McKESSON CORPORATIONUnderwriting Agreement • February 28th, 2011 • McKesson Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
Contract Type FiledFebruary 28th, 2011 Company Industry JurisdictionIntroductory. McKesson Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule I of $600,000,000 aggregate principal amount of the Company’s 3.250% Notes due 2016 (the “2016 Notes”), $600,000,000 aggregate principal amount of the Company’s 4.750% Notes due 2021 (the “2021 Notes”), and $500,000,000 aggregate principal amount of the Company’s 6.000% Notes due 2041 (the “2041 Notes” and, together with the 2016 Notes and the 2021 Notes, the “Notes”). J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes.