This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO filed by McKesson
Corporation (the Company), with the Securities and Exchange Commission (the SEC) on February 10, 2020 (the Schedule TO).
The Schedule TO relates to the offer by the Company to exchange all shares of common stock, par value $0.001 per share (the SpinCo Common Stock),
of its wholly owned subsidiary, PF2 SpinCo, Inc. (SpinCo), a Delaware corporation, for shares of the Companys common stock, par value $0.01 per share (the McKesson Common Stock), that are validly tendered and not
properly withdrawn prior to the expiration of the Exchange Offer (as defined below). As promptly as practicable following completion of the Exchange Offer and, if the Exchange Offer is consummated but is not fully subscribed or if the Exchange Offer
is consummated but not all of the shares of SpinCo Common Stock owned by the Company are exchanged due to the upper limit being reached, a subsequent pro rata dividend of all the remaining shares of SpinCo Common Stock owned by the Company to the
holders of shares of McKesson Common Stock immediately following the consummation of the Exchange Offer, based on the relative number of shares of McKesson Common Stock held by such holders, excluding those shares of McKesson Common Stock that have
been validly tendered and accepted for exchange in the Exchange Offer (the Spin-off), SpinCo will merge with and into Change Healthcare Inc. (Change), a Delaware corporation, with
Change surviving the merger (the Merger). Pursuant to the Merger, each share of SpinCo Common Stock will automatically convert into one share of Changes common stock, par value $0.001 per share (the Change Common
Stock), on the terms and subject to the conditions set forth in the Prospectus-Offer to Exchange, dated February 14, 2020 (the Prospectus), the Letter of Transmittal and the instructions to the Letter of Transmittal included
therein, copies of which are attached hereto as Exhibit (a)(1)(i) (which, together with any amendments or supplements thereto, collectively constitute the Exchange Offer).
In connection with the Exchange Offer, SpinCo has filed under the Securities Act of 1933, as amended (the Securities Act), a registration
statement on Form S-4 and Form S-1 (Registration No. 333-236236) (the SpinCo Registration Statement) to register
the shares of SpinCo Common Stock offered in exchange for shares of McKesson Common Stock tendered in the Exchange Offer and to be distributed in any Spin-off. Change has also filed under the Securities Act a
registration statement on Form S-4 (Registration No. 333-236234) (the Change Registration Statement) to register the shares of Change Common Stock into
which shares of SpinCo Common Stock will be converted in the Merger. The SpinCo Registration Statement and the Change Registration Statement both include the Prospectus, which is a joint prospectus of SpinCo and Change relating to the Exchange
Offer, the Spin-off and the Merger.
On February 14, 2020, SpinCo filed Amendment No. 2 to the SpinCo
Registration Statement with the SEC, and Change filed Amendment No. 2 to the Change Registration Statement with SEC. Each of these amendments updates the joint Prospectus to include (i) historical financial data for the nine months ended
December 31, 2019 and 2018 for the Company, SpinCo, Change and Change Healthcare LLC (Change Healthcare), a Delaware limited liability company; (ii) the unaudited pro forma condensed combined financial statements of Change and
SpinCo as of and for the nine months ended December 31, 2019; (iii) managements discussion and analysis of SpinCos, Changes and Change Healthcares financial condition and results of operation for the nine months ended
December 31, 2019 and 2018; (iv) the unaudited interim combined financial statements of SpinCo as of and for the nine months ended December 31, 2019 and 2018; (v) the unaudited interim condensed financial statements of Change as of and for
the nine months ended December 31, 2019 and 2018; and (vi) the unaudited interim consolidated financial statements of Change Healthcare as of and for the nine-months ended December 31, 2019 and 2018 (collectively, the Prospectus
Updates).
On or about February 14, 2020, the Company mailed a supplement to the Prospectus (the Supplement) to holders of McKesson
Common Stock setting forth the Prospectus Updates. A copy of the Supplement is filed with this Schedule TO as Exhibit (a)(4)(ii).
The information set
forth in the Prospectus, as amended by Amendment No. 2 to the SpinCo Registration Statement, and the Letter of Transmittal and the instructions to the Letter of Transmittal included therein are incorporated herein by reference in response to
all the items of this Schedule TO, except as otherwise set forth below.
This Amendment No. 1 shall be read together with the Schedule TO. Except as
specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule TO.