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  • 10-Q (Oct 27, 2017)
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  • 10-Q (Jan 27, 2016)
  • 10-Q (Oct 29, 2015)

 
8-K

 
Other

McKesson 10-Q 2012

Documents found in this filing:

  1. 10-Q
  2. Ex-31.1
  3. Ex-31.2
  4. Ex-32
  5. Ex-32
MCK_10Q_9.30.2012

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2012
¨
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)
 
(I.R.S. 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  x    No  ¨
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  x    No  ¨
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.
Large accelerated filer
 
x
  
Accelerated filer
 
¨
 
 
 
 
 
 
 
Non-accelerated filer
 
¨ (Do not check if a smaller reporting company)
  
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  ¨    No  x
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, 2012
Common stock, $0.01 par value
 
236,039,739 shares




McKESSON CORPORATION

TABLE OF CONTENTS
 
Item
 
Page
 
 
 
 
 
 
 
 
1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2.
 
 
 
3.
 
 
 
4.
 
 
 
 
 
 
 
 
1.
 
 
 
1A.
 
 
 
2.
 
 
 
3.
 
 
 
4.
Mine Safety Disclosures
 
 
 
5.
 
 
 
6.
 
 
 
 



2

McKESSON CORPORATION

PART I—FINANCIAL INFORMATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share amounts)
(Unaudited)
 
 
Quarter Ended September 30,
 
Six Months Ended September 30,
 
2012
 
2011
 
2012
 
2011
Revenues
$
29,850

 
$
30,216

 
$
60,648

 
$
60,196

Cost of Sales
(28,130
)
 
(28,569
)
 
(57,328
)
 
(57,040
)
Gross Profit
1,720

 
1,647

 
3,320

 
3,156

Operating Expenses
(1,065
)
 
(1,051
)
 
(2,151
)
 
(2,088
)
Litigation Charges
(44
)
 
(118
)
 
(60
)
 
(118
)
Gain on Business Combination

 

 
81

 

Total Operating Expenses
(1,109
)
 
(1,169
)
 
(2,130
)
 
(2,206
)
Operating Income
611

 
478

 
1,190

 
950

Other Income, Net
10

 
6

 
18

 
14

Interest Expense
(55
)
 
(64
)
 
(111
)
 
(128
)
Income Before Income Taxes
566

 
420

 
1,097

 
836

Income Tax Expense
(165
)
 
(124
)
 
(316
)
 
(254
)
Net Income
$
401

 
$
296

 
$
781

 
$
582

 
 
 
 
 
 
 
 
Earnings Per Common Share
 
 
 
 
 
 
 
Diluted
$
1.67

 
$
1.18

 
$
3.25

 
$
2.31

Basic
$
1.70

 
$
1.20

 
$
3.31

 
$
2.35

 
 
 
 
 
 
 
 
Dividends Declared Per Common Share
$
0.20

 
$
0.20

 
$
0.40

 
$
0.40

 
 
 
 
 
 
 
 
Weighted Average Common Shares
 
 
 
 
 
 
 
Diluted
240

 
250

 
240

 
252

Basic
236

 
246

 
236

 
247













See Financial Notes

3

McKESSON CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
(Unaudited)
 
 
Quarter Ended September 30,
 
Six Months Ended September 30,
 
2012
 
2011
 
2012
 
2011
Net Income
$
401

 
$
296

 
$
781

 
$
582

 
 
 
 
 
 
 
 
Other Comprehensive Income (Loss), net of tax
 
 
 
 
 
 
 
Foreign currency translation adjustments, net of income tax expense (benefit) of ($2), $1, $2, and $8
71

 
(128
)
 
30

 
(117
)
Other, net of income tax expense of $2, $1, $5, and $4
5

 
4

 
11

 
9

Total Other Comprehensive Income (Loss)
76

 
(124
)
 
41

 
(108
)
Comprehensive Income
$
477

 
$
172

 
$
822

 
$
474

























See Financial Notes

4

McKESSON CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except per share amounts)
(Unaudited)
 
September 30,
2012
 
March 31,
2012
ASSETS
 
 
 
Current Assets
 
 
 
Cash and cash equivalents
$
2,831

 
$
3,149

Receivables, net
9,823

 
9,977

Inventories, net
10,070

 
10,073

Prepaid expenses and other
367

 
404

Total Current Assets
23,091

 
23,603

Property, Plant and Equipment, Net
1,223

 
1,043

Goodwill
5,128

 
5,032

Intangible Assets, Net
1,699

 
1,750

Other Assets
1,827

 
1,665

Total Assets
$
32,968

 
$
33,093

 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current Liabilities
 
 
 
Drafts and accounts payable
$
15,501

 
$
16,114

Short-term borrowings

 
400

Deferred revenue
1,528

 
1,423

Deferred tax liabilities
1,710

 
1,092

Current portion of long-term debt
508

 
508

Other accrued liabilities
1,503

 
2,149

Total Current Liabilities
20,750

 
21,686

Long-Term Debt
3,073

 
3,072

Other Noncurrent Liabilities
1,430

 
1,504

Commitments and Contingent Liabilities (Note 8)

 

Stockholders’ Equity
 
 
 
Preferred stock, $0.01 par value, 100 shares authorized, no shares issued or outstanding

 

 Common stock, $0.01 par value, 800 shares authorized at September 30, 2012 and March 31, 2012, 376 and 373 shares issued at September 30, 2012 and March 31, 2012
4

 
4

Additional Paid-in Capital
5,948

 
5,571

Retained Earnings
10,135

 
9,451

Accumulated Other Comprehensive Income
46

 
5

Other
15

 
4

Treasury Shares, at Cost, 140 and 138 at September 30, 2012 and March 31, 2012
(8,433
)
 
(8,204
)
Total Stockholders’ Equity
7,715

 
6,831

Total Liabilities and Stockholders’ Equity
$
32,968

 
$
33,093




See Financial Notes

5

McKESSON CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
 
Six Months Ended September 30,
 
2012
 
2011
Operating Activities
 
 
 
Net income
$
781

 
$
582

Adjustments to reconcile to net cash provided by operating activities:
 
 
 
Depreciation and amortization
282

 
271

Other deferred taxes
251

 
26

Share-based compensation expense
82

 
78

Gain on business combination
(81
)
 

Other non-cash items
20

 
26

Changes in operating assets and liabilities, net of acquisitions:
 
 
 
Receivables
219

 
(435
)
Inventories
16

 
(269
)
Drafts and accounts payable
(629
)
 
880

Deferred revenue
147

 
191

Taxes
(117
)
 
129

Litigation charges
60

 
118

Litigation settlement payments
(438
)
 
(6
)
Deferred tax expense (benefit) on litigation
147

 
(39
)
Other
(281
)
 
(157
)
Net cash provided by operating activities
459

 
1,395

 
 
 
 
Investing Activities
 
 
 
Property acquisitions
(86
)
 
(126
)
Capitalized software expenditures
(81
)
 
(101
)
Acquisitions, less cash and cash equivalents acquired
(251
)
 
(194
)
Other
67

 
72

Net cash used in investing activities
(351
)
 
(349
)
 
 
 
 
Financing Activities
 
 
 
Proceeds from short-term borrowings
1,125

 

Repayments of short-term borrowings
(1,525
)
 

Repayments of long-term debt

 
(17
)
Common stock transactions:
 
 
 
Issuances
80

 
82

Share repurchases, including shares surrendered for tax withholding
(53
)
 
(672
)
Dividends paid
(100
)
 
(97
)
Other
40

 
19

Net cash used in financing activities
(433
)
 
(685
)
Effect of exchange rate changes on cash and cash equivalents
7

 
(30
)
Net increase (decrease) in cash and cash equivalents
(318
)
 
331

Cash and cash equivalents at beginning of period
3,149

 
3,612

Cash and cash equivalents at end of period
$
2,831

 
$
3,943



See Financial Notes

6

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 and majority-owned or controlled companies. We also evaluate our ownership, contractual and other interests in entities to determine if they are variable interest entities (“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 judgment, among other factors. Based on our evaluations, if we determine we are the primary beneficiary of such VIEs, we consolidate such entities into our financial statements. The consolidated VIEs are not material to our condensed consolidated financial statements. 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”) and, therefore, do not include all information and footnote disclosures normally included in the annual consolidated financial statements.
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, the accompanying unaudited condensed consolidated financial statements include all normal recurring adjustments necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods presented.
The results of operations for the quarter and six months ended September 30, 2012 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, 2012 previously filed with the SEC on May 2, 2012 (“2012 Annual Report”). 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.
Recently Adopted Accounting Pronouncements
In the first quarter of 2013, we adopted amended guidance on a retrospective basis related to the presentation of other comprehensive income. The amended guidance requires that comprehensive income, the components of net income and the components of other comprehensive income be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. We elected to report other comprehensive income and its components in a separate statement of comprehensive income. While the new guidance changed the presentation of comprehensive income, there were no changes to the components that are recognized in net income or other comprehensive income as determined under previous accounting guidance. The amended guidance did not have a material effect on our condensed consolidated financial statements.
Recently Issued Accounting Pronouncements Not Yet Adopted
In December 2011, disclosure guidance related to the offsetting of assets and liabilities was issued. The guidance requires an entity to disclose information about offsetting and related arrangements for recognized financial and derivative instruments to enable users of its financial statements to understand the effect of those arrangements on its financial position. The amended guidance is effective for us on a retrospective basis commencing in the first quarter of 2014. We are currently evaluating the impact of this new guidance on our condensed consolidated financial statements.


7

McKESSON CORPORATION
FINANCIAL NOTES (CONTINUED)
(UNAUDITED)


2.
Business Combinations
On April 6, 2012, we purchased the remaining 50% ownership interest in our corporate headquarters building located in San Francisco, California, for $90 million, which was funded from cash on hand.  We previously held a 50% ownership interest and were the primary tenant in this building.  This transaction was accounted for as a step acquisition, which requires that we re-measure our previously held 50% ownership interest to fair value and record the difference between the fair value and carrying value as a gain in the condensed consolidated statements of operations.  The re-measurement to fair value resulted in a non-cash pre-tax gain of $81 million ($51 million after-tax), which was recorded as a gain on business combination within Corporate in the condensed consolidated statements of operations during the first quarter of 2013.
The total fair value of the net assets acquired was $180 million, which was allocated as follows: buildings and improvements of $113 million and land of $58 million with the remainder allocated for settlement of our pre-existing lease and lease intangible assets. The fair value of the buildings and improvements was determined based on current market replacement costs less depreciation and unamortized tenant improvement costs, as well as, other relevant market information, and has a weighted average useful life of 30 years. The fair value of the land was determined using comparable sales of land within the surrounding market.
On March 25, 2012, we acquired substantially all of the assets of Drug Trading Company Limited, the independent banner business of the Katz Group Canada Inc. (“Katz Group”), and Medicine Shoppe Canada Inc., the franchise business of the Katz Group (collectively, “Katz Assets”) for $925 million, which was funded from cash on hand. The acquisition of the assets from the Drug Trading Company Limited consists of a marketing and purchasing arm of more than 850 independently owned pharmacies in Canada. The acquisition of Medicine Shoppe Canada Inc. consists of the franchise business of providing services to more than 160 independent pharmacies in Canada.
During the second quarter of 2013, the fair value measurements of assets acquired and liabilities assumed of the Katz Assets as of the acquisition date were completed. The following table summarizes the final amounts of the fair values recognized for the assets acquired and liabilities assumed as of the acquisition date, as well as measurement period adjustments made in the first six months of 2013, to the amounts initially recorded in 2012. The measurement period adjustments during the first six months of 2013 did not have a material impact on our consolidated statements of operations, balance sheets or cash flows in any period, and, therefore, we have not retrospectively adjusted our financial statements.
(In millions)
Amounts
Previously
Recognized as of
Acquisition Date
(Provisional)
(1)
 
Measurement
Period
Adjustments
 
Amounts
Recognized as of
Acquisition Date
(Final as Adjusted)
Current assets, net of cash acquired
$
33

 
$
(1
)
 
$
32

Goodwill
506

 
6

 
512

Intangible assets
441

 
1

 
442

Other long-term assets
15

 
(1
)
 
14

Current liabilities
(37
)
 
1

 
(36
)
Long-term deferred tax liabilities
(39
)
 

 
(39
)
Purchase price, less cash and cash equivalents
$
919

 
$
6

 
$
925

(1) 
As previously reported in our Form 10-K for the year ended March 31, 2012.


8

McKESSON CORPORATION
FINANCIAL NOTES (CONTINUED)
(UNAUDITED)


Included in the purchase price allocation are acquired identifiable intangibles of $442 million, the fair value of which was determined by using Level 3 inputs, which are estimated using significant unobservable inputs. Acquired intangibles primarily consist of $318 million of service agreements and $114 million of trademarks and trade names. Service agreements, trademarks and trade names and total acquired intangibles assets each has an estimated weighted average life of 20 years. The excess of the purchase price over the net tangible and intangible assets of approximately $512 million was recorded as goodwill, which primarily reflects the expected future benefits to be realized upon integrating the business. The amount of goodwill expected to be deductible for tax purposes is $290 million.
Financial results for the acquired Katz Assets are included in the results of operations within our Canadian pharmaceutical distribution and services business, which is part of our Distribution Solutions segment, beginning in the first quarter of 2013.
During the last two years, we also completed a number of 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. However, if we acquire the assets of a company, the goodwill may be deductible for tax purposes. The pro forma results of operations for our business acquisitions and the results of operations for these acquisitions since the acquisition date have not been presented because the effects were not material to the consolidated financial statements on either an individual or an aggregate basis.
3.
Income Taxes
As of September 30, 2012, we had $523 million of unrecognized tax benefits, of which $397 million would reduce income tax expense and the effective tax rate, if recognized. During the first six months of 2013, we recorded an $82 million reduction to our gross unrecognized tax benefits as a result of a change in accounting method for tax purposes, which had no impact to the effective tax rate. 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 $158 million. However, this amount may change because we continue to have ongoing negotiations with various taxing authorities throughout the year.
We have received tax assessments of $98 million from the U.S. Internal Revenue Service (“IRS”) relating to 2003 through 2006. We disagree with a substantial portion of the tax assessments, which primarily relate to transfer pricing. We are pursuing administrative relief through the appeals process. We have also received assessments from the Canada Revenue Agency (“CRA”) for a total of $169 million related to transfer pricing for 2003 through 2007. We have appealed the assessment for 2003 to the Tax Court of Canada and have filed a notice of objection for 2004 through 2007. The trial between McKesson Canada Corporation and the CRA, argued in the Tax Court of Canada, concluded in early February 2012, and we are waiting for the decision. We continue to believe in the merits of our tax positions and that we have adequately provided for any potential adverse results relating to these examinations in our financial statements. However, the final resolution of these issues could result in an increase or decrease to income tax expense.
In November 2011, the IRS began its examination of 2007 through 2009. In nearly all jurisdictions, the tax years prior to 2003 are no longer subject to examination. We believe that we have made adequate provision for all income tax uncertainties.
We report interest and penalties on tax deficiencies as income tax expense. At September 30, 2012, before any tax benefits, our accrued interest on unrecognized tax benefits amounted to $121 million. We recognized an income tax expense of $2 million and a reduction in income tax expense of $18 million, before any tax benefit, related to interest in our condensed consolidated statements of operations during the second quarter and first six months of 2013. The income tax benefit recognized during the first six months of 2013 was primarily due to the reversal of accrued interest resulting from the reduction of our gross unrecognized tax benefits. We have no material amounts accrued for penalties.


9

McKESSON CORPORATION
FINANCIAL NOTES (CONTINUED)
(UNAUDITED)


4.
Earnings Per Common Share
Basic earnings per common share are computed by dividing net income by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per common share are computed similar to basic earnings per common 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 common share are as follows:
  
Quarter Ended September 30,
 
Six Months Ended September 30,
(In millions, except per share amounts)
2012
 
2011
 
2012
 
2011
 
 
 
 
 
 
 
 
Net income
$
401

 
$
296

 
$
781

 
$
582

 
 
 
 
 
 
 
 
Weighted average common shares outstanding:
 
 
 
 
 
 
 
Basic
236

 
246

 
236

 
247

Effect of dilutive securities:
 
 
 
 
 
 
 
Options to purchase common stock
1

 
1

 
1

 
2

Restricted stock units
3

 
3

 
3

 
3

Diluted
240

 
250

 
240

 
252

 
 
 
 
 
 
 
 
Earnings per common share: (1)
 
 
 
 
 
 
 
Diluted
$
1.67

 
$
1.18

 
$
3.25

 
$
2.31

Basic
$
1.70

 
$
1.20

 
$
3.31

 
$
2.35

 
(1) 
Certain computations may reflect rounding adjustments.
Potentially dilutive securities include outstanding stock options, restricted stock units and performance-based restricted stock units. Approximately 2 million and 1 million of potentially dilutive securities were excluded from the computations of diluted net earnings per common share for second quarters of 2013 and 2012 and 5 million and 4 million for the first six months of 2013 and 2012, as they were anti-dilutive.
5.
Goodwill and Intangible Assets, Net
Changes in the carrying amount of goodwill were as follows:
(In millions)
Distribution
Solutions
 
Technology
Solutions
 
Total
Balance, March 31, 2012
$
3,190

 
$
1,842

 
$
5,032

Goodwill acquired
86

 
5

 
91

Foreign currency translation adjustments
8

 
(3
)
 
5

Balance, September 30, 2012
$
3,284

 
$
1,844

 
$
5,128



10

McKESSON CORPORATION
FINANCIAL NOTES (CONTINUED)
(UNAUDITED)


Information regarding intangible assets is as follows:
 
September 30, 2012
 
March 31, 2012
(Dollars in millions)
Weighted
Average
Remaining
Amortization
Period
(years)
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
Customer lists
6
 
$
1,133

 
$
(607
)
 
$
526

 
$
1,081

 
$
(554
)
 
$
527

Service agreements
18
 
1,003

 
(80
)
 
923

 
1,022

 
(52
)
 
970

Trademarks and trade names
18
 
199

 
(42
)
 
157

 
192

 
(38
)
 
154

Technology
4
 
248

 
(197
)
 
51

 
244

 
(190
)
 
54

Other
8
 
77

 
(35
)
 
42

 
76

 
(31
)
 
45

Total
 
 
$
2,660


$
(961
)
 
$
1,699

 
$
2,615

 
$
(865
)
 
$
1,750

Amortization expense of intangible assets was $48 million and $99 million for the quarter and six months ended September 30, 2012 and $50 million and $98 million for the quarter and six months ended September 30, 2011. Estimated annual amortization expense of these assets is as follows: $202 million, $193 million, $173 million, $149 million and $128 million for 2013 through 2017 and $953 million thereafter. All intangible assets were subject to amortization as of September 30, 2012 and March 31, 2012.
 
6.
Financing Activities
Accounts Receivable Sales Facility
In May 2012, we renewed our existing accounts receivable sales facility (the “Facility”) for a one year period under terms substantially similar to those previously in place. The committed balance of the Facility is $1.35 billion, although from time-to-time, the available amount of the Facility may be less than $1.35 billion based on accounts receivable concentration limits and other eligibility requirements. The renewed Facility will expire in May 2013.
During the six months ended September 30, 2011, there were no borrowings under the Facility. At March 31, 2012, there were $400 million in secured borrowings and $400 million of related securitized accounts receivable outstanding under the Facility, which are included in short-term borrowings and receivables in the condensed consolidated balance sheets. During the first quarter of 2013, we repaid $400 million of short-term borrowings using cash on hand. During the second quarter of 2013, there were a total of $1,125 million of short-term borrowings under the Facility all of which were repaid using cash on hand. At September 30, 2012, there were no short-term borrowings and related securitized accounts receivables outstanding under the Facility.
The Facility contains requirements relating to the performance of the accounts receivable and covenants relating to the Company. If we do not comply with these covenants, our ability to use the Facility may be suspended and repayment of any outstanding balances under the Facility may be required. At September 30, 2012 and March 31, 2012, we were in compliance with all covenants.
Revolving Credit Facility
We have a syndicated $1.3 billion five-year senior unsecured revolving credit facility, which expires in September 2016. Borrowings under this facility bear interest based upon either the London Interbank Offered Rate or a prime rate. There were no borrowings under this facility during the first six months of 2013 and 2012. As of September 30, 2012 and March 31, 2012 there were no amounts outstanding under this facility.


11

McKESSON CORPORATION
FINANCIAL NOTES (CONTINUED)
(UNAUDITED)


7.
Financial Instruments and Hedging Activities
At September 30, 2012 and March 31, 2012, the carrying amounts of cash and cash equivalents, restricted cash, marketable securities, receivables, drafts and accounts payable, short-term borrowings 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 original 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, 2012 and March 31, 2012 were money market fund investments of $1.1 billion and $0.8 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 the fair value measurements and disclosure guidance. The carrying value of all other cash equivalents approximates their fair value due to their relatively short-term nature.
The carrying amounts and estimated fair values of our long-term debt and other financing were $3.6 billion and $4.2 billion at September 30, 2012, and $3.6 billion and $4.1 billion at March 31, 2012. 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, which are considered to be Level 2 inputs under the fair value measurements and disclosure guidance, and may not be representative of actual values that could have been realized or that will be realized in the future.
In 2012, we entered into a number of forward contracts to hedge Canadian dollar and British pound denominated cash flows with gross notional values of $528 million and $151 million. The contracts to hedge Canadian dollar denominated cash flows mature over a period of eight years and have been designated for hedge accounting. Accordingly, changes in the fair value of these contracts are recorded to accumulated other comprehensive income and reclassified into earnings in the same period in which the hedged transaction affects earnings.  The contracts to hedge British pound denominated cash flows matured and were settled in the first quarter of 2013 and were not designated for hedge accounting. Accordingly, changes in the fair value of these contracts were recorded directly in earnings. At September 30, 2012 and March 31, 2012, the fair value of the outstanding contracts was not material.  Fair values of these derivatives were determined by using Level 2 inputs under the fair value measurements and disclosure guidance and may not be representative of actual values that could have been realized or that will be realized in the future. Amounts recorded to earnings for 2013 and 2012 were also not material.
8.
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. As described below, many of these proceedings are at preliminary stages and many seek an indeterminate amount of damages.
When a loss is considered probable and reasonably estimable, we record a liability in the amount of our best estimate for the ultimate loss. However, the likelihood of a loss with respect to a particular contingency is often difficult to predict and determining a meaningful estimate of the loss or a range of loss may not be practicable based on the information available and the potential effect of future events and decisions by third parties that will determine the ultimate resolution of the contingency. Moreover, it is not uncommon for such matters to be resolved over many years, during which time relevant developments and new information must be reevaluated at least quarterly to determine both the likelihood of potential loss and whether it is possible to reasonably estimate a range of possible loss. When a loss is probable but a reasonable estimate cannot be made, disclosure of the proceeding is provided.
Disclosure also is provided when it is reasonably possible that a loss will be incurred or when it is reasonably possible that the amount of a loss will exceed the recorded provision. We review all contingencies at least quarterly to determine whether the likelihood of loss has changed and to assess whether a reasonable estimate of the loss or range of loss can be made. As discussed above, development of a meaningful estimate of loss or a range of potential loss is complex when the outcome is directly dependent on negotiations with or decisions by third parties, such as regulatory agencies, the court system and other interested parties. Such factors bear directly on whether it is possible to reasonably estimate a range of potential loss and boundaries of high and low estimates.


12

McKESSON CORPORATION
FINANCIAL NOTES (CONTINUED)
(UNAUDITED)


Significant developments in previously reported proceedings and in other litigation and claims, since the filing of our 2012 Annual Report on Form 10-K and our Quarterly Report on Form 10-Q for the period ended June 30, 2012, are set out below. Unless otherwise stated, we are currently unable to estimate a range of reasonably possible losses for the unresolved proceedings described below. Should any one or a combination of more than one of these proceedings be successful, or should we determine to settle any or a combination of these matters, 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.
I. Average Wholesale Price Litigation and Claims
The following matters involve a benchmark referred to as Average Wholesale Price (“AWP”), which is utilized by some public and private payers to calculate a portion of the amount that pharmacies and other providers are reimbursed for dispensing certain covered prescription drugs.
State AWP Medicaid Settlements
On July 30, 2012, the Company paid approximately $155 million to various states pursuant to the previously announced settlement agreements sponsored by a coalition of State Attorneys General. On August 13, 2012, the State of Indiana, pursuant to its settlement agreement with the Company, filed a notice dismissing with prejudice the claims asserted against the Company in the previously reported action filed in Indiana state court by the State of Indiana, State of Indiana v. McKesson Corp. et al., (No. 49D11-1106-PL-021595). On August 27, 2012, the State of Michigan, pursuant to its settlement agreement with the Company, filed a notice dismissing with prejudice the claims asserted against the Company in the previously reported action filed in Michigan state court by the State of Michigan, Bill Schuette ex rel. State of Michigan v. McKesson Corporation, et al., (No.11-629-CZ). On September 17, 2012, the settling states on whose behalf claims were filed against the Company in the previously reported qui tam action filed in the United States District Court for the District of New Jersey, United States et al. ex rel. Morgan v. Express Scripts et al., (No. 05-1714), filed a notice dismissing those claims to the extent those claims were encompassed by the settlement release in the parties’ agreements.
The Mississippi Action
On August 17, 2012, the court entered an order continuing the March 18, 2013 trial date to September 3, 2013, in the previously reported action filed in Mississippi state court by the State of Mississippi against the Company, State of Mississippi v. McKesson Corporation, et al., (No. 251-10-862CIV). Discovery is ongoing.
The Utah Action
On August 22, 2012, the Company entered into an agreement with the State of Utah in settlement of the previously reported action filed in the United States District Court for the Northern District of California by the State of Utah against the Company as the sole defendant, State of Utah v. McKesson Corporation, et al., (No. CV 10-4743-SC). On September 7, 2012, pursuant to the parties’ settlement agreement, the parties filed a stipulation dismissing the Utah Action with prejudice.
The Virginia Action
On August 29, 2012, the court entered an order moving the March 11, 2013 trial date to July 8, 2013 in the previously reported action filed in the United States District Court for the Northern District of California by the Commonwealth of Virginia against the Company and two of its employees, Commonwealth of Virginia v. McKesson Corporation, et al., (C11-02782-SI). Discovery is ongoing.
The Arizona Administrative Proceeding
On September 6, 2012, the Arizona court of appeals issued an order affirming the trial court’s order enjoining the Arizona Health Care Cost Containment System (“AHCCCS”) from prosecuting or reinitiating any penalty proceeding against the Company in the previously reported action filed in Arizona state court by the Company against AHCCCS and its Director, McKesson Corporation v. AHCCCS, (No. CV-2011-004446). The time for the filing of a petition for review has expired and no such petition was filed.


13

McKESSON CORPORATION
FINANCIAL NOTES (CONTINUED)
(UNAUDITED)


Shareholder Derivative Action
On September 10, 2012, a derivative action was filed in California Superior Court, San Francisco County, by a shareholder purportedly on behalf of the Company against certain past and present officers and directors of the Company, alleging that they breached their fiduciary duties and wasted Company assets by failing to prevent the underlying conduct that resulted in the Company’s AWP litigation, and seeking damages, corporate governance and procedural reforms, equitable and injunctive relief, restitution, disgorgement of profits, as well as attorneys’ fees and costs of suit, all in unspecified amounts, Daniel Himmel v. John Hammergren et al., (12-524074).  To date, no response to the complaint has been filed.
The Arizona Action
On September 14, 2012, an action was filed in Arizona state court, Maricopa County, by the State of Arizona against the Company asserting claims under the Arizona Consumer Fraud Act, and seeking injunctive relief, restitution, civil penalties, as well as attorneys’ fees and costs of suit, all in unspecified amounts, State of Arizona ex rel. Thomas Horne v. McKesson Corporation, (No. CV2012-013707). The Company has not yet responded to the complaint.
The Kansas Action
On September 28, 2012, the court granted defendant First Databank’s motion to continue the May 28, 2013 trial date to December 2, 2013, in the previously reported action filed in Kansas state court by the State of Kansas against the Company, State of Kansas ex rel. Steve Six v. McKesson Corporation, et al., (No. 10CV1491).
The Wisconsin Action
On October 2, 2012, an action was filed in Wisconsin state court, Dane County, by the State of Wisconsin against the Company, First Databank, the Hearst Corporation, and Hearst Business Media asserting claims under Wisconsin consumer protection and false claims statutes, and for civil conspiracy, and seeking damages, treble damages, civil penalties, forfeitures, injunctive relief, as well as attorneys’ fees and costs of suit, all in unspecified amounts, State of Wisconsin v. McKesson Corporation, et al., (12CV3948). The Company has not yet responded to the complaint.
The Oregon Action
On October 9, 2012, the Company entered into an agreement with the State of Oregon in settlement of the previously reported action filed in the United States District Court for the Northern District of California by the State of Oregon against the Company as the sole defendant, State of Oregon v. McKesson Corporation, et al., (No. C11-05384-SI). On October 18, 2012, pursuant to the settlement agreement, the parties filed a stipulation dismissing the Oregon Action with prejudice.
The Company has a reserve relating to AWP public entity claims, which is reviewed at least quarterly and whenever events or circumstances indicate changes, including consideration of the pace and progress of discussions relating to potentially resolving other public entity claims. Following our most recent review of the reserve for estimated probable losses from current and possible future public entity AWP claims, the Company recorded pre-tax charges of $16 million and $44 million (total of $60 million) during the first and second quarters of 2013. The Company recorded a pre-tax charge of $118 million during the second quarter and first six months of 2012. Pre-tax charges relating to changes in the Company’s AWP litigation reserve, including accrued interest, are recorded in our Distribution Solutions segment. The Company’s AWP litigation reserve is included in other current liabilities in the consolidated balance sheets. In view of the number of outstanding cases and expected future claims, and the uncertainties of the timing and outcome of this type of litigation, it is possible that the ultimate costs of these matters may exceed or be less than the reserve.


14

McKESSON CORPORATION
FINANCIAL NOTES (CONTINUED)
(UNAUDITED)


The following is the activity related to the AWP litigation reserve for the first six months of 2013 and 2012:
 
Six Months Ended September 30,
(In millions)
2012
 
2011
AWP litigation reserve at beginning of period
$
453

 
$
330

Charges incurred
60

 
118

Payments made
(438
)
 
(6
)
AWP litigation reserve at end of period
$
75

 
$
442

II. Other Litigation
On September 28, 2012, the Court entered judgment after trial in favor of the Company and its former indirect subsidiary, McKesson Medical-Surgical MediNet Inc., now merged into and doing business as McKesson Medical-Surgical MediMart Inc., finding no liability under the False Claims Act in the previously reported action, United States ex rel. Jamison v. McKesson Corporation, et al., (No. 2:08-CV-00214-SA). To date, no appeal by the United States has been filed.
9.
Stockholders’ Equity
Each share of the Company’s outstanding common stock is permitted one vote on proposals presented to stockholders and is entitled to share equally in any dividends declared by the Company's Board of Directors (the “Board”).
In March 2012, we entered into an accelerated share repurchase program with a third party financial institution to repurchase $1.2 billion of the Company’s common stock. The program was funded with cash on hand. As of March 31, 2012, we had received 12.0 million shares representing the minimum number of shares due under this program.  This program was completed in multiple tranches, and we received 0.9 million additional shares during the first quarter of 2013. In July 2012, we received 0.6 million additional shares upon completion of this program. The total number of shares repurchased under this program was 13.5 million shares at an average price per share of $89.10.
In April 2012, the Board authorized the repurchase of an additional $700 million of the Company’s common stock, bringing the total authorization outstanding to $1.0 billion at September 30, 2012.


15

McKESSON CORPORATION
FINANCIAL NOTES (CONTINUED)
(UNAUDITED)


10.
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 on a number of measures, including 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 September 30,
 
Six Months Ended September 30,
(In millions)
2012
 
2011
 
2012
 
2011
Revenues
 
 
 
 
 
 
 
Distribution Solutions (1)
 
 
 
 
 
 
 
Direct distribution & services
$
20,938

 
$
21,072

 
$
42,239

 
$
41,899

Sales to customers’ warehouses
4,806

 
4,909

 
10,153

 
9,800

Total U.S. pharmaceutical distribution & services
25,744

 
25,981

 
52,392

 
51,699

Canada pharmaceutical distribution & services
2,409

 
2,537

 
4,926

 
5,266

Medical-Surgical distribution & services
873

 
873

 
1,668

 
1,604

Total Distribution Solutions
29,026

 
29,391

 
58,986

 
58,569

Technology Solutions
 
 
 
 
 
 
 
Services
656

 
643

 
1,322

 
1,273

Software & software systems
142

 
153

 
287

 
297

Hardware
26

 
29

 
53

 
57

Total Technology Solutions
824

 
825

 
1,662

 
1,627

Total Revenues
$
29,850

 
$
30,216

 
$
60,648

 
$
60,196

 
 
 
 
 
 
 
 
Operating profit
 
 
 
 
 
 
 
Distribution Solutions (2)
$
621

 
$
477

 
$
1,121

 
$
952

Technology Solutions
97

 
108

 
190

 
208

Total
718

 
585

 
1,311

 
1,160

Corporate Expenses, Net (3)
(97
)
 
(101
)
 
(103
)
 
(196
)
Interest Expense
(55
)
 
(64
)
 
(111
)
 
(128
)
Income Before Income Taxes
$
566

 
$
420

 
$
1,097

 
$
836

 
(1) 
Revenues derived from services represent less than 2% of this segment’s total revenues.
(2) 
For the second quarters of 2013 and 2012, operating profit includes AWP litigation charges of $44 million and $118 million, and for the first six months of 2013 and 2012, $60 million and $118 million. These charges were recorded in operating expenses. Operating profit for the second quarter and first six months of 2013 includes the receipt of $19 million representing our share of settlements of antitrust class action lawsuits brought against drug manufacturers, which was recorded as a reduction to cost of sales.
(3) 
Corporate expenses for the first six months of 2013 are net of an $81 million gain on business combination.


16

McKESSON CORPORATION
FINANCIAL NOTES (CONCLUDED)
(UNAUDITED)

11.
Subsequent Event
On October 25, 2012, we entered into a definitive agreement to acquire all outstanding shares of PSS World Medical, Inc. (“PSS World Medical”) of Jacksonville, Florida for $29.00 per share in cash. The total transaction, including the assumption of PSS World Medical’s outstanding debt, is valued at approximately $2.1 billion. PSS World Medical markets and distributes medical products and services throughout the United States. The acquisition is subject to customary closing conditions, including all necessary regulatory clearances and the approval of PSS World Medical’s shareholders. After the closing, the operations of PSS World Medical will be included in the results of our Medical-Surgical business, which is part of our Distribution Solutions segment.


17

McKESSON CORPORATION
FINANCIAL REVIEW
(UNAUDITED)


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

GENERAL
Management’s discussion and analysis of financial condition and results of operations, referred to as the Financial Review, is intended to assist the reader in the understanding and assessment of significant changes and trends related to the results of operations and financial position of the Company together with its subsidiaries. This discussion and analysis should be read in conjunction with the condensed consolidated financial statements and accompanying financial notes in Item 1 of Part I of this Quarterly Report on Form 10-Q and in Item 8 of Part II of our 2012 Annual Report on Form 10-K.
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.
Certain statements in this report constitute forward-looking statements. See “Factors Affecting Forward-Looking Statements” included in this Quarterly Report on Form 10-Q.
Results of Operations
Financial Overview:
(In millions, except per share amounts)
Quarter Ended September 30,
 
 
Six Months Ended September 30,
 
 
2012
 
2011
Change
2012
 
2011
Change
 
 
 
 
 
 
 
 
 
 
 
Revenues
$
29,850

 
$
30,216

(1
)
%
$
60,648

 
$
60,196

1

%
 
 
 
 
 
 
 
 
 
 
 
Litigation Charges
$
(44
)
 
$
(118
)
(63
)
%
$
(60
)
 
$
(118
)
(49
)
%
 
 
 
 
 
 
 
 
 
 
 
Gain on Business Combination
$

 
$


%
$
81

 
$

NM

 
 
 
 
 
 
 
 
 
 
 
 
Income Before Income Taxes
$
566

 
$
420

35

%
$
1,097

 
$
836

31

%
Income Tax Expense
(165
)
 
(124
)
33

 
(316
)
 
(254
)
24

 
Net Income
$
401

 
$
296

35

 
$
781

 
$
582

34

 
 
 
 
 
 
 
 
 
 
 
 
Diluted Earnings Per Common Share
$
1.67

 
$
1.18

42

%
$
3.25

 
$
2.31

41

%
Weighted Average Diluted Common Shares
240

 
250

(4
)
%
240

 
252

(5
)
%
NM – not meaningful 
Revenues for 2013 approximated the same periods a year ago. Revenues were primarily impacted by price deflation associated with brand to generic drug conversions and market growth, which includes growing drug utilization and prices increases.
During the second quarters of 2013 and 2012, we recorded pre-tax litigation charges relating to our Average Wholesale Price (“AWP”) litigation of $44 million and $118 million, and for the first six months of 2013 and 2012, $60 million and $118 million. Adjustments to our AWP litigation reserves reflect our estimated probable losses for these claims.


18

McKESSON CORPORATION
FINANCIAL REVIEW (CONTINUED)
(UNAUDITED)


On April 6, 2012, we purchased the remaining 50% ownership interest in our corporate headquarters building located in San Francisco, California for $90 million, which was funded from cash on hand.  We previously held a 50% ownership interest and were the primary tenant in this building.  This transaction was accounted for as a step acquisition, which requires that we re-measure our previously held 50% ownership interest to fair value and record the difference between the fair value and carrying value as a gain in the condensed consolidated statements of operations.  The re-measurement to fair value resulted in a non-cash pre-tax gain of $81 million ($51 million after-tax), which was recorded as a gain on business combination within Corporate in the condensed consolidated statements of operations during the first quarter of 2013.
Income before income taxes for the second quarter of 2013 increased 35% to $566 million and for the first six months of 2013 increased 31% to $1,097 million compared to the same periods a year ago primarily due to a lower AWP litigation charge in 2013 and growth in our Distribution Solutions segment. The first six months of 2013 were also positively impacted by the gain on business combination.
Net income for the second quarter of 2013 increased 35% to $401 million and for the first six months of 2013 increased 34% to $781 million compared to the same periods a year ago. Diluted earnings per common share for the second quarter of 2013 increased 42% to $1.67 and for the first six months of 2013 increased 41% to $3.25 compared to the same periods a year ago. Diluted earnings per common share for 2013 also benefited from our repurchase of common stock.
Revenues:
 
Quarter Ended September 30,
 
 
Six Months Ended September 30,
 
 
(Dollars in millions)
2012
 
2011
Change
2012
 
2011
Change
Distribution Solutions
 
 
 
 
 
 
 
 
 
 
Direct distribution & services
$
20,938

 
$
21,072

(1
)
%
$
42,239

 
$
41,899

1

%
Sales to customers’ warehouses
4,806

 
4,909

(2
)
 
10,153

 
9,800

4

 
Total U.S. pharmaceutical distribution & services
25,744

 
25,981

(1
)
 
52,392

 
51,699

1

 
Canada pharmaceutical distribution & services
2,409

 
2,537

(5
)
 
4,926

 
5,266

(6
)
 
Medical-Surgical distribution & services
873

 
873


 
1,668

 
1,604

4

 
Total Distribution Solutions
29,026

 
29,391

(1
)
 
58,986

 
58,569

1

 
Technology Solutions
 
 
 
 
 
 
 
 
 
 
Services
656

 
643

2

 
1,322

 
1,273

4

 
Software & software systems
142

 
153

(7
)
 
287

 
297

(3
)
 
Hardware
26

 
29

(10
)
 
53

 
57

(7
)
 
Total Technology Solutions
824

 
825


 
1,662

 
1,627

2

 
Total Revenues
$
29,850

 
$
30,216

(1
)
 
$
60,648

 
$
60,196

1

 
Revenues for 2013 approximated the same periods a year ago primarily due to our Distribution Solutions segment, which accounted for approximately 97% of our consolidated revenues.
Direct distribution and services revenues for 2013 approximated the same periods a year ago. Revenues for 2013 were impacted by price deflation associated with brand to generic drug conversions, the loss of customers and one less sales day as well as market growth, which includes growing drug utilization and price increases, expanded volume with existing customers and new customers. 
Sales to customers' warehouses decreased for the second quarter of 2013 compared to the same period a year ago primarily due to price deflation associated with brand to generic drug conversions and one less sales day, partially offset by new and expanded business from existing customers. Sales to customers' warehouses increased for the first six months of 2013 compared to the same period a year ago primarily due to new and expanded business from existing customers, partially offset by price deflation associated with brand to generic drug conversions and one less sales day.


19

McKESSON CORPORATION
FINANCIAL REVIEW (CONTINUED)
(UNAUDITED)


Canadian pharmaceutical distribution and services revenues decreased compared to the same periods a year ago. These revenues were impacted by an unfavorable foreign currency exchange rate fluctuation of 2% and 3% for the second quarter and first six months of 2013. Excluding foreign currency exchange rate fluctuations, Canadian revenues decreased 3% for the second quarter and first six months of 2013 primarily due to changes in our customer mix, less sales days and government imposed price reduction for generic pharmaceuticals in certain provinces. The second quarter and first six months of 2013 had one and five less sales days compared to the same periods a year ago.
Medical-Surgical distribution and services revenues for the second quarter of 2013 approximated the same period a year ago and increased for the first six months of 2013 primarily reflecting market growth and new customers offset by five less sales days.
Technology Solutions revenues for the second quarter of 2013 approximated the same period a year ago primarily due to higher revenues for claims processing and an increase in maintenance revenues from new and existing customers, which were fully offset by lower revenues associated with the sale and installation of our software products. Technology Solutions revenues increased for the first six months of 2013 primarily due to higher revenues for claims processing and an increase in maintenance revenues from new and existing customers, partially offset by lower revenues associated with the sale and installation of our software products.
Gross Profit:
 
Quarter Ended September 30,
 
 
 
Six Months Ended September 30,
 
 
 
(Dollars in millions)
2012
 
2011
 
Change
2012
 
2011
 
Change
Gross Profit
 
 
 
 
 
 
 
 
 
 
 
 
Distribution Solutions
$
1,339

 
$
1,258

 
6

%
$
2,554

 
$
2,389

 
7

%
Technology Solutions
381

 
389

 
(2
)
 
766

 
767

 

  
Total
$
1,720

 
$
1,647

 
4

  
$
3,320

 
$
3,156

 
5

  
Gross Profit Margin
 
 
 
 
 
 
 
 
 
 
 
 
Distribution Solutions
4.61

%
4.28

%
33

bp 
4.33

%
4.08

%
25

bp 
Technology Solutions
46.24

 
47.15

 
(91
)
 
46.09

 
47.14

 
(105
)
  
Total
5.76

 
5.45

 
31

 
5.47

 
5.24

 
23

  
 
bp - basis points
Gross profit and gross profit margin increased for the second quarter and first six months of 2013 compared to the same periods a year ago primarily as a result of growth in our Distribution Solutions segment.
Distribution Solutions segment’s gross profit margin increased primarily due to an increase in buy margin, increased sales of higher margin generic drugs and our acquisition of the Katz Assets (as described under the caption "Business Combinations"), partially offset by a decrease in sell margin. Buy margin primarily reflects volume and timing of compensation from branded pharmaceutical manufacturers. Our Distribution Solutions segment's 2013 gross profit margin was also favorably affected by the receipt of $19 million representing our share of  settlements of antitrust class action lawsuits brought against drug manufacturers.
Technology Solutions segment’s gross profit margin decreased primarily due to a change in product and services mix.


20

McKESSON CORPORATION
FINANCIAL REVIEW (CONTINUED)
(UNAUDITED)


Operating Expenses and Other Income, Net: 
 
Quarter Ended September 30,
 
 
 
Six Months Ended September 30,
 
 
 
(Dollars in millions)
2012
 
2011
 
Change
2012
 
2011
 
Change
Operating Expenses
 
 
 
 
 
 
 
 
 
 
 
 
Distribution Solutions (1)
$
724

 
$
785

 
(8
)
%
$
1,443

 
$
1,446

 

%
Technology Solutions
286

 
281

 
2

  
579

 
560

 
3

 
 Corporate (2)
99

 
103

 
(4
)
  
108

 
200

 
(46
)
 
Total
$
1,109

 
$
1,169

 
(5
)
 
$
2,130

 
$
2,206

 
(3
)
 
Operating Expenses as a Percentage of Revenues
 
 
 
 
 
 
 
 
 
 
 
 
Distribution Solutions
2.49

%
2.67

%
(18
)
bp 
2.45

%
2.47

%
(2
)
bp 
Technology Solutions
34.71

 
34.06

 
65

  
34.84

 
34.42

 
42

 
Total
3.72

 
3.87

 
(15
)
 
3.51

 
3.66

 
(15
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other Income, Net
 
 
 
 
 
 
 
 
 
 
 
 
Distribution Solutions
$
6

 
$
4

 
50

%
$
10

 
$
9

 
11

%
Technology Solutions
2

 

 

  
3

 
1

 
200

 
Corporate
2

 
2

 

 
5

 
4

 
25

 
Total
$
10

 
$
6

 
67

 
$
18

 
$
14

 
29

 

(1) 
For the second quarters of 2013 and 2012, operating expenses include AWP litigation charges of $44 million and $118 million, and for the first six months of 2013 and 2012, $60 million and $118 million.
(2)  
Corporate expenses for the first six months of 2013 are net of an $81 million pre-tax gain on business combination.
Operating expenses and operating expenses as a percentage of revenues decreased in 2013 compared to the same periods a year ago primarily due to a higher AWP litigation charge in 2012, partially offset by an increase associated with the addition of the Katz Assets. Operating expenses and operating expenses as a percentage of revenues for  the first six months of 2013 was also favorably impacted by the gain on business combination, partially offset by our continued investment in research and development activities and higher employee compensation and benefits costs. During the second quarters of 2013 and 2012, we recorded pre-tax litigation charges relating to our AWP litigation of $44 million and $118 million, and for the first six months of 2013 and 2012, $60 million and $118 million.
Within our operating expenses, we recorded a charge of $3 million and a net credit of $76 million for acquisition expenses and related adjustments during the second quarter and first six months of 2013 compared to charges of $8 million and  $18 million during the second quarter and first six months of 2012. The net credit in the first six months of 2013 was primarily due to the gain on business combination, and the charges in 2012 were primarily incurred to integrate our acquisition of US Oncology Holdings, Inc.
Acquisition expenses and related adjustments include transaction and integration expenses that are directly related to acquisitions by the Company and gains and losses related to business combinations. These expenses by segment were as follows:
 
Quarter Ended September 30,
 
Six Months Ended September 30,
(In millions)
2012
 
2011
 
2012
 
2011
Operating Expenses
 
 
 
 
 
 
 
Distribution Solutions
$
2

 
$
8

 
$
3

 
$
16

Technology Solutions
1

 

 
2

 
2

Corporate

 

 
(81
)
 

Total Acquisition Expenses and Related Adjustments
$
3

 
$
8

 
$
(76
)
 
$
18




21

McKESSON CORPORATION
FINANCIAL REVIEW (CONTINUED)
(UNAUDITED)


Amortization expense of acquired intangible assets purchased in connection with acquisitions by the Company by segment was as follows:
 
Quarter Ended September 30,
 
Six Months Ended September 30,
(In millions)
2012
 
2011
 
2012
 
2011
Cost of Sales: