item 3. Defaults Upon Senior Securities

     None

33

McKESSON CORPORATION

Item 4. Submission of Matters to a Vote of Security Holders

     The Company’s Annual Meeting of Stockholders was held on July 22, 2009. The following matters were voted upon at the meeting and the stockholder votes on each such matter are briefly described below.*

     The Board of Directors’ nominees for directors as listed in the proxy statement were each elected to serve a one-year term. The votes were as follows: †

	Votes For		Votes Against		Votes Abstained
Andy D. Bryant		233,307,217		5,217,677		523,612
Wayne A. Budd		231,187,517		7,353,131		507,858
John H. Hammergren		228,915,395		9,718,439		414,672
Alton F. Irby III		197,732,220		40,754,966		561,020
M. Christine Jacobs		200,034,370		38,502,535		511,601
Marie L. Knowles		233,292,309		5,267,712		488,485
David M. Lawrence M.D.		200,166,570		38,468,130		413,506
Edward A. Mueller		207,260,355		31,372,885		415,266
Jane E. Shaw		229,295,217		9,327,059		426,230

     There were no broker non-votes with respect to the Board of Directors’ nominees for directors listed above.

     The proposal to amend the Company’s 2005 Stock Plan to increase the number of shares of common stock reserved for issuance under the plan by 14,500,000 was approved, having received the following votes: ††

Votes For	Votes Against	Votes Abstained	Broker Non-Votes
177,314,610	37,766,601	242,622	23,724,673

     The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending March 31, 2010 was ratified, having received the following votes: ††

Votes For	Votes Against	Votes Abstained
236,513,833	2,194,748	339,925

     There were no broker non-votes with respect to the ratification of the appointment of Deloitte & Touche LLP described above.

     The stockholder proposal on executive stock retention for two years beyond retirement was not approved, having received the following votes: ††

Votes For	Votes Against	Votes Abstained	Broker Non-Votes
65,550,355	148,968,219	805,260	23,724,672

     The stockholder proposal on executive benefits provided upon death while in service was not approved, having received the following votes: ††

Votes For	Votes Against	Votes Abstained	Broker Non-Votes
107,598,016	101,659,126	6,066,692	23,724,672

*	With regard to the election of directors, the number of votes for, against and abstained, when totaled, may not be the same for every nominee. With regard to the proposals for which there were broker non-votes, the number of such non-votes may not be the same for every proposal.
†	Under the Company’s majority voting standard, the election of a nominee required that the nominee receive a majority of the votes cast (that is, the number of votes cast “for” each nominee had to exceed the number of votes cast “against” such nominee). Therefore, broker non-votes and abstentions were required to be disregarded and had no effect on the vote results.
††	Approval of this proposal required the affirmative vote of a majority of the shares present, in person or by proxy, and entitled to vote on the proposal at the meeting. Therefore, abstentions, which represented shares present and entitled to vote, had the same effect as a vote against the proposal. Broker non-votes were required to be disregarded and had no effect on the vote results.

34

McKESSON CORPORATION

Item 5. Other Information

     None

Item 6. Exhibits

Exhibit
Number	Description
10.1	McKesson Corporation 2005 Stock Plan, as amended and restated on July 22, 2009.
31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*	The following materials from the McKesson Corporation Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Operations, (ii) Condensed Consolidated Balance Sheets, (iii) Condensed Consolidated Statements of Cash Flows, and (iv) related notes, tagged as blocks of text.

* Furnished herewith.

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	McKesson Corporation
Dated: October 27, 2009	/s/ Jeffrey C. Campbell
	Jeffrey C. Campbell
	Executive Vice President and Chief Financial Officer
	/s/ Nigel A. Rees
	Nigel A. Rees
	Vice President and Controller

35

EX-10.1

Exhibit 10.1

MCKESSON CORPORATION

2005 STOCK PLAN

As amended through July 22, 2009

TABLE OF CONTENTS

1. PURPOSE	1
2. EFFECTIVE DATE	1
3. ADMINISTRATION	1
4. ELIGIBILITY	2
5. STOCK	3
6. OPTIONS	3
7. STOCK APPRECIATION RIGHTS	5
8. RESTRICTED STOCK	7
9. RESTRICTED STOCK UNITS	8
10. OUTSIDE DIRECTOR AWARDS	9
11. PERFORMANCE SHARES	10
12. OTHER SHARE-BASED AWARDS	11
13. PERFORMANCE OBJECTIVES	12
14. ACCELERATION OF VESTING AND EXERCISABILITY	13
15. CHANGE IN CONTROL	13
16. RECAPITALIZATION	14
17. TERM OF PLAN	14
18. SECURITIES LAW REQUIREMENTS AND LIMITATION OF RIGHTS	14
19. AWARDS IN FOREIGN COUNTRIES	15
20. BENEFICIARY DESIGNATION	15
21. AMENDMENT OF THE PLAN	15
22. NO AUTHORITY TO REPRICE	16
23. USE OF PROCEEDS FROM STOCK	16
24. NO OBLIGATION TO EXERCISE OPTION OR STOCK APPRECIATION RIGHT	16
25. APPROVAL OF STOCKHOLDERS	16
26. GOVERNING LAW	16
27. INTERPRETATION	16
28. WITHHOLDING TAXES	17
29. DEFINITIONS	17
30. EXECUTION	20

i

1. PURPOSE.

     This McKesson Corporation 2005 Stock Plan is intended to provide Employees and Directors the opportunity to receive equity-based, long-term incentives so that the Corporation may effectively attract and retain the best available personnel, promote the success of the Corporation by motivating Employees and Directors to superior performance, and align Employee and Director interests with those of the Corporation’s stockholders.

2. EFFECTIVE DATE.

     This Plan was initially adopted by the Board on May 25, 2005, subject to stockholder approval, which was granted on July 25, 2005. On October 27, 2006, the Board retroactively amended and restated the Plan to comply with proposed regulations issued under Code section 409A. On May 23, 2007, the Plan was amended by the Board to increase the share reserve by 15,000,000 Shares, with such amendment subject to stockholder approval, which was granted on July 25, 2007. On July 23, 2008, the Board approved an amendment and restatement of the Plan regarding the timing of the distribution of Shares underlying grants of Restricted Stock Unit Awards to Outside Directors. On May 26, 2009, the Compensation Committee of the Board approved an amendment of the Plan regarding the circumstances under which a merger or consolidation involving the Corporation would constitute a Change in Control. On May 27, 2009, the Board amended and restated the Plan to increase the share reserve by 14,500,000 Shares, with such amendment and restatement subject to stockholder approval, which was granted on July 22, 2009.

3. ADMINISTRATION.

     (a) Administration with respect to Outside Directors.

     With respect to Awards to Outside Directors, the Plan shall be administered by (A) the Board or (B) the Committee on Directors and Corporate Governance of the Board; provided that such committee consists solely of Directors who qualify as “non-employee directors” for purposes of Rule 16b-3 promulgated under the Exchange Act. Notwithstanding the foregoing, all Awards made to members of the Committee on Directors and Corporate Governance shall be approved by the Board.

     (b) Administration with respect to Employees.

     With respect to Awards to Employees, the Plan shall be administered by (A) the Board, (B) the Compensation Committee of the Board; provided that such committee consists solely of Directors who qualify as “outside directors” for purposes of Code section 162(m) and “non-employee directors” for purposes of Rule 16b-3 promulgated under the Exchange Act, or (C) in limited situations, by an officer or officers of Corporation pursuant to Section 3(c) below.

     (c) Delegation of Authority to an Officer of the Corporation.

          (i) The Board may delegate to a Director the authority to administer the Plan with respect to Awards made to Employees who are not subject to Section 16 of the Exchange Act.

1

          (ii) The Board may delegate to an officer or officers of the Corporation the authority to administer the Plan with respect to Options granted to Employees who are not subject to Section 16 of the Exchange Act.

     (d) Powers of the Administrator.

     The Administrator shall from time to time at its discretion make determinations with respect to Employees and Directors who shall be granted Awards, the number of Shares or Share Equivalents to be subject to each Award, the vesting of Awards, the designation of Options as Incentive Stock Options or Nonstatutory Stock Options and other conditions of Awards to Employees and Directors.

     The Administrator shall have the full power and authority, in its sole discretion, to promulgate any rules and regulations which it deems necessary for the proper administration of the Plan, to supervise the administration of the Plan, to make factual determinations relevant to Plan entitlements, to adopt subplans applicable to specified Affiliates or locations and to take all actions in connection with the administration of the Plan as it deems necessary or advisable.

     The Administrator shall have, subject to the terms and conditions and within the limitations of Plan, including the limitations of Section 22, the authority to modify, extend or renew outstanding Awards granted to Employees and Directors under the Plan in a manner that will not cause the Awards that are exempt from the application of Code section 409A to be subject to Code section 409A pursuant to such modification, extension or renewal. Notwithstanding the foregoing, however, no modification of an Award shall, without the consent of the Participant, impair any Award previously granted under the Plan.

     The interpretation and construction by the Administrator of any provisions of the Plan or of any Award shall be final. No member of a Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Award.

4. ELIGIBILITY.

     Subject to the terms and conditions set forth below, Awards may be granted to Employees and Directors. Notwithstanding the foregoing, only employees of the Corporation and its Subsidiaries may be granted Incentive Stock Options.

     (a) Ten Percent Stockholders.

     An Employee who owns more than 10% of the total combined voting power of all classes of outstanding stock of the Corporation, its parent or any of its Subsidiaries is not eligible to receive an Incentive Stock Option pursuant to this Plan unless the Exercise Price of the Incentive Stock Option is at least 110% of the Fair Market Value of the underlying Shares on the date of the grant and the term of the option does not exceed five years. For purposes of this Section 4(a) the stock ownership of an Employee shall be determined pursuant to Code section 424(d).

2

     (b) Number of Awards.

     A Participant may receive more than one Award, including Awards of the same type, but only on the terms and subject to the restrictions set forth in the Plan. Subject to adjustment as provided in Section 16, the maximum aggregate number of Shares or Share Equivalents that may be subject to Full Value Awards granted to a Participant in any fiscal year of the Corporation is 500,000 Shares or Share Equivalents and the maximum number of Shares or Share Equivalents that may be subject to Options or Stock Appreciation Rights granted to a Participant in any fiscal year of the Corporation is 1,000,000 Shares or Share Equivalents.

5. STOCK.

     (a) Share Reserve.

     Subject to adjustment as provided in Section 16, the aggregate number of Shares subject to Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares or Other Share-Based Awards issued under this Plan shall not exceed 42,500,000 Shares, which Shares shall be Shares of the Corporation’s authorized but unissued or reacquired Common Stock bought on the market or otherwise. If any outstanding Option or Stock Appreciation Right under the Plan for any reason expires or is terminated or any Restricted Stock or Other Share-Based Award is forfeited, then the Shares allocable to the unexercised portion of such Option or Stock Appreciation Right or the forfeited Restricted Stock or Other Share-Based Award may again be available for issuance under the Plan. The following Shares may not again be made available for issuance under the Plan: Shares not issued or delivered as a result of the net exercise of a Stock Appreciation Right or Option; Shares used to pay the withholding taxes related to an Award; or Shares repurchased on the open market with the proceeds of an Exercise Price.

     (b) Limitation.

     Notwithstanding any other provision of Section 5, for any one Share issued in connection with a Full Value Award or a stock-settled Stock Appreciation Right, that Share and one additional Share shall no longer be available for issuance in connection with future Awards.

6. OPTIONS.

     Options granted to Employees and Directors pursuant to the Plan shall be evidenced by written Option Agreements in such form as the Administrator shall determine. Options shall be designated as Incentive Stock Options or Nonstatutory Stock Options and shall be subject to the following terms and conditions:

     (a) Number of Shares.

     Each Option shall state the number of Shares to which it pertains, which shall be subject to adjustment in accordance with Section 16.

3

     (b) Exercise Price.

     Each Option shall state the Exercise Price, determined by the Administrator, which shall not be less than 100% the Fair Market Value of a Share on the date of grant, except as provided in Section 16.

     (c) Method of Payment.

     An Option may be exercised, in whole or in part, by giving notice of exercise in the manner prescribed by the Corporation specifying the number of Shares to be purchased. Such notice shall be accompanied by payment in full of the Exercise Price in cash or, if acceptable to the Administrator in its sole discretion (i) in Shares already owned by the Participant (including, without limitation, by attestation to the ownership of such Shares), (ii) by the withholding and surrender of the Shares subject to the Option, or (iii) by delivery (on a form prescribed by the Administrator) of an irrevocable direction to a securities broker approved by the Administrator to sell Shares and to deliver all or part of the sales proceeds to the Corporation in payment of all or part of the purchase price and any withholding taxes. Payment may also be made in any other form approved by the Administrator, consistent with applicable law, regulations and rules.

     (d) Term and Exercise of Options.

     Each Option shall state the time or times when it may become exercisable. No Option shall be exercisable after the expiration of seven years from the date it is granted.

     (e) Limitations on Transferability.

     An Option shall, during a Participant’s lifetime, be exercisable only by the Participant. No Option or any right granted thereunder shall be transferable by the Participant by operation of law or otherwise, other than by will, the laws of descent and distribution. Notwithstanding the foregoing, (i) a Participant may designate a beneficiary to succeed, after the Participant’s death, to all of the Participant’s Options outstanding on the date of death; (ii) a Nonstatutory Stock Option or any right granted thereunder may be transferable pursuant to a qualified domestic relations order as defined in the Code or Title I of the Employee Retirement Income Security Act; and (iii) any Participant, who is a senior executive officer recommended by the Chief Executive Officer and approved by the Administrator may voluntarily transfer any Nonstatutory Stock Option to a Family Member as a gift or through a transfer to an entity in which more than 50% of the voting interests are owned by Family Members (or the Participant) in exchange for an interest in that entity. In the event of any attempt by a Participant to alienate, assign, pledge, hypothecate, or otherwise dispose of an Option or of any right thereunder, except as provided herein, or in the event of the levy of any attachment, execution, or similar process upon the rights or interest hereby conferred, the Corporation at its election may terminate the affected Option by notice to the Participant and the Option shall thereupon become null and void.

     (f) Termination of Employment.

     Each Option Agreement shall set forth the extent to which the Participant shall have the right to exercise the Option following termination of the Participant’s employment or service with the Corporation and its Affiliates. Such provisions shall be determined in the sole

4

discretion of the Administrator, need not be uniform among all Options issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination of employment. Unless otherwise provided in Section 3(d) and the Option Agreement, the Administrator may, in its sole discretion, extend the post-termination exercise period with respect to an option (but not beyond the original term of such option).

     (g) Rights as a Stockholder.

     A Participant or a transferee of a Participant shall have no rights as a stockholder with respect to any Shares covered by his or her Option until the date of issuance of such Shares. Except as provided in Section 16, no adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such Shares are issued.

     (h) Limitation of Incentive Stock Option Awards.

     If and to the extent that the aggregate Fair Market Value (determined as of the date the Option is granted) of the Shares with respect to which any Incentive Stock Options are exercisable for the first time by a Participant during any calendar year under this Plan and all other plans maintained by the Corporation, its parent or its Subsidiaries exceeds $100,000, the Options covering Shares in excess of such amount (taking into account the order in which the Options were granted) shall be treated as Nonstatutory Stock Options.

     (i) Other Terms and Conditions.

     The Option Agreement may contain such other terms and conditions, including restrictions or conditions on the vesting of the Option or the conditions under which the Option may be forfeited, as may be determined by the Administrator that are consistent with the Plan.

7. STOCK APPRECIATION RIGHTS.

     Stock Appreciation Rights granted to Employees pursuant to the Plan may be granted alone, in addition to, or in conjunction with, Options. Stock Appreciation Rights shall be evidenced by written Stock Appreciation Right Agreements in such form as the Administrator shall determine and shall be subject to the following terms and conditions:

     (a) Number of Shares.

     Each Stock Appreciation Right shall state the number of Shares or Share Equivalents to which it pertains, which shall be subject to adjustment in accordance with Section 16.

     (b) Calculation of Appreciation; Exercise Price.

     The appreciation distribution payable on the exercise of a Stock Appreciation Right will be equal to the excess of (i) the aggregate Fair Market Value (on the date of exercise of the Stock Appreciation Right) of a number of Shares equal to the number of Shares or Share Equivalents in which the Participant is vested under such Stock Appreciation Right on such date, over (ii) an amount that will be determined by the Administrator on the date of grant of the Stock

5

Appreciation Right but that shall not be less than 100% of the Fair Market Value of a Share on the date of grant (the “Exercise Price”).

     (c) Term and Exercise of Stock Appreciation Rights.

     Each Stock Appreciation Right shall state the time or times when may become exercisable. No Stock Appreciation Right shall be exercisable after the expiration of seven years from the date it is granted.

     (d) Payment.

     The appreciation distribution in respect of a Stock Appreciation Right may be paid in Common Stock or in cash, or any combination of the two, or in any other form of consideration as determined by the Administrator and contained in the Stock Appreciation Right Agreement.

     (e) Limitations on Transferability.

     A Stock Appreciation Right shall, during a Participant’s lifetime, be exercisable only by the Participant. No Stock Appreciation Right or any right granted thereunder shall be transferable by the Participant by operation of law or otherwise, other than by will, the laws of descent and distribution. Notwithstanding the foregoing, (i) a Participant may designate a beneficiary to succeed, after the Participant’s death, to all of the Participant’s Stock Appreciation Rights outstanding on the date of death; (ii) a stand-alone Stock Appreciation Right or a Stock Appreciation Right granted in conjunction with a Nonstatutory Stock Option or any right granted thereunder may be transferable pursuant to a qualified domestic relations order as defined in the Code or Title I of the Employee Retirement Income Security Act; and (iii) any Participant, who is a senior executive officer recommended by the Chief Executive Officer and approved by the Administrator may voluntarily transfer any stand-alone Stock Appreciation Right or a Stock Appreciation Right granted in conjunction with a Nonstatutory Stock Option to a Family Member as a gift or through a transfer to an entity in which more than 50% of the voting interests are owned by Family Members (or the Participant) in exchange for an interest in that entity. In the event of any attempt by a Participant to alienate, assign, pledge, hypothecate, or otherwise dispose of a Stock Appreciation Right or of any right thereunder, except as provided herein, or in the event of the levy of any attachment, execution, or similar process upon the rights or interest hereby conferred, the Corporation at its election may terminate the affected Stock Appreciation Right by notice to the Participant and the Stock Appreciation Right shall thereupon become null and void.

     (f) Termination of Employment.

     Each Stock Appreciation Right Agreement shall set forth the extent to which the Participant shall have the right to exercise the Stock Appreciation Right following termination of the Participant’s employment or service with the Corporation and its Affiliates. Such provisions shall be determined in the sole discretion of the Administrator, need not be uniform among all Stock Appreciation Right Agreements entered into pursuant to the Plan, and may reflect distinctions based on the reasons for termination of employment.

6

     (g) Rights as a Stockholder.

     A Participant or a transferee of a Participant shall have no rights as a stockholder with respect to any Shares covered by his or her Stock Appreciation Right until the date of issuance of such Shares. Except as provided in Section 16, no adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such Shares are issued.

     (h) Other Terms and Conditions.

     The Stock Appreciation Right Agreement may contain such other terms and conditions, including restrictions or conditions on the vesting of the Stock Appreciation Right or the conditions under which the Stock Appreciation Right may be forfeited, as may be determined by the Administrator that are consistent with the Plan.

8. RESTRICTED STOCK.

     (a) Grants.

     Subject to the provisions of the Plan, the Administrator shall have sole and complete authority to determine the Employees to whom, and the time or times at which, grants of Restricted Stock will be made, the number of shares of Restricted Stock to be awarded, the price (if any) to be paid by the recipient of Restricted Stock, the time or times within which such Awards may be subject to forfeiture, and all other terms and conditions of the Awards. The Administrator may condition the grant of Restricted Stock upon the attainment of specified performance objectives established by the Administrator pursuant to Section 13 or such other factors as the Administrator may determine, in its sole discretion.

     The terms of each Restricted Stock Award shall be set forth in a Restricted Stock Agreement between the Corporation and the Participant, which Agreement shall contain such provisions as the Administrator determines to be necessary or appropriate to carry out the intent of the Plan. A book entry shall be made in the records of the Corporation’s transfer agent for each Participant receiving a Restricted Stock Award, alternatively, such Participant shall be issued a stock certificate in respect of such shares of Restricted Stock. If a certificate is issued, it shall be registered in the name of such Participant, and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award. The Administrator shall require that stock certificates evidencing such shares be held by the Corporation until the restrictions lapse and that, as a condition of any Restricted Stock Award, the Participant shall deliver to the Corporation a “stock assignment separate from certificate” relating to the stock covered by such Award.

     (b) Restrictions and Conditions.

     The shares of Restricted Stock awarded pursuant to this Section 8 shall be subject to the following restrictions and conditions:

          (i) During a period set by the Administrator commencing with the date of such Award (the “Restriction Period”), the Participant shall not be permitted to sell, transfer, pledge, assign or encumber shares of Restricted Stock, other than pursuant to a qualified

7

domestic relations order as defined in the Code or Title I of the Employee Retirement Income Security Act. Within these limits, the Administrator, in its sole discretion, may provide for the lapse of such restrictions in installments and may accelerate or waive such restrictions in whole or in part, based on service, performance, a Change in Control or such other factors or criteria as the Administrator may determine in its sole discretion.

          (ii) Except as provided in this paragraph (ii) and paragraph (i) above, the Participant shall have, with respect to the shares of Restricted Stock, all of the rights of a stockholder of the Corporation, including the right to vote the shares and the right to receive any cash dividends. The Administrator, in its sole discretion, as determined at the time of Award, may provide that the payment of cash dividends shall or may be deferred and, if the Administrator so determines, invested in additional shares of Restricted Stock to the extent available under Section 5, or otherwise invested. Stock dividends issued with respect to Restricted Stock shall be treated as additional shares of Restricted Stock that are subject to the same restrictions and other terms and conditions that apply to the shares with respect to which such dividends are issued.

          (iii) The Administrator shall specify the conditions under which shares of Restricted Stock may be forfeited and such conditions shall be set forth in the Restricted Stock Agreement.

          (iv) If and when the Restriction Period applicable to shares of Restricted Stock expires without a prior forfeiture of the Restricted Stock, an appropriate book entry recording the Participant’s interest in unrestricted Shares shall be entered on the records of the Corporation’s transfer agent or, if appropriate, certificates for an appropriate number of unrestricted Shares shall be delivered promptly to the Participant, and the certificates for the shares of Restricted Stock shall be canceled.

9. RESTRICTED STOCK UNITS.

     (a) Grants.

     Subject to the provisions of the Plan, the Administrator shall have sole and complete authority to determine the Employees and Directors to whom, and the time or times at which, grants of Restricted Stock Units will be made, the number of Restricted Stock Units to be awarded, the price (if any) to be paid by the recipient of the Restricted Stock Units, the time or times within which such Restricted Stock Units may be subject to forfeiture, and all other terms and conditions of the Restricted Stock Unit Awards. The Administrator may condition the grant of Restricted Stock Unit Awards upon the attainment of specified performance objectives established by the Administrator pursuant to Section 13 or such other factors as the Administrator may determine, in its sole discretion.

     The terms of each Restricted Stock Unit Award shall be set forth in a Restricted Stock Unit Award Agreement between the Corporation and the Participant, which Agreement shall contain such provisions as the Administrator determines to be necessary or appropriate to carry out the intent of the Plan. No book entry shall be made in the records of the Corporation’s transfer agent for a Participant receiving a Restricted Stock Unit Award, nor shall such

8

Participant be issued a stock certificate in respect of such Restricted Stock Units, and the Participant shall have no right to or interest in shares of Common Stock of the Corporation as a result of the grant of Restricted Stock Units.

     (b) Restrictions and Conditions.

     The Restricted Stock Units awarded pursuant to this Section 9 shall be subject to the following restrictions and conditions:

          (i) At the time of grant of a Restricted Stock Unit Award, the Administrator may impose such restrictions or conditions on the vesting of the Restricted Stock Units, as the Administrator deems appropriate. During such vesting period, the Participant shall not be permitted to sell, transfer, pledge, assign or encumber the Restricted Stock Units, other than pursuant to a qualified domestic relations order as defined in the Code or Title I of the Employee Retirement Income Security Act. Within these limits, the Administrator, in its sole discretion, may provide for the lapse of such restrictions in installments and may accelerate or waive such restrictions in whole or in part, based on service, performance, a Change in Control or such other factors or criteria as the Administrator may determine in its sole discretion.

          (ii) Dividend equivalents may be credited in respect of Restricted Stock Units, as the Administrator deems appropriate. Such dividend equivalents may be credited on behalf of the Participant to a deferred cash account (in a manner prescribed by the Administrator and in compliance with Code section 409A) or converted into additional Restricted Stock Units by dividing (1) the aggregate amount or value of the dividends paid with respect to that number of Shares equal to the number of Restricted Stock Units then credited by (2) the Fair Market Value per Share on the payment date for such dividend. The additional Restricted Stock Units credited by reason of such dividend equivalents will be subject to all of the terms and conditions of the underlying Restricted Stock Unit Award to which they relate.

          (iii) The Administrator shall specify the conditions under which Restricted Stock Units may be forfeited and such conditions shall be set forth in the Restricted Stock Unit Agreement.

     (c) Deferral Election.

     Each recipient of a Restricted Stock Unit Award shall be entitled to elect to defer all or a percentage of any Shares he or she may be entitled to receive upon the lapse of any restrictions or vesting period to which the Award is subject. This election shall be made by giving notice in a manner and within the time prescribed by the Administrator and in compliance with Code section 409A.

10. OUTSIDE DIRECTOR AWARDS.

     Each Outside Director may be granted a Restricted Stock Unit Award on the date of each annual meeting of stockholders for up to 5,000 Share Equivalents, as determined by the Board. Such limitation is subject to adjustment as provided in Section 16. Each Restricted Stock Unit Award shall be fully vested on the date of grant. With respect to the grant of each Restricted Stock Unit Award to an Outside Director prior to the date of the annual meeting of stockholders

9

held July 23, 2008 (the “2008 Annual Meeting”), receipt of any Shares as payment for the Restricted Stock Unit Award shall be delayed until such time as the Outside Director experiences a Separation from Service, as defined in the McKesson Corporation Deferred Compensation Administration Plan III, as amended, and subject to any other terms and conditions prescribed by the Administrator and in compliance with Code section 409A (the “Automatic Deferral Requirement”). With respect to the grant of each Restricted Stock Unit Award to an Outside Director on the date of the 2008 Annual Meeting, and any subsequent grant of a Restricted Stock Unit Award to an Outside Director, each Outside Director shall receive on the grant date the Shares underlying such Award; provided, however, that the Outside Director may voluntarily elect to defer receipt of the Shares underlying such Award by giving notice in a manner and within the time prescribed by the Administrator and in compliance with Code section 409A, so long as at the time of any such voluntary deferral the Outside Director satisfies the stock ownership guidelines then in effect for Outside Directors. If the Corporation determines that the Outside Director will not satisfy such stock ownership guidelines on the last day of the deferral election period applicable to such Award, the Automatic Deferral Requirement shall apply as to the Shares underlying such Award. Dividend equivalents may be credited in respect of Restricted Stock Units, as the Administrator deems appropriate. Such dividend equivalents may be credited on behalf of the Participant to a deferred cash account (in a manner prescribed by the Administrator and in compliance with Code section 409A) or converted into additional Restricted Stock Units by dividing (1) the aggregate amount or value of the dividends paid with respect to that number of Shares equal to the number of Restricted Stock Units then credited by (2) the Fair Market Value per Share on the payment date for such dividend. The additional Restricted Stock Units credited by reason of such dividend equivalents will be subject to all of the terms and conditions of the underlying Restricted Stock Unit Award to which they relate. Other terms and conditions of the Restricted Stock Unit Awards granted to Outside Directors shall be determined by the Board subject to the provisions of Section 9 and the Plan.

11. PERFORMANCE SHARES.

     (a) Grants.

     Subject to the provisions of the Plan, the Administrator shall have sole and complete authority to determine the Employees to whom, and the time or times at which, grants of Performance Shares will be made, the number of Performance Shares to be awarded, the price (if any) to be paid by the recipient of the Performance Shares, the time or times within which such Performance Shares may be subject to forfeiture, and all other terms and conditions of the Performance Shares.

     The terms of Performance Shares shall be set forth in a Performance Share Agreement between the Corporation and the Participant, which Agreement shall contain such provisions as the Administrator determines to be necessary or appropriate to carry out the intent of the Plan. With respect to a Performance Shares, no book entry shall be made in the records of the Corporation’s transfer agent nor shall certificate for shares of Common Stock be issued at the time the grant is made, and the Participant shall have no right to or interest in shares of Common Stock of the Corporation as a result of the grant of Performance Shares.

     (b) Restrictions and Conditions.

10

          (i) The Performance Shares awarded pursuant to this Section 11 shall be subject to the following restrictions and conditions: The Administrator may condition the grant of Performance Shares upon the attainment of specified performance objectives established by the Administrator pursuant to Section 13 or such other factors as the Administrator may determine, in its sole discretion or the Administrator may, at the time of grant of a Performance Share Award, set performance objectives in its discretion which, depending on the extent to which they are met, will determine the number of Performance Shares that will be paid out to the Participant. In either case, the time period during which the performance objectives must be met is called the “Performance Period.” After the applicable Performance Period has ended, the recipient of the Performance Shares will be entitled to receive the number of Performance Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance objectives have been achieved, and which shares may be subject to additional vesting. After the grant of Performance Shares, the Administrator, in its sole discretion, may reduce or waive any performance objective for such Performance Shares.

12. OTHER SHARE-BASED AWARDS.

     (a) Grants.

     Other Awards of Shares and other Awards that are valued in whole or in part by reference to, or are otherwise based on, Shares (“Other Share-Based Awards”), may be granted either alone or in addition to or in conjunction with other Awards under this Plan. Awards under this Section 12 may include (without limitation) the grant of Shares conditioned upon some specified event, the payment of cash based upon the performance of the Common Stock or the grant of securities convertible into Common Stock.

     Subject to the provisions of the Plan, the Administrator shall have sole and complete authority to determine the Employees to whom and the time or times at which Other Share-Based Awards shall be made, the number of Shares, Share Equivalents or other securities, if any, to be granted pursuant to Other Share-Based Awards, and all other conditions of the Other Share-Based Awards. The Administrator may condition the grant of an Other Share-Based Award upon the attainment of specified performance goals or such other factors as the Administrator shall determine, in its sole discretion. In granting an Other Share-Based Award, the Administrator may determine that the recipient of an Other Share-Based Award shall be entitled to receive, currently or on a deferred basis, interest or dividends or dividend equivalents with respect to the Shares or other securities covered by the Award, and the Administrator may provide that such amounts (if any) shall be deemed to have been reinvested in additional Shares or otherwise reinvested. The terms of any Other Share-Based Award shall be set forth in an Other Share-Based Award Agreement between the Corporation and the Participant, which Agreement shall contain such provisions as the Administrator determines to be necessary or appropriate to carry out the intent of the Plan.

     (b) Terms and Conditions.

     In addition to the terms and conditions specified in the Other Share-Based Award Agreement, Other Share-Based Awards shall be subject to the following:

11

          (i) Any Other Share-Based Award may not be sold, assigned, transferred, pledged or otherwise encumbered, other than pursuant to a qualified domestic relations order as defined in the Code or Title I of the Employee Retirement Income Security Act, prior to the date on which the Shares are issued or the Award becomes payable, or, if later, the date on which any applicable restriction, performance or deferral period lapses.

          (ii) The Other Share-Based Award Agreement shall contain provisions dealing with the disposition of such Award in the event of termination of the Employee’s employment or the Director’s service prior to the exercise, realization or payment of such Award, and the Administrator in its sole discretion may provide for payment of the Award in the event of the Participant’s termination of employment or service with the Corporation or a Change in Control, with such provisions to take account of the specific nature and purpose of the Award.

13. PERFORMANCE OBJECTIVES.

     The Administrator shall determine the terms and conditions of Awards at the date of grant or thereafter; provided that performance objectives, if any, for each year related to an Award granted to a Covered Employee shall be established by the Administrator not later than the latest date permissible under Section 162(m). To the extent that such Awards are paid to Covered Employees, the performance criteria to be used shall be any of the following, either alone or in any combination, which may be expressed with respect to the Corporation or one or more operating units or groups, as the Compensation Committee of the Board may determine: cash flow; cash flow from operations; total earnings; earnings per share, diluted or basic; earnings per share from continuing operations, diluted or basic; earnings before interest and taxes; earnings before interest, taxes, depreciation, and amortization; earnings from operations; net asset turnover; inventory turnover; capital expenditures; net earnings; operating earnings; gross or operating margin; debt; working capital; return on equity; return on net assets; return on total assets; return on investment; return on capital; return on committed capital; return on invested capital; return on sales; net or gross sales; market share; economic value added; cost of capital; change in assets; expense reduction levels; debt reduction; productivity; stock price; customer satisfaction; employee satisfaction; and total shareholder return. In addition, such performance goals may be based upon the attainment of specified levels of the Corporation’s performance under one or more of the measures described above relative to the performance of other corporations, may be (but need not be) different from year-to-year, and different performance objectives may be applicable to different Participants.

     Performance objectives may be determined on an absolute basis or relative to internal goals or relative to levels attained in prior years or related to other companies or indices or as ratios expressing relationships between two or more performance objectives. In addition, performance objectives may be based upon the attainment of specified levels of corporate performance under one or more of the measures described above relative to the performance of other corporations. The Administrator shall specify the manner of adjustment of any performance objective to the extent necessary to prevent dilution or enlargement of any Award as a result of extraordinary events or circumstances, as determined by the Administrator, or to exclude the effects of extraordinary, unusual, or non-recurring items; changes in applicable laws, regulations, or accounting principles; currency fluctuations; discontinued operations; non-cash items, such as amortization, depreciation, or reserves; asset impairment; or any recapitalization,

12

restructuring, reorganization, merger, acquisition, divestiture, consolidation, spin-off, split-up, combination, liquidation, dissolution, sale of assets, or other similar corporate transaction.

14. ACCELERATION OF VESTING AND EXERCISABILITY.

     The Administrator shall have the power to accelerate the time at which an Award may first be exercised or the time during which an Award or any part thereof will vest, notwithstanding the provisions in the Award stating the time at which it may first be exercised or the time during which it will vest.

15. CHANGE IN CONTROL.

     (a) An Award may be subject to additional acceleration of vesting and exercisability upon or after a Change in Control as may be provided in the applicable agreement and determined by the Committee on a grant by grant basis or as may be provided in any other written agreement between the Company or any Affiliate and the Participant; provided, however, that in the absence of such provision, no such acceleration shall occur.

     (b) A “Change in Control” of the Corporation shall be deemed to have occurred if any of the events set forth in any one of the following paragraphs shall occur:

          (i) Any “person” (as such term is used in sections 13(d) and 14(d) of the Exchange Act), excluding the Corporation or any of its affiliates, a trustee or any fiduciary holding securities under an employee benefit plan of the Corporation or any of its affiliates, an underwriter temporarily holding securities pursuant to an offering of such securities or a Corporation owned, directly or indirectly, by stockholders of the Corporation in substantially the same proportions as their ownership of the Corporation, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 30% or more of the combined voting power of the Corporation’s then outstanding securities; or

          (ii) During any period of not more than two consecutive years, individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a Person who has entered into an agreement with the Corporation to effect a transaction described in clause (i), (iii) or (iv) of this paragraph) whose election by the Board or nomination for election by the Corporation’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

          (iii) The stockholders of the Corporation approve a merger or consolidation of the Corporation with any other Corporation and such merger or consolidation is consummated, other than (A) a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Corporation, at least 50% of the combined voting power of the voting securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation,

13

or (B) a merger or consolidation effected to implement a recapitalization of the Corporation (or similar transaction) in which no person acquires more than 50% of the combined voting power of the Corporation’s then outstanding securities; or

          (iv) The stockholders of the Corporation approve a plan of complete liquidation of the Corporation or an agreement for the sale or disposition by the Corporation of all or substantially all of the Corporation’s assets.

     Notwithstanding the foregoing, no Change in Control shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the holders of the Stock immediately prior to such transaction or series of transactions continue to have the same proportionate ownership in an entity which owns all or substantially all of the assets of the Corporation immediately prior to such transaction or series of transactions.

16. RECAPITALIZATION.

     In the event that the Administrator, in its sole discretion, shall determine that any dividend or other distribution (whether in the form of cash, stock, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, or other similar corporate transaction or event, affects the Common Stock such that an adjustment is appropriate in order to preserve (but not increase) the rights of participants under the Plan, then the Administrator shall make such equitable changes or adjustments as it deems necessary or appropriate to any or all of (i) the number and kind of shares which may thereafter be issued in connection with respect to Awards pursuant to Sections 4(b) and 5, (ii) the number and kind of shares issued in respect of outstanding Awards, and (iii) the Exercise Price relating to any Options or Stock Appreciation Right.

17. TERM OF PLAN.

     Awards may be granted pursuant to the Plan until the termination of the Plan on May 24, 2015.

18. SECURITIES LAW REQUIREMENTS AND LIMITATION OF RIGHTS.

     (a) Securities Law.

     No Shares shall be issued pursuant to the Plan unless and until the Corporation has determined that: (i) it and the Participant have taken all actions required to register the Shares under the Securities Act of 1933 or perfected an exemption from registration; (ii) any applicable listing requirement of any stock exchange on which the Common Stock is listed has been satisfied; and (iii) any other applicable provision of state or federal law has been satisfied.

     (b) Employment Rights.

     Neither the Plan nor any Award granted under the Plan shall be deemed to give any individual a right to remain employed by the Corporation or an Affiliate or to remain in service as a Director. The Corporation and its Affiliates reserve the right to terminate the employment of

14

any Employee at any time, with or without cause or for no cause, subject only to a written employment contract (if any), and the Board reserves the right to terminate a Director’s membership on the Board for cause in accordance with the Corporation’s Certificate of Incorporation.

     (c) Stockholders’ Rights.

     Except as otherwise provided in the Plan, a Participant shall have no dividend rights, voting rights or other rights as a stockholder with respect to any Shares covered by his or her Award prior to an appropriate book entry recording the Participant’s interest in Shares being entered on the records of the Corporation’s transfer agent or, if appropriate, the issuance of a stock certificate for such Shares. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date when such book entry is made or such certificate is issued.

19. AWARDS IN FOREIGN COUNTRIES.

     The Administrator shall have the authority to adopt such modifications, rules, procedures and subplans as may be necessary or desirable to facilitate compliance with the provisions of the laws and procedures of foreign countries in which the Corporation or its Affiliates may operate to assure the viability of the benefits of Awards made to Participants employed in such countries and to meet the intent of the Plan.

20. BENEFICIARY DESIGNATION.

     Participants and their Beneficiaries may designate on the prescribed form one or more Beneficiaries to whom distribution shall be made of any Award outstanding at the time of the Participant’s or Beneficiary’s death. A Participant or Beneficiary may change such designation at any time by filing the prescribed form with the Administrator. If a Beneficiary has not been designated or if no designated Beneficiary survives the Participant, distribution will be made to the Participant’s spouse, or if none, the Participant’s children in equal shares, or if none, to the residuary beneficiary under the terms of the Participant’s or Beneficiary’s last will and testament or, in the absence of a last will and testament, to the Participant’s or Beneficiary’s estate as Beneficiary. Notwithstanding the foregoing, the Administrator may prescribe specific methods or restrictions on beneficiary designations made Participants or Beneficiaries located outside of the United States.

21. AMENDMENT OF THE PLAN.

     The Board may suspend or discontinue the Plan at any time. The Compensation Committee of the Board may amend the Plan with respect to any Shares at the time not subject to Awards; provided, however, that only the Board may amend the Plan and submit the Plan to the stockholders of the Corporation for approval with respect to amendments that:

     (a) Increase the number of Shares available for issuance under the Plan or increase the number of Shares available for issuance pursuant to Incentive Stock Options under the Plan;

     (b) Materially expand the class of persons eligible to receive Awards;

15

     (c) Expand the types of awards available under the Plan;

     (d) Materially extend the term of the Plan;

     (e) Materially change the method of determining the Exercise Price or purchase price of an Award;

     (f) Delete or limit the requirements of Section 22;

     (g) Remove the administration of the Plan from the Administrator; or

     (h) Amend this Section 21 to defeat its purpose.

22. NO AUTHORITY TO REPRICE.

     Without the consent of the stockholders of the Corporation, except as provided in Section 16, the Administrator shall have no authority to effect either (i) the repricing of any outstanding Options or Stock Appreciation Rights under the Plan or (ii) the cancellation of any outstanding Options or Stock Appreciation Rights under the Plan and the grant in substitution therefor of new Options or Stock Appreciation Rights under the Plan covering the same or different numbers of Shares.

23. USE OF PROCEEDS FROM STOCK.

     Proceeds from the sale of Common Stock pursuant to Awards shall constitute general funds of the Corporation.

24. NO OBLIGATION TO EXERCISE OPTION OR STOCK APPRECIATION RIGHT.

     The granting of an Option or Stock Appreciation Right shall impose no obligation upon the Participant to exercise such Option or Stock Appreciation Right.

25. APPROVAL OF STOCKHOLDERS.

     This Plan and any amendments requiring stockholder approval pursuant to Section 21 shall be subject to approval by affirmative vote of the stockholders. Such vote shall be taken at the first annual meeting of stockholders of the Corporation following the adoption of the Plan or of any such amendments, or any adjournment of such meeting.

26. GOVERNING LAW.

     The law of the State of Delaware shall govern all question concerning the construction, validity and interpretation of the Plan, without regard to the state’s conflict of laws rules.

27. INTERPRETATION.

16

     The Plan is designed and intended to comply with Rule 16b-3 promulgated under the Exchange Act, Code section 162(m), and Code section 409A and guidance promulgated thereunder, and all provisions hereof shall be construed in a manner to so comply.

28. WITHHOLDING TAXES.

     (a) General.

     To the extent required by applicable law, the recipient of any payment or distribution under the Plan shall make arrangements satisfactory to the Corporation for the satisfaction of any required income tax, social insurance, payroll tax or other tax related to withholding obligations that arise by reason of such payment or distribution. The Corporation shall not be required to make such payment or distribution until such obligations are satisfied.

     (b) Other Awards.

     The Administrator may permit a Participant who exercises an Option or Stock Appreciation Right or who vests in an other Award to satisfy all or part of his or her withholding tax obligations by having the Corporation withhold a portion of the Shares that otherwise would be issued to him or her under such Awards. Such Shares shall be valued at the Fair Market Value on the date when taxes otherwise would be withheld in cash. The payment of withholding taxes by surrendering Shares to the Corporation, if permitted by the Administrator, shall be subject to such restrictions as the Administrator may impose, including any restrictions required by rules of the Securities and Exchange Commission.

29. DEFINITIONS.

     (a) “Administrator” means the Board, either of the Committees appointed to administer the Plan or, if applicable, an officer of the Corporation appointed to administer the Plan in accordance with Section 3(c).

     (b) “Affiliate” means any entity, whether a corporation, partnership, joint venture or other organization that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the Corporation.

     (c) “Award” means any award of an Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Units, Performance Shares or an Other Share-Based Award under the Plan.

     (d) “Beneficiary” means a person designated as such by a Participant or a Beneficiary for purposes of the Plan or determined with reference to Section 20.

     (e) “Board” means the Board of Directors of the Corporation.

     (f) “Code” means the Internal Revenue Code of 1986, as amended.

     (g) “Committee” means the Compensation Committee of the Board or the Committee on Directors and Corporate Governance of the Board, or both, as applicable.

17

     (h) “Common Stock” means the $0.01 par value common stock of the Corporation.

     (i) “Corporation” means McKesson Corporation, a Delaware corporation.

     (j) “Covered Employee” means the Chief Executive Officer or any Employee whose total compensation for the taxable year is required to be reported to stockholders under the Exchange Act by reason of such Employee being among the four highest compensated officers for the taxable year (other than the chief executive officer).

     (k) “Director” means a member of the Board.

     (l) “Employee” means an individual employed by the Corporation or an Affiliate (within the meaning of Code section 3401 and the regulations thereunder).

     (m) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

     (n) “Exercise Price” means the price per Share at which an Option or Stock Appreciation Right may be exercised.

     (o) “Fair Market Value” of a Share as of a specified date means

          (i) if the Common Stock is listed or admitted to trading on any stock exchange, the closing price on the date the Award is granted as reported by such stock exchange (for example, on its official web site, such as www.nyse.com), or

          (ii) if the Common Stock is not listed or admitted to trading on a stock exchange, the mean between the lowest reported bid price and highest reported asked price of the Common Stock on the date the Award is granted in the over-the-counter market, as reported by such over-the-counter market (for example, on its official web site, such as www.otcbb.com), or if no official report exists, as reported by any publication of general circulation selected by the Corporation which regularly reports the market price of the Shares in such market.

     (p) “Family Member” means any person identified as an “immediate family” member in Rule 16(a)-1(e) of the Exchange Act, as such Rule may be amended from time to time. Notwithstanding the foregoing, the Committee may designate any other person(s) or entity(ies) as a “family member.”

     (q) “Full Value Award” means an Award that does not provide for full payment in cash or property by the Participant.

     (r) “Incentive Stock Option” means an Option described in Code section 422(b).

     (s) “Nonstatutory Stock Option” means an Option not described in Code section 422(b) or 423(b).

     (t) “Option” means an Incentive Stock Option or Nonstatutory Stock Option granted pursuant to Section 6. “Option Agreement” means the agreement between the Corporation and the Participant which contains the terms and conditions pertaining to the Option.

18

     (u) “Other Share-Based Award” means an Award granted pursuant to Section 12. “Other Share-Based Award Agreement” means the agreement between the Corporation and the recipient of an Other Share-Based Award which contains the terms and conditions pertaining to the Other Share-Based Award.

     (v) “Outside Director” means a Director who is not an Employee.

     (w) “Participant” means an Employee or Director who has received an Award.

     (x) “Performance Shares” means an Award denominated in Share Equivalents granted pursuant to Section 11 that may be earned in whole or in part based upon attainment of performance objectives established by the Administrator pursuant to Section 13. “Performance Share Agreement” means the agreement between the Corporation and the recipient of the Performance Shares which contains the terms and conditions pertaining to the Performance Shares.

     (y) “Plan” means this McKesson Corporation 2005 Stock Plan.

     (z) “Restricted Stock” means Shares granted pursuant to Section 8. “Restricted Stock Agreement” means the agreement between the Corporation and the recipient of the Restricted Stock which contains the terms, conditions and restrictions pertaining to the Restricted Stock.

     (aa) “Restricted Stock Unit” means an Award denominated in Share Equivalents granted pursuant to Section 9 in which the Participant has the right to receive a specified number of Shares at or over a specified period of time. “Restricted Stock Unit Agreement” means the agreement between the Corporation and the recipient of the Restricted Stock Unit Award which contains the terms and conditions pertaining to the Restricted Stock Unit Award.

     (bb) “Share” means one share of Common Stock, adjusted in accordance with Section 16 (if applicable).

     (cc) “Share Equivalent” means a bookkeeping entry representing a right to the equivalent of one Share.

     (dd) “Stock Appreciation Right” means a right, granted pursuant to Section 7, to receive an amount equal to the value of a specified number of Shares which will be payable in Shares or cash as established by the Administrator. “Stock Appreciation Right Agreement” means the agreement between the Corporation and the recipient of the Stock Appreciation Right which contains the terms and conditions pertaining to the Stock Appreciation Right.

     (ee) “Subsidiary” means any corporation in an unbroken chain of corporations beginning with the Corporation if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

19

30. EXECUTION.

     This amended and restated 2005 Stock Plan was adopted by the Board on May 27, 2009, subject to stockholder approval of the amendment to Section 5(a) adopted by the Board on said date, which approval was granted on July 22, 2009.

McKESSON CORPORATION
By:	/s/ Jorge L. Figueredo
	Jorge L. Figueredo
	Executive Vice President, Human Resources

20

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO
RULE 13a-14(a) AND RULE 15d-14(a) OF THE SECURITIES EXCHANGE ACT, AS ADOPTED
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

	I, John H. Hammergren, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of McKesson Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 27, 2009	/s/ John H. Hammergren
	John H. Hammergren
	Chairman, President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO
RULE 13a-14(a) AND RULE 15d-14(a) OF THE SECURITIES EXCHANGE ACT, AS ADOPTED
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

	I, Jeffrey C. Campbell, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of McKesson Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 27, 2009	/s/ Jeffrey C. Campbell
	Jeffrey C. Campbell
	Executive Vice President and Chief Financial Officer

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of McKesson Corporation (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, each hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of their knowledge:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ John H. Hammergren                                        
John H. Hammergren
Chairman, President and Chief Executive Officer
October 27, 2009

/s/ Jeffrey C. Campbell                                        
Jeffrey C. Campbell
Executive Vice President and Chief Financial Officer
October 27, 2009

This certification accompanies the Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002, and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been provided to McKesson Corporation and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.