Filed Pursuant to Rule 433
Registration Statement No. 333-269523
Pricing Term Sheet
MCKESSON CORPORATION
$650,000,000 4.650% Notes due 2030
$650,000,000 4.950% Notes due 2032
$700,000,000 5.250% Notes due 2035
| Issuer: | McKesson Corporation | ||||||||||
| Expected Ratings (Moody’s / S&P / Fitch)*: | A3 (Stable) / BBB+ (Positive) / A- (Stable) | ||||||||||
| Security Title: | 4.650% Notes due 2030 | 4.950% Notes due 2032 | 5.250% Notes due 2035 | ||||||||
| Principal Amount: | $650,000,000 | $650,000,000 | $700,000,000 | ||||||||
| Maturity Date: | May 30, 2030 | May 30, 2032 | May 30, 2035 | ||||||||
| Interest Payment Dates: | Semi-annually on May 30 and November 30, of each year, commencing November 30, 2025 | Semi-annually on May 30 and November 30, of each year, commencing November 30, 2025 | Semi-annually on May 30 and November 30, of each year, commencing November 30, 2025 | ||||||||
| Interest Rate: | 4.650% per year | 4.950% per year | 5.250% per year | ||||||||
Benchmark Treasury: | UST 3.875% due April 30, 2030 | UST 4.000% due April 30, 2032 | UST 4.250% due May 15, 2035 | ||||||||
Benchmark Treasury Price and Yield: | 99-05 ¾ / 4.059% | 98-14 / 4.262% | 98-05+ / 4.479% | ||||||||
Spread to Benchmark Treasury: | +60 bps | +70 bps | +80 bps | ||||||||
| Yield to Maturity: | 4.659% | 4.962% | 5.279% | ||||||||
| Price to Public: | 99.960% of the principal amount | 99.930% of the principal amount | 99.777% of the principal amount | ||||||||
| Net Proceeds to Issuer (before expenses): | $647,465,000 | $646,945,000 | $695,289,000 | ||||||||
| Optional Redemption Provisions: | Make-whole and 1mo par call | Make-whole and 2mo par call | Make-whole and 3mo par call | ||||||||
| Make-Whole Call: | Treasury Rate +10 bps | Treasury Rate +15 bps | Treasury Rate +15 bps | ||||||||
| Par Call: | Beginning April 30, 2030 at par | Beginning March 30, 2032 at par | Beginning March 1, 2035 at par | ||||||||
| CUSIP/ISIN | 581557 BW4 / US581557BW49 | 581557 BX2 / US581557BX22 | 581557 BY0 / US581557BY05 | ||||||||
| Trade Date: | May 20, 2025 | ||||||||||
| Settlement Date**: | May 30, 2025 (T+7) | ||||||||||
| Joint Book-Running Managers: | Barclays Capital Inc. BofA Securities, Inc. Deutsche Bank Securities Inc. J.P. Morgan Securities LLC PNC Capital Markets LLC Goldman Sachs & Co. LLC | ||||||||||
| Senior Co-Managers: | Citigroup Global Markets Inc. Wells Fargo Securities, LLC | ||||||||||
| Co-Managers: | BNP Paribas Securities Corp. HSBC Securities (USA) Inc. Scotia Capital (USA) Inc. TD Securities (USA) LLC Truist Securities, Inc. U.S. Bancorp Investments, Inc. ING Financial Markets LLC SG Americas Securities, LLC UniCredit Capital Markets LLC Mischler Financial Group, Inc. | ||||||||||
* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. Each credit rating should be evaluated independently of any other credit rating.
**Pursuant to Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers of the notes who wish to trade the notes on any date prior to the business day before delivery thereof will be required, by virtue of the fact that the notes initially will settle in T+7, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement.
The Issuer has filed a registration statement (including a prospectus) with the Securities Exchange and Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. at +1 (888) 603-5847, BofA Securities, Inc. at +1 (800) 294-1322, Deutsche Bank Securities Inc. at +1 (800) 503-4611 and J.P. Morgan Securities LLC at +1 (212) 834-4533.
No PRIIPs or UK PRIIPs KID - No PRIIPs or UK PRIIPs key information document (KID) has been prepared as the notes are not available to retail investors in the EEA or the UK.
This pricing term sheet supplements the preliminary prospectus supplement dated May 20, 2025 and prospectus dated February 1, 2023. This communication should be read in conjunction with the preliminary prospectus supplement and the accompanying prospectus. The information in this communication supersedes the information in the preliminary prospectus supplement and the accompanying prospectus to the extent it is inconsistent with the information in such preliminary prospectus supplement or the accompanying prospectus.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER ELECTRONIC MESSAGING SYSTEM.