MCK McKesson Corporation

Contribution Agreement and Debt Financing

On June 28, 2016, McKesson Corporation, a Delaware corporation (“McKesson”), entered into an Agreement of Contribution and Sale (the “Contribution Agreement”) by and among McKesson, PF2 NewCo LLC, a Delaware limited liability company (“NewCo”), PF2 NewCo Intermediate Holdings, LLC, a Delaware limited liability company, PF2 NewCo Holdings, LLC, a Delaware limited liability company, HCIT Holdings, Inc., a Delaware corporation (“Echo”), Change Healthcare, Inc., a Delaware corporation (“Change Healthcare”), Change Aggregator L.P., a Delaware limited partnership (“Blackstone”), H&F Echo Holdings, L.P., a Delaware limited partnership (“Hellman & Friedman” and, together with Blackstone and the other equityholders of Change Healthcare, the “Change Healthcare Stockholders”).

Pursuant to, and subject to the terms and conditions of, the Contribution Agreement, McKesson and the Change Healthcare Stockholders agreed to combine the McKesson Technology Solutions business, excluding McKesson’s Enterprise Information Solutions business and RelayHealth Pharmacy Network (the “Core MTS Business”), with Change Healthcare’s business, excluding Change Healthcare’s pharmacy claims switching service and prescription routing businesses (the “Change Healthcare Business”), to form NewCo, a leading healthcare information technology company (the “Transaction”).

At the closing of the Transaction (the “Closing”), and pursuant to, and subject to the terms and conditions of, the Contribution Agreement:

The Closing Cash Consideration payable to the respective parties at Closing is subject to adjustments based on an agreed upon allocation of transaction expenses, and the respective amounts of working capital and net debt of the Core MTS Business and the Change Healthcare Business. In addition, the amount of the McK Note Payment is subject to further downward adjustment, and the Change Healthcare Cash Payment is subject to further upward adjustment, at Closing if, based on the audited Core MTS Business financial statements for the fiscal year-ended March 31, 2016, the Core MTS Adjusted EBITDA (as defined in the Contribution Agreement) is less than a target amount as set forth in the Contribution Agreement. To the extent that the net amount of the Closing adjustments described above is less than $125.0 million, the net Closing adjustment will be deferred and paid following Closing, at the time when customary post-Closing “true-up” adjustments will be determined; provided, however, that if the net amount of the Closing adjustment is in excess of $125 million, then the Closing Cash Consideration payable to the respective parties will be adjusted to reflect such excess amount. If the net amount of post-Closing true-up adjustments and any deferred net Closing adjustments exceeds the amount permitted to be paid by NewCo under its financing arrangements, then the post-Closing true-up amount will be indemnifiable under the Contribution Agreement through the payment of cash by McKesson or Echo and/or an adjustment to McKesson’s or Echo’s, as applicable, equity interests in NewCo.

The Contribution Agreement includes customary representations, warranties and covenants by the parties, including representations and warranties by McKesson and Change Healthcare regarding the Core MTS Business and the Change Healthcare Business, respectively. McKesson and Echo have agreed to indemnify each other for excluded liabilities and breaches of representations, warranties and covenants, subject to certain exceptions and limitations. Indemnifiable damages for breaches of representations, warranties and covenants will be settled, at the indemnifying party’s option, through the payment of cash or an adjustment to the relative equity interests of the parties in NewCo.

Until the Closing, the Core MTS Business and the Change Healthcare Business will continue to operate independently of each other.

The consummation of the transactions contemplated by the Contribution Agreement is subject to closing conditions, including: (i) the absence of any law, order or injunction prohibiting the Closing; (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of required competition

approval in the European Union; (iii) receipt of the proceeds from the committed debt financing (as described below); (iv) receipt of customary payoff letters with respect to the repayment or refinancing of Change Healthcare’s existing debt; (v) the accuracy of the other parties’ representations and warranties and performance of their covenants and agreements (subject to customary materiality qualifiers); (vi) no material adverse effect having occurred with respect to either the Core MTS Business or the Change Healthcare Business; (vii) delivery of audited financial statements for the Core MTS Business for the fiscal years-ended March 31, 2015 and 2016; (viii) the separation of Change Healthcare’s pharmacy claims switching service and prescription routing businesses (the “Change Healthcare Pharmacy Switch and Prescription Routing Businesses”) from Change Healthcare; and (ix) the adoption, approval and execution by Echo and the Change Healthcare Stockholders of the merger agreement relating to a Qualified McK Exit (as defined below).

The Contribution Agreement may be terminated by McKesson and/or Change Healthcare under certain circumstances, including if the Closing is not consummated by June 28, 2017. The Contribution Agreement also may be terminated by: (a) McKesson if there is a change in tax law, or a change in certain relevant facts outside of McKesson’s control, as a result of which McKesson’s tax advisor notifies McKesson that it will be unable to render a favorable tax opinion as to the tax-free nature of (i) certain of McKesson’s transfers to NewCo at Closing or (ii) a Qualified McK Exit (as defined below); or (b) McKesson and/or Echo if there is a change in tax law, or a change in certain relevant facts outside of Echo’s control, as a result of which Echo’s tax advisor notifies Echo that it will be unable to render a favorable tax opinion as to the tax-free nature of Echo’s transfer to NewCo at Closing.

In connection with the transactions contemplated by the Contribution Agreement, NewCo entered into a commitment letter dated as of June 28, 2016 with Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs Bank USA, Barclays Bank PLC and Citigroup Global Markets Inc. pursuant to which subsidiaries of NewCo have obtained debt financing commitments for $6.1 billion in long-term funded debt and a $500 million revolving credit facility. The proceeds of the debt financing will be used to pay the Closing Cash Consideration pursuant to the Contribution Agreement, to refinance certain of Change Healthcare’s existing indebtedness and to pay fees and expenses incurred in connection with the transactions. The revolving credit commitments will also be available for ongoing working capital and other general corporate purposes of subsidiaries of NewCo following completion of the transactions. Pursuant to the Contribution Agreement, the parties have agreed to use their reasonable best efforts to cooperate with each other to assist NewCo and its subsidiaries in obtaining debt financing.

At the Closing, the parties will also enter into various ancillary agreements (collectively, the “Transaction Documents”), including, without limitation:

Pursuant to the Contribution Agreement, the parties also agreed to cooperate in good faith to negotiate and enter into a mutually acceptable agreement between NewCo and McKesson relating to the licensing to NewCo of certain data obtained through McKesson’s operation of the RelayHealth Pharmacy Network.

The Contribution Agreement has been included in this report to provide investors with information regarding its terms. The representations and warranties set forth in the Contribution Agreement have been made solely for the benefit of the other parties to the Contribution Agreement. In addition, such representations and warranties (i) have been made only for the purpose of the Contribution Agreement, (ii) have been qualified by the disclosures made to the other parties in connection with the Contribution Agreement, (iii) are subject to materiality qualifications contained in the Contribution Agreement that may differ from what may be viewed as material by investors and (iv) have been included in the Contribution Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters as facts. For the foregoing reasons, investors should not rely on the representations and warranties as statements of factual information.

LLC Agreement and Other Transaction Documents

At the Closing, certain subsidiaries of McKesson (the “McK Members”) and Echo (the “Echo Member”) will enter into the LLC Agreement. The LLC Agreement will govern the rights and obligations of the McK Members and the Echo Member in their roles as members of NewCo.

NewCo Board

The LLC Agreement will provide that NewCo will initially be governed by a Board of Directors (the “NewCo Board”) comprised of not more than ten members. Each of the McK Members, on the one hand, and the Echo Member, on the other hand, will initially be entitled to designate up to four directors, of whom three directors may be employees or affiliates of the designating member, and one director may not be an employee or affiliate of the designating member and must otherwise be independent of NewCo. The ninth director on the NewCo Board will be NewCo’s chief executive officer (who is expected to be Neil de Crescenzo, Change Healthcare’s current chief executive officer), and the tenth director on the NewCo Board will be an independent director that is mutually designated by the McK Members and the Echo Member. The parties expect that John H. Hammergren, McKesson’s chief executive officer, will initially be one of the directors designated by the McK Members and will act as the NewCo Board’s chairman. The number of NewCo Board designees of each of the McK Members and the Echo Member is subject to reduction based on the ownership level of the corresponding member in NewCo.

Approval Rights of the Members

Pursuant to the LLC Agreement, certain actions by NewCo would require the prior written consent of both the McK Members and the Echo Member. These matters include, without limitation: (i) materially changing the line of business of NewCo; (ii) the appointment, removal or replacement of NewCo’s chief executive officer or chairman of the NewCo Board; (iii) approving NewCo’s annual operating plan and budget; (iv) entering into certain material agreements, including affiliate transactions; (v) declaring or paying any dividend, redeeming or repurchasing equity securities or issuing or authorizing the issuance of equity securities of NewCo; (vi) incurring indebtedness (subject to certain exceptions); (vii) a change of control of NewCo, or the sale, lease or disposal of assets of NewCo outside the ordinary course of business; (viii) any initial public offering, other than a Qualified IPO (as defined below); (ix) terminating, liquidating or dissolving NewCo; and (x) any amendment to, modification of, or waiver under the Contribution Agreement or the Transaction Documents by NewCo. The foregoing approval rights of the members of NewCo would terminate, as to each of the McK Members and the Echo Member, at such time as the McK Members (together with their permitted transferees) no longer own directly or indirectly 10% or more of the NewCo Units initially held by the McK Members.

Special Allocations

Generally, pursuant to the LLC Agreement, profits and losses of NewCo will be allocated among the members of NewCo in proportion to the number of NewCo Units held by them. However, amortization expenses related to certain intellectual property rights to be transferred to NewCo by one of the McK Members at the Closing, as well as associated income tax deductions, will be allocated solely to the McK Member that transferred the applicable intellectual property to NewCo at the Closing.

Qualified Initial Public Offering

Pursuant to the LLC Agreement, the parties will agree to cooperate in good faith and use their reasonable best efforts to consummate, as promptly as practicable following the Closing, but in any event within 18 months of the Closing, a firm commitment initial public offering of the Echo Member involving at least 10% of the common stock of the Echo Member (after giving effect to such offering) and pursuant to which the Echo Member would be listed for trading on The New York Stock Exchange, the NASDAQ Stock Market, or any other securities exchange or quotation system agreed to by the McK Members and the Echo Member (a “Qualified IPO” and the Echo Member, following such Qualified IPO, the “PubCo”). In addition, if a Qualified IPO has not been consummated within 24 months of the Closing (the “Initial Period”), then either the McK Members or the Echo Member may cause NewCo and the other members to consummate a Qualified IPO (an “IPO Demand”) within a period of up to six months following the expiration of the Initial Period (the “IPO Preference Period”).

Transfers of Membership Interests in NewCo

Pursuant to the LLC Agreement, no member will be permitted to transfer NewCo Units (including any transfer of beneficial ownership therein), other than to a member’s affiliates or with the consent of the other members, except as described below.

Following the consummation of a Qualified IPO occurring at any time prior to the expiration of the IPO Preference Period, transfers would be permitted in accordance with the following transfer provisions:

The McK Exit Window would automatically terminate or be deemed to terminate no later than the date that is four years following the Closing. However, the First Echo Sale Window would be shortened (or deemed terminated) to the extent that it would otherwise be open during the third year after Closing, so that the McK Exit Window lasts a full 12 months following the expiration of the underwriter lock-up period for any Qualified IPO occurring within the two-year period following Closing.

Pursuant to the LLC Agreement, unless an IPO Demand is exercised on or before the tenth business day following expiration of the Initial Period, then at any time after the expiration of the Initial Period and prior to a Qualified IPO, either the McK Members or the Echo Member may conduct any transfers permitted by applicable law, subject to a right of first refusal of the other party. In addition, during such time, and subject to the right of first refusal, either the McK Members or the Echo Member may enter into an agreement with a third party involving the change of control of NewCo and exercise customary drag-along rights to cause the other members to transfer all of their respective Units (or beneficial interests therein) in connection with such drag-along sale.

If a Qualified IPO occurs at any time after the expiration of the IPO Preference Period, transfers would be permitted in any manner permitted by applicable law (including pursuant to Exchanges and/or unlimited demand and/or piggyback registration rights as set forth in the Registration Rights Agreement). Upon the occurrence of the first Exchange, if any, PubCo has agreed to enter into an additional tax receivable agreement with the McK Members, pursuant to which PubCo would be required to pay to the relevant McK Member 85% of the net cash tax savings, if any, arising from PubCo’s utilization of (i) certain tax basis increases resulting from the relevant Exchange and payments under such additional tax receivable agreement and (ii) imputed interest deductions.

Merger Agreement and Separation and Distribution Agreement; Tax Matters Agreement

In connection with the Closing, and pursuant to the Contribution Agreement and the LLC Agreement, SpinCo, a subsidiary of McKesson organized as a Delaware limited liability company, will enter into an agreement and plan of merger with the Echo Member that will provide, among other things, that SpinCo will convert to a corporation and merge with and into PubCo immediately following a Qualified McK Exit, pursuant to which the stockholders of SpinCo will be entitled to receive a number of shares of common stock of PubCo equal to the number of Units held by SpinCo at the effective time of the Merger. McKesson will also enter into a customary Separation and Distribution Agreement with SpinCo in connection with a Qualified McK Exit prior to a Qualified McK Exit.

In connection with a Qualified McK Exit, McKesson, SpinCo and PubCo will also enter into a Tax Matters Agreement, which will govern the rights, responsibilities and obligations of McKesson and SpinCo after the Qualified McK Exit with respect to tax liabilities and benefits, tax attributes, tax contests and other tax sharing regarding U.S. federal, state and local, and non-U.S., taxes, other tax matters and related tax returns.

Certain Covenants by Echo; Other Provisions

Pursuant to the LLC Agreement, the Echo Member will make certain covenants to NewCo that are designed, among other things, to help preserve the availability of a Qualified McK Exit. These covenants will require, among other things, that the Echo Member remains solely a holding company of its ownership of NewCo.

The LLC Agreement also provides that the McK Members will have a “top-up” right to acquire additional Units at fair market value (determined in accordance with the LLC Agreement) during an McK Exit Window, such that following the exercise of such top-up option, the stockholders of SpinCo will be entitled to hold a majority of the number of shares of PubCo common stock at the effective time of the Merger.

In addition, pursuant to the LLC Agreement and the Echo Stockholders Agreement, the Echo Member and the Change Healthcare Stockholders will covenant to maintain certain minimum ownership levels in NewCo and in the Echo Member, and the Change Healthcare Stockholders will covenant to vote in favor of any stockholder proposals required to be made (or deemed advisable to obtain) in connection with the Merger or any other transactions or agreements in respect of any Qualified McK Exit.

Tax Receivable Agreements

In connection with the Closing, NewCo and one of the McK Members will enter into the McK Tax Receivable Agreement. The McK Tax Receivable Agreement generally provides for the payment by NewCo to the McK Member and its permitted assigns of 85% of the net cash tax savings realized (or, in certain circumstances, deemed to be realized) by PubCo in periods after the Merger as a result of (i) certain amortizable tax basis in intellectual property rights transferred to NewCo at the Closing and (ii) imputed interest deductions and certain other tax attributes arising from payments under the McK Tax Receivable Agreement. PubCo will retain the benefit of the remaining 15% of such net cash tax savings, if any.

Prior to Closing, each of Change Healthcare, Echo, NewCo, Blackstone and Hellman & Friedman will also enter into the New Echo Tax Receivable Agreement. The New Echo Tax Receivable Agreement generally provides for the payment by Change Healthcare following Closing to the Change Healthcare Stockholders of 85% of the net cash tax savings realized (or, in certain circumstances, deemed to be realized) by Change Healthcare in periods after Closing as a result of certain net operating losses and certain other tax attributes of Change Healthcare as of the Closing. Change Healthcare will retain the benefit of the remaining 15% of such net cash tax savings, if any.

Change Healthcare Pharmacy Switch and Prescription Routing Option

In connection with the Closing, the Change Healthcare Stockholders and NewCo will enter into an option agreement (the “Change Healthcare Pharmacy Switch and Prescription Routing Option”) in favor of an affiliate of NewCo for the purchase of Change Healthcare’s Pharmacy Switch and Prescription Routing Businesses from the Change Healthcare Stockholders. The Change Healthcare Pharmacy Switch and Prescription Routing Option would become exercisable any time McKesson and its affiliates own less than 5% of the NewCo Units. The Change Healthcare Pharmacy Switch and Prescription Routing Option would expire if unexercised or unexercisable on the fifth anniversary of Closing and has an exercise price of $1.00 plus a fixed multiple of the incremental increase (if any) in the EBITDA of the Change Healthcare Pharmacy Switch and Prescription Routing Businesses (as defined in the Change Healthcare Pharmacy Switch and Prescription Routing Option) for the trailing 12 months preceding the exercise of the option over a baseline level of such EBITDA.

The foregoing summary of the Contribution Agreement and the Transaction Documents does not purport to be a complete description and is qualified in its entirety by reference to the terms and conditions of the Contribution Agreement (and the forms of Transaction Documents attached thereto), a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference.