UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 15, 2010
McKesson Corporation
(Exact name of registrant as specified in its charter)
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Delaware
(State or other
jurisdiction of incorporation)
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1-13252
(Commission File Number)
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94-3207296
(I.R.S. Employer Identification No.) |
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| McKesson Plaza, One Post Street, San Francisco, California
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94104 |
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(Zip Code) |
Registrant’s telephone number, including area code: (415) 983-8300
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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On October 15, 2010, McKesson Corporation (the “Company”) entered into an agreement to settle an
action filed by the State of Connecticut relating to First DataBank’s published drug reimbursement
benchmarks, commonly referred to as Average Wholesale Prices (AWPs), for $26 million, which will be shared among the State of Connecticut and the Federal government. The
settlement amount is expected to result in an adjustment to the litigation reserves of $24 million,
which will drive a corresponding pre-tax charge of $24 million in the Company’s second fiscal
quarter ended September 30, 2010.
The settlement with the State of Connecticut, which occurred before trial, includes an express
denial of any liability by the Company based on its consistently held position that the Company did
not violate any laws in connection with First DataBank’s publication of AWPs.
The AWP litigation is described in more detail in the Company’s periodic and annual reports that
are filed with the Securities and Exchange Commission, including its Form 10-K for the fiscal year
ended March 31, 2010 and Form 10-Q for the quarterly period ended June 30, 2010.
Risk Factors
Except for historical information contained in this current report on Form 8-K, matters discussed
may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks and
uncertainties that could cause actual results to differ materially from those projected,
anticipated or implied. These statements may be identified by their use of forward-looking
terminology such as “believes”, “expects”, “anticipates”, “may”, “will”, “should”, “seeks”,
“approximately”, “intends”, “plans”, “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. It is not possible to predict or identify all such risks and
uncertainties; however, the most significant of these risks and uncertainties are described in the
company’s Form 10-K, Form 10-Q and Form 8-K reports filed with the Securities and Exchange
Commission and include, but are not limited to: material adverse resolution of pending legal
proceedings; changes in the U.S. healthcare industry and regulatory environment; public health
issues in the U.S. or abroad; changes in the Canadian healthcare industry and regulatory
environment; competition; the frequency or rate of branded drug price inflation and generic drug
price deflation; substantial defaults in payment or a material reduction in purchases by, or loss
of, a large customer or group purchasing organization; 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 be found to infringe on the rights of
others; system errors or failure of our technology products and solutions to conform to
specifications; disaster or other event causing interruption of customer access to 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; failure to comply with and 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; changes in accounting principles generally accepted in the United
States of America; and general economic conditions, including changes in the financial markets that
may affect the availability and cost of credit to the company, its customers or
suppliers. The reader should not place undue reliance on forward-looking statements, which speak
only as of the date they are first made. Except to the extent required by law, the company
undertakes no obligation to publicly 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.