McKesson Corporation announced the commencement of a cash tender offer to purchase up to $500,000,000 (subject to increase, the “Tender Cap”) aggregate principal amount (the “Offer”) of its outstanding 6.00% Notes due 2041 (the “6.00% Notes”), 4.883% Notes due 2044 (the “4.883% Notes”), 7.65% Debentures due 2027 (the “7.65% Debentures”), 4.750% Notes due 2029 (the “4.750% Notes”), 3.950% Notes due 2028 (the “3.950% Notes”), 2.85% Notes due 2023 (the “2.85% Notes”) and 3.796% Notes due 2024 (the “3.796% Notes” and together with the 6.00% Notes, the 4.883% Notes, the 7.65% Debentures, the 4.750% Notes, the 3.950% Notes and the 2.85% Notes, the “Notes”, and each, a “series” of Notes), at purchase prices determined based on the yield to maturity of the applicable U.S.Treasury reference security specified in the table below plus the applicable Fixed Spread, as further described in the company’s Offer to Purchase. The Offer will expire on August 4, 2021, unless extended or earlier terminated by the company, with respect to any or all series of Notes (such date and time, as the same may be extended or earlier terminated, with respect to any or all series, the “Expiration Time”). Holders must validly tender and not properly withdraw their Notes at or prior to on July 21, 2021, unless extended by the Company, with respect to any or all series of Notes (such date and time, the “Early Tender Time”) in order to be eligible to receive the Full Tender Offer Consideration, which includes an early tender payment of $50 per $1,000 principal amount of Notes (the “Early Tender Payment”). Holders that validly tender their Notes after the Early Tender Time and at or prior to the Expiration Time will not be eligible to receive the Early Tender Payment and will only be eligible to receive the Full Tender Offer Consideration minus the Early Tender Payment (the “Late Tender Offer Consideration”). In each case, Holders that validly tender Notes that are accepted for purchase by the Company will receive accrued and unpaid interest from, and including, the last interest payment date for their tendered Notes to, but not including, the settlement date for such Notes, in each case rounded to the nearest cent (“Accrued Interest”). Notes validly tendered may be withdrawn at any time on or prior to July 21, 2021, with respect to any or all series of Notes (such date and time, as the same may be extended, the “Withdrawal Deadline”), unless extended by the company, but not thereafter. The Depositary Trust Company and any broker, dealer, commercial bank, trust company or other nominee that holds the Notes may have earlier deadlines for tendering Notes pursuant to the Offer than the Early Tender Time or the Expiration Time. The terms and conditions of the Offer are described in the offer to purchase, dated July 8, 2021 (the “Offer to Purchase”), and the related letter of transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer Documents”). Tendered Notes will be accepted in the order of the acceptance priority level for such series (in numerical priority order), with 1 being the higher acceptance priority level, and based on whether the Notes are tendered at or before the Early Tender Time or after the Early Tender Time. Notwithstanding the acceptance priority level, if any Notes are purchased in the Offer, Notes tendered at or prior to the Early Tender Time will be accepted for purchase in priority to Notes tendered after the Early Tender Time and at or prior to the Expiration Time. Accordingly, if the Tender Cap is reached in respect of tenders made at or prior to the Early Tender Time, no Notes of any series tendered after the Early Tender Time (regardless of acceptance priority level) will be accepted for purchase, unless they increase the Tender Cap. Under certain circumstances, the Company will accept tendered Notes of one or more of the series on a pro rata basis as further described in the Offer to Purchase. The Company reserves the right, but is not obligated, to increase the Tender Cap. Under these conditions and as more fully described in the Offer to Purchase, the Company expressly reserves its right, but is not obligated, with respect to any or all series of Notes, to extend the Offer at any time and may amend or terminate the Offer if, before such time as any Notes have been accepted for payment pursuant to the Offer, any condition of the Offer is not satisfied or, where applicable, waived. The “Full Tender Offer Consideration” payable for the Notes will be a price per $1,000 principal amount of the Notes equal to an amount that would reflect, as of the date of purchase, a yield to the par call date (or, if such Notes do not have a par call date, the maturity date) of the applicable series of Notes (which is September 1, 2040 for the 6.00% Notes, September 15, 2043 for the 4.883% Notes, March 1, 2027 for the 7.65% Debentures, February 28, 2029 for the 4.750% Notes, November 16, 2027 for the 3.950% Notes, December 15, 2022 for the 2.85% Notes and December 15, 2023 for the 3.796% Notes) equal to the sum of the Reference Yield for the applicable series of Notes, plus the applicable Fixed Spread as calculated at the Yield Calculation Time at or about 10:00 a.m., New York City time on July 22, 2021. The Early Tender Payment is included in the amount of Full Tender Offer Consideration. See Schedule A to the Offer to Purchase for the formula to be used in determining the Full Tender Offer Consideration for the Notes.