S-4

As Filed with the Securities and Exchange Commission on November 19, 2012.

Registration Statement No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

EXPRESS SCRIPTS HOLDING COMPANY

*And the Guarantors listed below

(Exact name of registrant as specified in its charter)

DELAWARE	5912	45-2884094
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

ONE EXPRESS WAY

ST. LOUIS, MO 63121

(314) 996-0900

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Keith J. Ebling, Esq.

Executive Vice President, General Counsel and Corporate Secretary

Express Scripts Holding Company

One Express Way

St. Louis, MO 63121

(314) 996-0900

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications to:

Stacy J. Kanter, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036

(212) 735-3000

(212) 735-2000 (facsimile)

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨

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	¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to Be Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
2.750% Senior Notes due 2014	$900,000,000	100%	$900,000,000	$122,760
Guarantees related to the 2.750% Senior Notes due 2014(1)	N/A	N/A	N/A	N/A(1)
2.100% Senior Notes due 2015	$1,000,000,000	100%	$1,000,000,000	$136,400
Guarantees related to the 2.100% Senior Notes due 2015(1)	N/A	N/A	N/A	N/A(1)
3.500% Senior Notes due 2016	$1,250,000,000	100%	$1,250,000,000	$170,500
Guarantees related to the 3.500% Senior Notes due 2016(1)	N/A	N/A	N/A	N/A(1)
2.650% Senior Notes due 2017	$1,500,000,000	100%	$1,500,000,000	$204,600
Guarantees related to the 2.650% Senior Notes due 2017(1)	N/A	N/A	N/A	N/A(1)
4.750% Senior Notes due 2021	$1,250,000,000	100%	$1,250,000,000	$170,500
Guarantees related to the 4.750% Senior Notes due 2021(1)	N/A	N/A	N/A	N/A(1)
3.900% Senior Notes due 2022	$1,000,000,000	100%	$1,000,000,000	$136,400
Guarantees related to the 3.900% Senior Notes due 2022(1)	N/A	N/A	N/A	N/A(1)
6.125% Senior Notes due 2041	$700,000,000	100%	$700,000,000	$95,480
Guarantees related to the 6.125% Senior Notes due 2041(1)	N/A	N/A	N/A	N/A(1)
Total	$7,600,000,000			$1,036,640

(1) No separate consideration is received for the guarantees, and, therefore, no additional fee is required.

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

TABLE OF GUARANTOR REGISTRANTS

	Name of Guarantor Registrant*	State or Other Jurisdiction of Incorporation or Formation	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification Number
1.	EXPRESS SCRIPTS, INC.	Delaware	5912	43-1420563
2.	AIRPORT HOLDINGS, LLC	New Jersey	6324	75-3040465
3.	ESI REALTY, LLC	New Jersey	5912	75-3040456
4.	BYFIELD DRUG, INC.	Massachusetts	5912	01-0705518
5.	CARE CONTINUUM, INC.	Kentucky	5912	61-1162797
6.	CFI OF NEW JERSEY, INC.	New Jersey	5912	22-3114423
7.	CHESAPEAKE INFUSION, INC.	Florida	5912	22-3835126
8.	ESI HRA, LLC	Delaware	5912	20-2996995
9.	CURASCRIPT PBM SERVICES, INC.	Delaware	5912	36-4374570
10.	DIVERSIFIED PHARMACEUTICAL SERVICES, INC.	Minnesota	5912	41-1627938
11.	ESI ACQUISITION, INC.	New York	5912	16-1279199
12.	ESI CLAIMS, INC.	Delaware	5912	43-1869691
13.	ESI ENTERPRISES, LLC	Delaware	5912	56-2356810
14.	ESI MAIL ORDER PROCESSING, INC.	Delaware	5912	74-2974964
15.	EXPRESS SCRIPTS CANADA HOLDING, CO.	Delaware	5912	43-1942542
16.	EXPRESS SCRIPTS CANADA HOLDING, LLC	Delaware	5912	27-1490640
17.	EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC	Delaware	5912	20-5826948
18.	EXPRESS SCRIPTS SERVICES COMPANY	Delaware	5912	43-1832983
19.	FRECO, INC.	Florida	5912	02-0523249
20.	FREEDOM SERVICE COMPANY, LLC	Florida	5912	20-3229217
21.	HEALTHBRIDGE, INC.	Delaware	5912	26-2159005
22.	HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC.	Massachusetts	5912	04-2992335
23.	iBIOLOGIC, INC.	Delaware	5912	20-0325621
24.	IVTX, INC.	Delaware	5912	43-1794690
25.	LYNNFIELD COMPOUNDING CENTER, INC.	Florida	5912	58-2593075
26.	LYNNFIELD DRUG, INC.	Florida	5912	04-3546044
27.	MATRIX GPO LLC	Indiana	5912	51-0500147
28.	NATIONAL PRESCRIPTION ADMINISTRATORS, INC.	New Jersey	5912	22-2230703
29.	PRIORITY HEALTHCARE CORPORATION	Indiana	5122	35-1927379
30.	PRIORITY HEALTHCARE CORPORATION WEST	Nevada	5912	88-0445494
31.	PRIORITY HEALTHCARE DISTRIBUTION, INC.	Florida	5912	59-3761140
32.	PRIORITY HEALTHCARE PHARMACY, INC.	Florida	5912	59-3099905
33.	PRIORITYHEALTHCARE.COM, INC.	Florida	5912	59-3573515
34.	SINUSPHARMACY, INC.	Florida	5912	56-2394216
35.	SPECIALTY INFUSION PHARMACY, INC.	Florida	5912	74-3105470
36.	SPECTRACARE, INC.	Kentucky	5912	61-1147068
37.	SPECTRACARE HEALTH CARE VENTURES, INC.	Kentucky	5912	61-1317695
38.	SPECTRACARE INFUSION PHARMACY, INC.	Kentucky	5912	61-1147067
39.	VALUE HEALTH, INC.	Delaware	6324	06-1194838
40.	YOURPHARMACY.COM, INC.	Delaware	5912	43-1842584
41.	MEDCO HEALTH SOLUTIONS, INC.	Delaware	5912	22-3461740
42.	ACCREDO HEALTH, INCORPORATED	Delaware	8090	55-0894449
43.	ACCREDO HEALTH GROUP, INC.	Delaware	5912	11-3358535
44.	MEDCO HEALTH SERVICES, INC.	Delaware	5912	26-3544786
45.	CURASCRIPT, INC.	Delaware	5912	36-4369972

	Name of Guarantor Registrant*	State or Other Jurisdiction of Incorporation or Formation	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification Number
46.	EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO.	Delaware	5912	43-1869714
47.	EXPRESS SCRIPTS SENIOR CARE, INC.	Delaware	5912	20-3126075
48.	EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC.	Delaware	5912	20-3126104
49.	EXPRESS SCRIPTS WC, INC.	Florida	5912	59-2997634
50.	ESI MAIL PHARMACY SERVICE, INC.	Delaware	5912	43-1867735
51.	EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC.	Delaware	5912	43-1869712
52.	MOORESVILLE ON-SITE PHARMACY, LLC	Delaware	5912	26-1102625
53.	ESI-GP HOLDINGS, INC.	Delaware	5912	43-1925556
54.	ESI RESOURCES, INC.	Minnesota	5912	41-2006555
55.	ESI PARTNERSHIP	Delaware	5912	43-1925562
56.	SPECTRACARE OF INDIANA	Indiana	5912	35-1807559
57.	ACCREDO CARE NETWORK, INC.	Delaware	5912	26-3591774
58.	AHG OF NEW YORK, INC.	New York	5912	13-3888838
59.	BIOPARTNERS IN CARE, INC.	Missouri	5912	43-1815573
60.	BRACKET GLOBAL LLC	Delaware	5912	04-3559429
61.	CCS INFUSION MANAGEMENT, LLC	Delaware	5912	61-1516378
62.	CCSI HOLDING 3, LLC	Delaware	5912	65-1310056
63.	CRITICAL CARE SYSTEMS OF NEW YORK, INC.	New York	5912	02-0646252
64.	CRITICAL CARE SYSTEMS, INC.	Delaware	5912	04-3115329
65.	DNA DIRECT, INC.	Delaware	5912	71-0958489
66.	ENVISION PHARMA INC.	Connecticut	5912	06-1633253
67.	EVIDENCE SCIENTIFIC SOLUTIONS, INC.	Delaware	5912	26-3434149
68.	HIDDEN RIVER, L.L.C.	Delaware	5912	45-2893398
69.	HOME HEALTHCARE RESOURCES, INC.	Pennsylvania	5912	52-1498155
70.	INFINITY INFUSION II, LLC	Delaware	5912	04-3673742
71.	INFINITY INFUSION, LLC	Delaware	5912	41-2043158
72.	INSTITUTE FOR MEDICAL EDUCATION & RESEARCH, INC.	Florida	5912	22-3858266
73.	LIBERTY HEALTHCARE GROUP, INC.	Delaware	5912	86-1056555
74.	LIBERTY HEALTHCARE PHARMACY OF NEVADA, LLC	Nevada	5912	65-1289809
75.	LIBERTY LANE DEVELOPMENT COMPANY, INC.	Florida	5912	65-1071974
76.	LIBERTY MARKETPLACE, INC.	Delaware	5912	37-1588500
77.	LIBERTY MEDICAL SUPPLY, INC.	Florida	5912	65-0193983
78.	MAH PHARMACY, L.L.C.	Delaware	5912	27-1506930
79.	MAH PROCESSING, INC.	Delaware	5912	45-2822362
80.	MEDCO AT HOME, L.L.C.	Delaware	5912	05-0619053
81.	MEDCO CDUR, L.L.C.	Delaware	5912	N/A
82.	MEDCO CHP, L.L.C.	Delaware	5912	27-5133672
83.	MEDCO CONTINUATION HEALTH, L.L.C.	Delaware	5912	N/A
84.	MEDCO EUROPE, L.L.C.	Delaware	5912	N/A
85.	MEDCO EUROPE II, L.L.C.	Delaware	5912	27-3709630
86.	MEDCO HEALTH, L.L.C.	Delaware	5912	41-2063830
87.	MEDCO HEALTH NEW YORK INDEPENDENT PRACTICE ASSOCIATION, L.L.C.	New York	5912	22-3572956
88.	MEDCO HEALTH PUERTO RICO, L.L.C.	Delaware	5912	81-0616525
89.	MEDCO HEALTH SOLUTIONS OF COLUMBUS NORTH, LTD.	Ohio	5912	22-3478893

	Name of Guarantor Registrant*	State or Other Jurisdiction of Incorporation or Formation	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification Number
90.	MEDCO HEALTH SOLUTIONS OF COLUMBUS WEST, LTD.	Ohio	5912	22-3478895
91.	MEDCO HEALTH SOLUTIONS OF FAIRFIELD, L.L.C.	Pennsylvania	5912	22-3478953
92.	MEDCO HEALTH SOLUTIONS OF FRANKLIN LAKES, L.L.C.	New Jersey	5912	22-3478889
93.	MEDCO HEALTH SOLUTIONS OF HENDERSON, NEVADA, L.L.C.	Delaware	5912	51-0447039
94.	MEDCO HEALTH SOLUTIONS OF HIDDEN RIVER, L.C.	Florida	5912	59-3736512
95.	MEDCO HEALTH SOLUTIONS OF ILLINOIS, L.L.C.	Delaware	5912	N/A
96.	MEDCO HEALTH SOLUTIONS OF INDIANA, L.L.C.	Delaware	5912	26-1955207
97.	MEDCO HEALTH SOLUTIONS OF IRVING, L.L.C.	Delaware	5912	27-1809723
98.	MEDCO HEALTH SOLUTIONS OF LAS VEGAS, L.L.C.	Nevada	5912	22-2675929
99.	MEDCO HEALTH SOLUTIONS OF NETPARK, L.L.C.	Delaware	5912	22-3474891
100.	MEDCO HEALTH SOLUTIONS OF NORTH VERSAILLES, L.L.C.	Pennsylvania	5912	22-3478898
101.	MEDCO HEALTH SOLUTIONS OF RICHMOND, L.L.C.	Virginia	5912	22-3478958
102.	MEDCO HEALTH SOLUTIONS OF SPOKANE, L.L.C.	Delaware	5912	22-3046530
103.	MEDCO HEALTH SOLUTIONS OF TEXAS, L.L.C.	Texas	5912	22-3478955
104.	MEDCO HEALTH SOLUTIONS OF WILLINGBORO, L.L.C.	New Jersey	5912	22-3474877
105.	MEDCOHEALTH.COM, L.L.C.	New Jersey	5912	22-3732483
106.	MEDCO OF WILLINGBORO URBAN RENEWAL, L.L.C.	New Jersey	5912	22-3811751
107.	MEDCO RESEARCH INSTITUTE, L.L.C.	Delaware	5912	45-3631137
108.	NATIONAL DIABETIC MEDICAL SUPPLY, L.L.C.	Delaware	5912	45-3860748
109.	NATIONAL RX SERVICES NO. 3, INC. OF OHIO	Ohio	5912	34-1666699
110.	P-STAR ACQUISITION CO., INC.	Delaware	5912	20-1968476
111.	POLYMEDICA CORPORATION	Massachusetts	2834	04-3033368
112.	SYSTEMED, L.L.C.	Delaware	5912	22-3474888
113.	THE VACCINE CONSORTIUM, LLC	Maryland	5912	20-5454871
114.	THERAPEASE CUISINE, INC.	Wisconsin	5912	26-0759966
115.	TVC ACQUISITION CO., INC.	Delaware	5912	45-4509922
116.	UBC HEALTH CARE ANALYTICS, INC.	Delaware	5912	54-1759539
117.	UBC LATE STAGE, INC.	Missouri	5912	43-1083790
118.	UBC SCIENTIFIC SOLUTIONS, INC.	Delaware	5912	26-3434243
119.	UNITED BIOSOURCE CORPORATION	Delaware	5912	80-0077029
120.	UNITED BIOSOURCE PATIENT SOLUTIONS, INC.	Delaware	5912	20-3419132
121.	INFINITY INFUSION CARE, LTD.	Texas	5912	76-0391439

* Addresses and telephone numbers of principal executive offices are the same as those of Express Scripts Holding Company.

The information in this prospectus is not complete and may be changes. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer is not permitted.

Subject to Completion, Dated November 19, 2012

PROSPECTUS

EXPRESS SCRIPTS HOLDING COMPANY

Offer to exchange $900.0 million aggregate principal amount of 2.750% Senior Notes due 2014 (the “old 2014 notes”) for $900 million aggregate principal amount of 2.750% Senior Notes due 2014 (the “new 2014 notes”);

Offer to exchange $1.0 billion aggregate principal amount of 2.100% Senior Notes due 2015 (the “old 2015 notes”) for $1.0 billion aggregate principal amount of 2.100% Senior Notes due 2015 (the “new 2015 notes”);

Offer to exchange $1.25 billion aggregate principal amount of 3.500% Senior Notes due 2016 (the “old 2016 notes”) for $1.25 billion aggregate principal amount of 3.500% Senior Notes due 2016 (the “new 2016 notes”);

Offer to exchange $1.5 billion aggregate principal amount of 2.650% Senior Notes due 2017 (the “old 2017 notes”) for $1.5 billion aggregate principal amount of 2.650% Senior Notes due 2017 (the “new 2017 notes”);

Offer to exchange $1.25 billion aggregate principal amount of 4.750% Senior Notes due 2021 (the “old 2021 notes”) for $1.25 billion aggregate principal amount of 4.750% Senior Notes due 2021 (the “new 2021 notes”);

Offer to exchange $1.0 billion aggregate principal amount of 3.900% Senior Notes due 2022 (the “old 2022 notes”) for $1.0 billion aggregate principal amount of 3.900% Senior Notes due 2022 (the “new 2022 notes”); and

Offer to exchange $700.0 million aggregate principal amount of 6.125% Senior Notes due 2041 (the “old 2041 notes”, and collectively with the old 2014 notes, the old 2015 notes, the old 2016 notes, the old 2017 notes, the old 2021 notes and the old 2022 notes, the “old notes”) for $700 million aggregate principal amount of 6.125% Senior Notes due 2041 (the “new 2041 notes”, and collectively with the new 2014 notes, the new 2015 notes, the new 2016 notes, the new 2017 notes, the new 2021 notes and the new 2022 notes, the “new notes”)

The new notes have been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are fully and unconditionally guaranteed by the guarantors listed on page ii of this prospectus.

The exchange offer will expire at 5:00 p.m., New York City time, on                     , 2012 (the “expiration date”), unless we extend the exchange offer in our sole and absolute discretion.

Terms of the exchange offer:

• We will exchange the applicable series of new notes for all outstanding old notes that are validly tendered and not withdrawn prior to the expiration or termination of the exchange offer.

• You may withdraw tenders of old notes at any time prior to the expiration or termination of the exchange offer.

• The terms of the new notes are substantially identical to those of the outstanding old notes, except that the special mandatory redemption provisions, transfer restrictions and registration rights relating to the old notes do not apply to the new notes.

• The exchange of old notes for new notes will not be a taxable transaction for U.S. federal income tax purposes. You should see the discussion under the caption “Certain U.S. Federal Income Tax Consequences” for more information.

• We will not receive any proceeds from the exchange offer.

We issued the old notes in a transaction not requiring registration under the Securities Act, and as a result, their transfer is restricted. We are making the exchange offer to satisfy your registration rights as a holder of the old notes.

There is no established trading market for the new notes.

Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. The accompanying letter of transmittal relating to the exchange offer states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of up to 180 days after the expiration date, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

See “Risk Factors” beginning on page 15 of this prospectus, page 17 of Express Scripts, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2011, page 21 of Medco Health Solutions, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2011, page 39 of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012, page 51 of our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012 and page 66 of our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012 for a discussion of risks you should consider prior to tendering your outstanding old notes for exchange.

Neither the Securities and Exchange Commission (the “SEC”), nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                     , 2012.

TABLE OF CONTENTS

	Page
SUMMARY		1
SUMMARY DESCRIPTION OF THE EXCHANGE OFFER		3
CONSEQUENCES OF NOT EXCHANGING OLD NOTES		10
SUMMARY DESCRIPTION OF THE NEW NOTES		11
RISK FACTORS		15
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		19
USE OF PROCEEDS		21
RATIO OF EARNINGS TO FIXED CHARGES		22
SELECTED HISTORICAL AND UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA		23
THE EXCHANGE OFFER		28
DESCRIPTION OF THE NEW NOTES		35
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES		55
PLAN OF DISTRIBUTION		56
LEGAL MATTERS		57
EXPERTS		57
WHERE YOU CAN FIND MORE INFORMATION		58
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		58

This prospectus incorporates by reference important business and financial information about us that is not included in or delivered with this document. Copies of this information are available without charge to any person to whom this prospectus is delivered, upon written or oral request. Written requests should be sent to:

Express Scripts Holding Company

One Express Way

St. Louis, MO 63121

Attention: Investor Relations

Oral requests should be made by telephoning (314) 810-3115.

In order to obtain timely delivery, you must request the information no later than                     , 2012, which is five business days before the expiration date of the exchange offer.

i

Guarantors
EXPRESS SCRIPTS, INC.	CCS INFUSION MANAGEMENT, LLC
AIRPORT HOLDINGS, LLC	CCSI HOLDING 3, LLC
ESI REALTY, LLC	CRITICAL CARE SYSTEMS OF NEW YORK, INC.
BYFIELD DRUG, INC.	CRITICAL CARE SYSTEMS, INC.
CARE CONTINUUM, INC.	DNA DIRECT, INC.
CFI OF NEW JERSEY, INC.	ENVISION PHARMA INC.
CHESAPEAKE INFUSION, INC.	EVIDENCE SCIENTIFIC SOLUTIONS, INC.
ESI HRA, LLC	HIDDEN RIVER, L.L.C.
CURASCRIPT PBM SERVICES, INC.	HOME HEALTHCARE RESOURCES, INC.
DIVERSIFIED PHARMACEUTICAL SERVICES, INC.	INFINITY INFUSION II, LLC
ESI ACQUISITION, INC.	INFINITY INFUSION, LLC
ESI CLAIMS, INC.	INSTITUTE FOR MEDICAL EDUCATION & RESEARCH, INC.
ESI ENTERPRISES, LLC	LIBERTY HEALTHCARE GROUP, INC.
ESI MAIL ORDER PROCESSING, INC.	LIBERTY HEALTHCARE PHARMACY OF NEVADA, LLC
EXPRESS SCRIPTS CANADA HOLDING, CO.	LIBERTY LANE DEVELOPMENT COMPANY, INC.
EXPRESS SCRIPTS CANADA HOLDING, LLC	LIBERTY MARKETPLACE, INC.
EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC	LIBERTY MEDICAL SUPPLY, INC.
EXPRESS SCRIPTS SERVICES COMPANY	MAH PHARMACY, L.L.C.
FRECO, INC.	MAH PROCESSING, INC.
FREEDOM SERVICE COMPANY, LLC	MEDCO AT HOME, L.L.C.
HEALTHBRIDGE, INC.	MEDCO CDUR, L.L.C.
HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC.	MEDCO CHP, L.L.C.
iBIOLOGIC, INC.	MEDCO CONTINUATION HEALTH, L.L.C.
IVTX, INC.	MEDCO EUROPE, L.L.C.
LYNNFIELD COMPUNDING CENTER, INC.	MEDCO EUROPE II, L.L.C.
LYNNFIELD DRUG, INC.	MEDCO HEALTH, L.L.C.
MATRIX GPO LLC	MEDCO HEALTH NEW YORK INDEPENDENT PRACTICE ASSOCIATION, L.L.C.
NATIONAL PRESCRIPTION ADMINISTRATORS, INC.	MEDCO HEALTH PUERTO RICO, L.L.C.
PRIORITY HEALTHCARE CORPORATION	MEDCO HEALTH SOLUTIONS OF COLUMBUS NORTH, LTD.

ii

PRIORITY HEALTHCARE CORPORATION WEST	MEDCO HEALTH SOLUTIONS OF COLUMBUS WEST, LTD.
PRIORITY HEALTHCARE DISTRIBUTION, INC.	MEDCO HEALTH SOLUTIONS OF FAIRFIELD, L.L.C.
PRIORITY HEALTHCARE PHARMACY, INC.	MEDCO HEALTH SOLUTIONS OF FRANKLIN LAKES, L.L.C.
PRIORITYHEALTHCARE.COM, INC.	MEDCO HEALTH SOLUTIONS OF HENDERSON, NEVADA, L.L.C.
SINUSPHARMACY, INC.	MEDCO HEALTH SOLUTIONS OF HIDDEN RIVER, L.C.
SPECIALTY INFUSION PHARMACY, INC.	MEDCO HEALTH SOLUTIONS OF ILLINOIS, L.L.C.
SPECTRACARE, INC.	MEDCO HEALTH SOLUTIONS OF INDIANA, L.L.C.
SPECTRACARE HEALTH CARE VENTURES, INC.	MEDCO HEALTH SOLUTIONS OF IRVING, L.L.C.
SPECTRACARE INFUSION PHARMACY, INC.	MEDCO HEALTH SOLUTIONS OF LAS VEGAS, L.L.C.
VALUE HEALTH, INC.	MEDCO HEALTH SOLUTIONS OF NETPARK, L.L.C.
YOURPHARMACY.COM, INC.	MEDCO HEALTH SOLUTIONS OF NORTH VERSAILLES, L.L.C.
MEDCO HEALTH SOLUTIONS, INC.	MEDCO HEALTH SOLUTIONS OF RICHMOND, L.L.C.
ACCREDO HEALTH, INCORPORATED	MEDCO HEALTH SOLUTIONS OF SPOKANE, L.L.C.
ACCREDO HEALTH GROUP, INC.	MEDCO HEALTH SOLUTIONS OF TEXAS, L.L.C.
MEDCO HEALTH SERVICES, INC.	MEDCO HEALTH SOLUTIONS OF WILLINGBORO, L.L.C.
CURASCRIPT, INC.	MEDCOHEALTH.COM, L.L.C.
EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO.	MEDCO OF WILLINGBORO URBAN RENEWAL, L.L.C.
EXPRESS SCRIPTS SENIOR CARE, INC.	MEDCO RESEARCH INSTITUTE, L.L.C.
EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC.	NATIONAL DIABETIC MEDICAL SUPPLY, L.L.C.
EXPRESS SCRIPTS WC, INC.	NATIONAL RX SERVICES NO. 3, INC. OF OHIO
ESI MAIL PHARMACY SERVICE, INC.	P-STAR ACQUISITION CO., INC.
EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC.	POLYMEDICA CORPORATION
MOORESVILLE ON-SITE PHARMACY, LLC	SYSTEMED, L.L.C.
ESI-GP HOLDINGS, INC.	THE VACCINE CONSORTIUM, LLC
ESI RESOURCES, INC.	THERAPEASE CUISINE, INC.
ESI PARTNERSHIP	TVC ACQUISITION CO., INC.
SPECTRACARE OF INDIANA	UBC HEALTH CARE ANALYTICS, INC.

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ACCREDO CARE NETWORK, INC.	UBC LATE STAGE, INC.
AHG OF NEW YORK, INC.	UBC SCIENTIFIC SOLUTIONS, INC.
BIOPARTNERS IN CARE, INC.	UNITED BIOSOURCE CORPORATION
BRACKET GLOBAL LLC	UNITED BIOSOURCE PATIENT SOLUTIONS, INC.

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SUMMARY

This summary does not contain all of the information that you should consider before investing in the new notes. You should read the entire prospectus and the documents incorporated herein carefully, including the matters discussed in the section entitled “Risk Factors”.

In this prospectus, except as otherwise indicated, “Express Scripts,” “the Company,” “we,” “our,” and “us” refer to Express Scripts Holding Company and its consolidated subsidiaries at all times following the consummation of the Mergers (as defined below), and refer to Express Scripts, Inc. and its consolidated subsidiaries at all times prior to the consummation of the Mergers. References to “ESI” refer to Express Scripts, Inc. and its consolidated subsidiaries at all times prior to the mergers. References to “Medco” refer to Medco Health Solutions, Inc. and its consolidated subsidiaries at all times prior to the consummation of the Mergers. All references to the “notes” refer to both the old notes and the new notes, except as otherwise indicated.

Our Company

We are the largest Pharmacy Benefit Management (“PBM”) company in North America, offering a full range of services to our clients, which include health maintenance organizations, health insurers, third-party administrators, employers, union-sponsored benefit plans, workers’ compensation plans and government health programs. We help health benefit providers address access and affordability concerns resulting from rising drug costs while helping to improve healthcare outcomes. We manage the cost of the drug benefit by performing the following functions:

• evaluating drugs for price, value and efficacy in order to assist clients in selecting a cost-effective formulary;

• leveraging purchasing volume to deliver discounts to health benefit providers;

• promoting the use of generics and low-cost brands; and

• offering cost-effective home delivery pharmacy and specialty services which result in drug cost savings for plan sponsors and co-payment savings for members.

We work with clients, manufacturers, pharmacists and physicians to increase efficiency in the drug distribution chain, to manage costs in the pharmacy benefit and to improve members’ health outcomes and satisfaction. In an effort to deliver a superior clinical offering which targets the reduction of waste and the improvement of health outcomes, we apply a unique behavior-centric approach to changing consumer behavior, which we call Consumerology^®.

Plan sponsors who are more aggressive in taking advantage of our effective tools to manage drug spend have seen an actual reduction in their prescription drug trend while preserving healthcare outcomes. Greater use of generic drugs and lower-cost brand drugs has resulted in significant reductions in spending for commercially insured consumers and their employers.

We have organized our operations into two business segments based on products and services offered: PBM and Other Business Operations.

Our PBM segment primarily consists of the following services:

• Domestic and Canadian retail network pharmacy management;

• home delivery pharmacy services;

• benefit design consultation;

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• drug utilization review;

• drug formulary management programs;

• compliance and therapy management programs for our clients;

• a flexible array of Medicare Part D Prescription Drug Program products to support clients’ benefits;

• specialty pharmacy, including the distribution of fertility pharmaceuticals requiring special handling or packaging; and

• guidance and decision support for genomic medicine to patients, providers, payors and employees and comprehensive clinical programs.

The Other Business Operations segment primarily consists of the following services:

• distribution of pharmaceuticals and medical supplies to providers and clinics;

• other international retail network pharmacy management;

• home delivery pharmacy services in Germany;

• scientific evidence to guide the safe, effective and affordable use of medicines; and

• diabetes prescriptions and testing supplies.

Our revenues are generated primarily from the delivery of prescription drugs through our contracted network of retail pharmacies, home delivery and specialty pharmacy services and Other Business Operations services.

Prescription drugs are dispensed to members of the health plans we serve primarily through networks of retail pharmacies that are under non-exclusive contracts with us and through the home delivery fulfillment pharmacies, specialty drug pharmacies and fertility pharmacies we operated as of September 30, 2012. More than 60,000 retail pharmacies, which represent over 95% of all United States retail pharmacies, participated in one or more of our networks at September 30, 2012. The top ten retail pharmacy chains represent approximately 60% of the total number of stores in our largest network.

We were incorporated in Delaware as Aristotle Holding, Inc. in July 2011. On April 2, 2012, we completed a series of transactions (the “Mergers”) through which ESI and Medco became our 100% owned subsidiaries. Our principal executive offices are located at One Express Way, Saint Louis, Missouri, 63121. Our telephone number is (314) 996-0900 and our web site is www.express-scripts.com. The information on, or accessible through, our website is not part of this prospectus and should not be relied upon in connection with making any investment decision with respect to the securities offered by this prospectus.

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SUMMARY DESCRIPTION OF THE EXCHANGE OFFER

On November 21, 2011, we completed the private placement of $900 million aggregate principal amount of 2.750% Senior Notes due 2014, $1.25 billion aggregate principal amount of 3.500% Senior Notes due 2016, $1.25 billion aggregate principal amount of 4.750% Senior Notes due 2021 and $700 million aggregate principal amount of 6.125% Senior Notes due 2041. On February 9, 2012, we completed the private placement of $1.0 billion aggregate principal amount of 2.100% Senior Notes due 2015, $1.5 billion aggregate principal amount of 2.650% Senior Notes due 2017 and $1.0 billion aggregate principal amount of 3.900% Senior Notes due 2022. As part of each offering, we entered into registration rights agreements with the initial purchasers of each series of the old notes. Pursuant to these registration rights agreements, we agreed, among other things, to deliver this prospectus to you and to use commercially reasonable efforts to complete an exchange offer for the old notes. Below is a summary of the exchange offer.

Old 2014 Notes 2.750% Senior Notes due 2014, which were issued on November 21, 2011

Old 2015 Notes 2.100% Senior Notes due 2015, which were issued on February 9, 2012

Old 2016 Notes 3.500% Senior Notes due 2016, which were issued on November 21, 2011

Old 2017 Notes 2.650% Senior Notes due 2017, which were issued on February 9, 2012

Old 2021 Notes 4.750% Senior Notes due 2021, which were issued on November 21, 2011

Old 2022 Notes 3.900% Senior Notes due 2022, which were issued on February 9, 2012

Old 2041 Notes 6.125% Senior Notes due 2041, which were issued on November 21, 2011

New 2014 Notes 2.750% Senior Notes due 2014, the issuance of which has been registered under the Securities Act. The form and terms of the new 2014 notes are identical in all material respects to those of the old 2014 notes, except that the special mandatory redemption provisions, transfer restrictions and registration rights relating to the old 2014 notes do not apply to the new 2014 notes.

New 2015 Notes 2.100% Senior Notes due 2015, the issuance of which has been registered under the Securities Act. The form and terms of the new 2015 notes are identical in all material respects to those of the old 2015 notes, except that the special mandatory redemption provisions, transfer restrictions and registration rights relating to the old 2015 notes do not apply to the new 2015 notes.

New 2016 Notes 3.500% Senior Notes due 2016, the issuance of which has been registered under the Securities Act. The form and terms of the new 2016 notes are identical in all material respects to those of the old

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2016 notes, except that the special mandatory redemption provisions, transfer restrictions and registration rights relating to the old 2016 notes do not apply to the new 2016 notes.

New 2017 Notes 2.650% Senior Notes due 2017, the issuance of which has been registered under the Securities Act. The form and terms of the new 2017 notes are identical in all material respects to those of the old 2017 notes, except that the special mandatory redemption provisions, transfer restrictions and registration rights relating to the old 2017 notes do not apply to the new 2017 notes.

New 2021 Notes 4.750% Senior Notes due 2021, the issuance of which has been registered under the Securities Act. The form and terms of the new 2021 notes are identical in all material respects to those of the old 2021 notes, except that the special mandatory redemption provisions, transfer restrictions and registration rights relating to the old 2021 notes do not apply to the new 2021 notes.

New 2022 Notes 3.900% Senior Notes due 2022, the issuance of which has been registered under the Securities Act. The form and terms of the new 2022 notes are identical in all material respects to those of the old 2022 notes, except that the special mandatory redemption provisions, transfer restrictions and registration rights relating to the old 2022 notes do not apply to the new 2022 notes.

New 2041 Notes 6.125% Senior Notes due 2041, the issuance of which has been registered under the Securities Act. The form and terms of the new 2041 notes are identical in all material respects to those of the old 2041 notes, except that the special mandatory redemption provisions, transfer restrictions and registration rights relating to the old 2041 notes do not apply to the new 2041 notes.

Exchange Offer for 2014 Notes We are offering to issue up to $900.0 million aggregate principal amount of new 2014 notes in exchange for a like principal amount of old 2014 notes to satisfy our obligations under the registration rights agreement that was executed when the old 2014 notes were issued in a transaction in reliance upon the exemptions from registration provided by Rule 144A and Regulation S of the Securities Act.

Exchange Offer for 2015 Notes We are offering to issue up to $1.0 billion aggregate principal amount of new 2015 notes in exchange for a like principal amount of old 2015 notes to satisfy our obligations under the registration rights agreement that was executed when the old 2015 notes were issued in a transaction in reliance upon the exemptions from registration provided by Rule 144A and Regulation S of the Securities Act.

Exchange Offer for 2016 Notes We are offering to issue up to $1.25 billion aggregate principal amount of new 2016 notes in exchange for a like principal amount of old 2016 notes to satisfy our obligations under the registration rights

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agreement that was executed when the old 2016 notes were issued in a transaction in reliance upon the exemptions from registration provided by Rule 144A and Regulation S of the Securities Act.

Exchange Offer for 2017 Notes We are offering to issue up to $1.5 billion aggregate principal amount of new 2017 notes in exchange for a like principal amount of old 2017 notes to satisfy our obligations under the registration rights agreement that was executed when the old 2017 notes were issued in a transaction in reliance upon the exemptions from registration provided by Rule 144A and Regulation S of the Securities Act.

Exchange Offer for 2021 Notes We are offering to issue up to $1.25 billion aggregate principal amount of new 2021 notes in exchange for a like principal amount of old 2021 notes to satisfy our obligations under the registration rights agreement that was executed when the old 2021 notes were issued in a transaction in reliance upon the exemptions from registration provided by Rule 144A and Regulation S of the Securities Act.

Exchange Offer for 2022 Notes We are offering to issue up to $1.0 billion aggregate principal amount of new 2022 notes in exchange for a like principal amount of old 2022 notes to satisfy our obligations under the registration rights agreement that was executed when the old 2022 notes were issued in a transaction in reliance upon the exemptions from registration provided by Rule 144A and Regulation S of the Securities Act.

Exchange Offer for 2041 Notes We are offering to issue up to $700.0 million aggregate principal amount of new 2041 notes in exchange for a like principal amount of old 2041 notes to satisfy our obligations under the registration rights agreement that was executed when the old 2041 notes were issued in a transaction in reliance upon the exemptions from registration provided by Rule 144A and Regulation S of the Securities Act.

Expiration Date; Tenders The exchange offer will expire at 5:00 p.m., New York City time, on                     , 2012, unless extended in our sole and absolute discretion. By tendering your old notes, you represent to us that:

• you are not our “affiliate,” as defined in Rule 405 under the Securities Act;

• any new notes you receive in the exchange offer are being acquired by you in the ordinary course of your business;

• neither you nor anyone receiving new notes from you has any arrangement or understanding with any person to participate in a distribution, as defined in the Securities Act, of the new notes;

• you are not holding old notes that have, or are reasonably likely to have, the status of an unsold allotment in the initial offering; and

• if you are a broker-dealer that will receive new notes for your own account in exchange for old notes that were acquired by you as a result of your market-making or other trading activities, you will

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deliver a prospectus in connection with any resale of the new notes you receive. For further information regarding resales of the new notes by participating broker-dealers, see the discussion under the caption “Plan of Distribution.”

Withdrawal; Non-Acceptance You may withdraw any old notes tendered in the exchange offer at any time prior to 5:00 p.m., New York City time, on , 2012. If we decide for any reason not to accept any old notes tendered for exchange, the old notes will be returned to the registered holder at our expense promptly after the expiration or termination of the exchange offer. In the case of the old notes tendered by book-entry transfer into the exchange agent’s account at The Depository Trust Company (“DTC”) any withdrawn or unaccepted old notes will be credited to the tendering holder’s account at DTC. For further information regarding the withdrawal of tendered old notes, see “The Exchange Offer—Terms of the Exchange Offer; Period for Tendering Old Notes” and “The Exchange Offer—Withdrawal Rights.”

Conditions to the Exchange Offer The exchange offer is subject to customary conditions, which we may waive. See the discussion below under the caption “The Exchange Offer—Conditions to the Exchange Offer” for more information regarding the conditions to the exchange offer.

Procedures for Tendering the Old Notes You must do one of the following on or prior to the expiration of the exchange offer to participate in the exchange offer:

• tender your old notes by sending the certificates for your old notes, in proper form for transfer, a properly completed and duly executed letter of transmittal, with any required signature guarantees, and all other documents required by the letter of transmittal, to Wells Fargo Bank, National Association, as exchange agent, at one of the addresses listed below under the caption “The Exchange Offer— Exchange Agent;” or

• tender your old notes by using the book-entry transfer procedures described below and transmitting a properly completed and duly executed letter of transmittal, with any required signature guarantees, or an agent’s message instead of the letter of transmittal, to the exchange agent. In order for a book-entry transfer to constitute a valid tender of your old notes in the exchange offer, Wells Fargo Bank, National Association, as exchange agent, must receive a confirmation of book-entry transfer of your old notes into the exchange agent’s account at DTC prior to the expiration of the exchange offer. For more information regarding the use of book-entry transfer procedures, including a description of the required agent’s message, see the discussion below under the caption “The Exchange Offer—Book-Entry Transfers.”

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Special Procedures for Beneficial Owners If you are a beneficial owner whose old notes are registered in the name of the broker, dealer, commercial bank, trust company or other nominee and you wish to tender your old notes in the exchange offer, you should promptly contact the person in whose name the old notes are registered and instruct that person to tender on your behalf. If you wish to tender in the exchange offer on your own behalf, prior to completing and executing the letter of transmittal and delivering your old notes, you must either make appropriate arrangements to register ownership of the old notes in your name or obtain a properly completed bond power from the person in whose name the old notes are registered.

Certain U.S. Federal Income Tax Consequences The exchange of the old notes for new notes in the exchange offer will not be a taxable transaction for United States federal income tax purposes. See the discussion under the caption “Certain U.S. Federal Income Tax Consequences” for more information regarding the tax consequences to you of the exchange offer.

Use of Proceeds We will not receive any proceeds from the exchange offer.

Exchange Agent Wells Fargo Bank, National Association is the exchange agent for the exchange offer. You can find the address and telephone number of the exchange agent below under the caption “The Exchange Offer— Exchange Agent.”

Resales Based on interpretations by the staff of the SEC, as set forth in no-action letters issued to the third parties, we believe that the new notes you receive in the exchange offer may be offered for resale, resold or otherwise transferred without compliance with the registration and prospectus delivery provisions of the Securities Act. However, you will not be able to freely transfer the new notes if:

• you are our “affiliate,” as defined in Rule 405 under the Securities Act;

• you are not acquiring the new notes in the exchange offer in the ordinary course of your business;

• you are engaged in or intend to engage in or have an arrangement or understanding with any person to participate in the distribution, as defined in the Securities Act, of the new notes you will receive in the exchange offer; or

• you are holding old notes that have or are reasonably likely to have the status of an unsold allotment in the initial offering.

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If you are an affiliate of ours, are engaged in or intend to engage in or have any arrangement or understanding with any person to participate in the distribution of the new notes:

• you cannot rely on the applicable interpretations of the staff of the SEC; and

• you must comply with the registration requirements of the Securities Act in connection with any resale transaction.

Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. The accompanying letter of transmittal relating to the exchange offer states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of up to 180 days after the expiration date, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution” for more information.

As a condition to participation in the exchange offer, each holder will be required to represent that it is not our affiliate or a broker-dealer that acquired the old notes directly from us.

Registration Rights Agreements When the old notes were issued, we entered into registration rights agreements with the initial purchasers of each series of the old notes. Under the terms of these registration rights agreements, we agreed to use our commercially reasonable efforts to file with the SEC and cause to become effective, a registration statement relating to an offer to exchange the old notes for the new notes.

If the registration statement, of which this prospectus forms a part, does not become effective by November 15, 2012 or we do not complete the exchange offer for a series of old notes within 60 days of the date of effectiveness of the registration statement, the interest rate borne by such series of old notes will be increased by 0.25% per annum for the first 90-day period immediately following such default and will increase by an additional 0.25% per annum on the 91^st day following such default to a total of an additional 0.50% per annum, until all registration defaults are cured with respect to such series of old notes or until such old notes are freely transferable under Rule 144 under the Securities Act.

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Under some circumstances set forth in the registration rights agreements, holders of old notes, including holders whose old notes are or were ineligible to be exchanged in the exchange offer, may require us to file and cause to become effective a shelf registration statement covering resales of the old notes by these holders.

A copy of each of the registration rights agreements is filed as an exhibit to the registration statement of which this prospectus is a part. See “Description of the New Notes—Registration Rights.”

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CONSEQUENCES OF NOT EXCHANGING OLD NOTES

If you do not exchange your old notes in the exchange offer, your old notes will continue to be subject to the restrictions on transfer described in the legend on the certificate for your old notes. In general, you may offer or sell your old notes only:

• if they are registered under the Securities Act and applicable state securities laws;

• if they are offered or sold under an exemption from registration under the Securities Act and applicable state securities laws; or

• if they are offered or sold in a transaction not subject to the Securities Act and applicable state securities laws.

We do not currently intend to register the old notes under the Securities Act. Under some circumstances, however, holders of the old notes, including holders whose old notes are or were ineligible to be exchanged in the exchange offer, may require us to file and cause to become effective, a shelf registration statement covering resales of old notes by these holders. For more information regarding the consequences of not tendering your old notes and our obligation to file a shelf registration statement, see “The Exchange Offer—Consequences of Exchanging or Failing to Exchange Old Notes.”

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SUMMARY DESCRIPTION OF THE NEW NOTES

The terms of the new notes and those of the outstanding old notes are substantially identical, except that the special mandatory redemption provisions, transfer restrictions and registration rights relating to the old notes do not apply to the new notes. For a more complete understanding of the new notes, see “Description of the New Notes.”

Issuer Express Scripts Holding Company

Notes offered Up to $900.0 million aggregate principal amount of 2.750% Senior Notes due 2014

Up to $1.0 billion aggregate principal amount of 2.100% Senior Notes due 2015

Up to $1.25 billion aggregate principal amount of 3.500% Senior Notes due 2016

Up to $1.5 billion aggregate principal amount of 2.650% Senior Notes due 2017

Up to $1.25 billion aggregate principal amount of 4.750% Senior Notes due 2021

Up to $1.0 billion aggregate principal amount of 3.900% Senior Notes due 2022

Up to $700.0 million aggregate principal amount of 6.125% Senior Notes due 2041

Maturity dates November 21, 2014 for the new 2014 notes.

February 12, 2015 for the new 2015 notes.

November 15, 2016 for the new 2016 notes.

February 15, 2017 for the new 2017 notes.

November 15, 2021 for the new 2021 notes.

February 15, 2022 for the new 2022 notes.

November 15, 2041 for the new 2041 notes.

Interest payment dates May 21 and November 21 of each year, beginning on November 21, 2012, for the new 2014 notes.

May 15 and November 15 of each year, beginning on November 15, 2012, for the new 2016 notes, the new 2021 notes and the new 2041 notes.

February 12 and August 12 of each year, beginning on February 12, 2013, for the new 2015 notes.

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February 15 and August 15 of each year, beginning on February 15, 2013, for the new 2017 notes and the new 2022 notes.

Interest rates The new 2014 notes will bear interest at 2.750% per year.

The new 2015 notes will bear interest at 2.100% per year.

The new 2016 notes will bear interest at 3.500% per year.

The new 2017 notes will bear interest at 2.650% per year.

The new 2021 notes will bear interest at 4.750% per year.

The new 2022 notes will bear interest at 3.900% per year.

The new 2041 notes will bear interest at 6.125% per year.

Guarantees All payments with respect to the new notes, including principal and interest, will be jointly and severally and fully and unconditionally guaranteed on a senior unsecured basis by certain of our 100% owned domestic subsidiaries, subject to certain customary automatic release provisions. See “Description of the New Notes—Guarantees.”

Ranking The new notes:

• will be our general unsecured obligations;

• will rank equally in right of payment with all our future senior indebtedness, but will be effectively subordinated to all of our future secured indebtedness to the extent of the value of the collateral that secures such indebtedness;

• will be senior in right of payment to all our future subordinated indebtedness;

• will be fully and unconditionally guaranteed on a senior unsecured basis by the Guarantors; and

• will be structurally subordinated to the obligations (including trade account payables) of our subsidiaries that are not Guarantors.

The guarantee of each Guarantor:

• will be a general unsecured obligation of such Guarantor;

• will rank equally in right of payment with all existing and future senior indebtedness of such Guarantor, but will be effectively subordinated to all of such Guarantor’s future secured indebtedness to the extent of the value of the collateral that secures such indebtedness; and

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• will be senior in right of payment to all existing and future subordinated indebtedness of such Guarantor.

Other than capital leases, we and the Guarantors do not currently have any secured indebtedness.

Optional redemption The new notes will be redeemable, at our option, in whole or in part at any time and from time to time, at the “make-whole” redemption prices described under “Description of the New Notes—Optional Redemption.”

Offer to repurchase upon change of control triggering event Upon the occurrence of a change of control triggering event with respect to any series of notes, we will be required to offer to repurchase such series of notes for cash at a price of 101% of the aggregate principal amount of the notes repurchased, plus accrued and unpaid interest.

Covenants The indenture governing the notes contains covenants that, among other matters, limit:

• our ability to consolidate with or merge with or into, or convey, transfer or lease all or substantially all of our properties and assets to, another person;

• our ability and the ability of certain of our subsidiaries to create or assume liens; and

• our ability and the ability of certain of our subsidiaries to engage in sale and leaseback transactions.

These covenants are subject to important exceptions and qualifications, which are described under the heading “Description of the New Notes—Covenants.”

Use of proceeds We will not receive any proceeds from the exchange offer. Any old notes that are properly tendered and exchanged pursuant to the exchange offer will be retired and cancelled.

No Prior Market The new notes generally will be freely transferable but will also be new securities for which there is no established market. Accordingly, a liquid market for the new notes may not develop or be maintained. We have not applied, and do not intend to apply, for the listing of the new notes on any exchange or automated dealer quotation system.

Risk Factors Tendering your old notes in the exchange offer involves risks. You should carefully consider the information set forth in this prospectus and, in particular, should evaluate the specific factors set forth in the section entitled “Risk Factors” for an explanation of certain risks of investing in the new notes before tendering any old notes. For a description of risks related to our industry and business, you should also evaluate the specific risk factors set forth in the section entitled

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“Risk Factors” in: (a) our Quarterly Reports on Form 10-Q for the quarters ended September 30, 2012, June 30, 2012 and March 31, 2012; (b) ESI’s Annual Report on Form 10-K for the year ended December 31, 2011; (c) Medco’s Annual Report on Form 10-K for the year ended December 31, 2011; and (d) other documents that we subsequently file with the SEC.

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RISK FACTORS

Participating in the exchange offer is subject to a number of risks. You should carefully consider the risks and uncertainties set forth below and the risks and uncertainties incorporated by reference in this prospectus, including the information included under “Risk Factors” in: (a) our Quarterly Reports on Form 10-Q for the quarters ended September 30, 2012, June 30, 2012 and March 31, 2012; (b) ESI’s Annual Report on Form 10-K for the year ended December 31, 2011; (c) Medco’s Annual Report on Form 10-K for the year ended December 31, 2011; and (d) other documents that we subsequently file with the SEC.

Risks Related to the Exchange Offer and Holding the New Notes

Holders who fail to exchange their old notes will continue to be subject to restrictions on transfer.

If you do not exchange your old notes for new notes in the exchange offer, you will continue to be subject to the restrictions on transfer of your old notes described in the legend on the certificates for your old notes. The restrictions on transfer of your old notes arise because we issued the old notes under exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, you may only offer or sell the old notes if they are registered under the Securities Act and applicable state securities laws, or offered and sold under an exemption from these requirements. We do not plan to register the old notes under the Securities Act. For further information regarding the consequences of not tendering your old notes in the exchange offer, see the discussion below under the caption “The Exchange Offer—Consequences of Exchanging or Failing to Exchange Old Notes.”

You must comply with the exchange offer procedures in order to receive freely tradable new notes.

Delivery of new notes in exchange for old notes tendered and accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the exchange agent of the following:

• certificates for old notes or a book-entry confirmation of a book-entry transfer of old notes into the Exchange Agent’s account at DTC, New York, New York, as depository;

• a completed and signed letter of transmittal (or facsimile thereof), with any required signature guarantees, or an agent’s message (as defined herein) in lieu of the letter of transmittal; and

• any other documents required by the letter of transmittal.

Therefore, holders of old notes who would like to tender old notes in exchange for new notes should be sure to allow enough time for the old notes to be delivered on time. We are not required to notify you of defects or irregularities in tenders of old notes for exchange. Old notes that are not tendered or that are tendered but we do not accept for exchange will, following consummation of the exchange offer, continue to be subject to the existing transfer restrictions under the Securities Act and, upon consummation of the exchange offer, certain registration and other rights under the registration rights agreement will terminate. See “The Exchange Offer—Exchange Offer Procedures” and “The Exchange Offer—Consequences of Exchanging or Failing to Exchange Old Notes.”

Some holders who exchange their old notes may be deemed to be underwriters and these holders will be required to comply with the registration and prospectus delivery requirements in connection with any resale transaction.

If you exchange your old notes in the exchange offer for the purpose of participating in a distribution of the new notes, you may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

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As a holding company, we will require cash from our subsidiaries to make payments on the notes.

We are a holding company and, as such our cash flow and our consequent ability to service our indebtedness, including the notes, will be dependent upon the earnings of our subsidiaries and the distribution of those earnings to us or upon the payment of funds to us by those subsidiaries. Moreover, our subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due pursuant to the notes (other than in respect of the guarantees of the notes by the Guarantors) or to make funds available to us. The payment of dividends and the making of loans and advances to us by our subsidiaries may be subject to contractual or statutory restrictions, will be contingent upon the earnings of those subsidiaries and will be subject to various business considerations. As a holding company, if we are unable to obtain cash from our subsidiaries, we may be unable to fund required payments in respect of the notes.

Upon a change of control triggering event with respect to a particular series of notes, we may not be able to repurchase all of such notes, which would result in a default under the notes.

Upon the occurrence of a change of control triggering event in respect of a particular series of notes, we will be required to offer to repurchase the notes of such series at a price of 101% of the aggregate principal amount of the notes repurchased plus accrued and unpaid interest. See “Description of the New Notes—Purchase of Notes Upon a Change of Control Triggering Event.” However, we may not have sufficient funds to repurchase such notes. In addition, our repurchase of notes may be limited by law or the terms of other agreements relating to our indebtedness. The failure to make such repurchase would result in a default under the notes. A change of control may also require us to make an offer to repurchase certain of our other indebtedness and may give rise to an event of default under our credit facilities. We may not have sufficient funds to repurchase all of the affected indebtedness and repay the amounts owing under our credit facilities.

The limited covenants in the indenture governing the notes and the terms of the notes will not provide protection against significant events that could adversely impact your investment in the notes.

The indenture governing the notes does not:

• require that we maintain any financial ratios or specific levels of net worth, revenues, income, cash flow or liquidity and, accordingly, does not protect holders of the notes in the event that we experience significant adverse changes in our financial condition or results of operations;

• restrict the ability of our subsidiaries to issue securities or otherwise incur indebtedness that would be senior to our equity interests in such subsidiaries;

• restrict our ability to repurchase or prepay our securities; or

• restrict our ability to make investments or to repurchase or pay dividends or make other payments in respect of our common stock or other securities ranking junior to the notes.

Furthermore, the definition of “change of control triggering event” in the indenture governing the notes contains only limited protections. We could engage in many types of transactions, such as certain acquisitions, refinancings or recapitalizations, that could substantially affect our capital structure and the value of the notes. The indenture also permits us to incur additional indebtedness, including secured indebtedness, that could effectively rank senior to the notes, and to engage in sale-leaseback arrangements, subject to certain limits.

As a result of the foregoing, when evaluating the terms of the notes, you should be aware that the terms of the indenture and the notes will not restrict our ability to engage in, or otherwise be a party to, a variety of corporate transactions, circumstances and events that could have an adverse impact on your investment in the notes.

16

The notes are unsecured.

The notes are unsecured. The indenture governing the notes does not restrict our ability to incur additional indebtedness, including secured indebtedness generally. Holders of any secured indebtedness will have claims that are prior to your claims as holders of the notes, to the extent of the value of the assets securing such indebtedness, in the event of any bankruptcy, liquidation or similar proceeding involving us.

The notes are structurally subordinated to all liabilities of our subsidiaries that do not guarantee the notes.

The notes will not be guaranteed by certain of our current and future subsidiaries, and under certain circumstances subsidiaries guaranteeing the notes may be released from their guarantees. See “Description of the New Notes—Guarantees.” Accordingly, claims of holders of the notes will be structurally subordinated to the claims of creditors of such non-Guarantor subsidiaries, including trade creditors. All obligations of such non-Guarantor subsidiaries will have to be satisfied before any of the assets of such subsidiaries would be available for distribution, upon a liquidation or otherwise, to us or a Guarantor of the notes. As of September 30, 2012, our non-Guarantor subsidiaries had an aggregate of approximately $739.1 million of liabilities outstanding.

Federal and state fraudulent transfer laws may permit a court to void the guarantees, and, if that occurs, you may not receive any payments on the new notes or in respect of such guarantees.

Federal and state fraudulent transfer and conveyance statutes may apply to the issuance of the new notes and the incurrence of the guarantees. Under federal bankruptcy law and comparable provisions of state fraudulent transfer or conveyance laws, which may vary from state to state, the new notes or guarantees could be voided as a fraudulent transfer or conveyance if (1) we or any of the Guarantors, as applicable, issued the new notes or incurred the guarantees with the intent of hindering, delaying or defrauding creditors or (2) we or any of the Guarantors, as applicable, received less than reasonably equivalent value or fair consideration in return for either issuing the new notes or incurring the guarantees and, in the case of (2) only, one of the following is also true at the time thereof:

• we or any of the Guarantors, as applicable, were insolvent or were rendered insolvent by reason of the issuance of the new notes or the incurrence of the guarantees;

• the issuance of the new notes or the incurrence of the guarantees left us or any of the Guarantors, as applicable, with an unreasonably small amount of capital to carry on the business;

• we or any of the Guarantors intended to, or believed that we or it would, incur debts beyond our or its ability to pay as they mature; or

• we or any of the Guarantors were a defendant in an action for money damages, or had a judgment for money damages docketed against us or it if, in either case, after final judgment, the judgment is unsatisfied.

If a court were to find that the issuance of the new notes or the incurrence of a guarantee was a fraudulent transfer or conveyance, the court could void the payment obligations under the new notes or such guarantee or further subordinate the new notes or such guarantee to our or the applicable Guarantors’ presently existing and future indebtedness, or require the holders of the new notes to repay any amounts received with respect to any such guarantee. If it is found that a fraudulent transfer or conveyance has occurred, you may not receive any repayment on the new notes or in respect of the applicable guarantee. Further, if the new notes are voided, it could result in an event of default with respect to our other debt that could result in acceleration of such debt.

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We cannot be certain of the standards that a court would use to determine whether or not we or the Guarantors were solvent at the relevant time or, regardless of the standard that a court uses, that the issuance of the new notes and the guarantees would not be further subordinated to our or the applicable Guarantors’ other debt. Generally, however, an entity would be considered insolvent if, at the time it incurred indebtedness:

• the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all its assets;

• the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

• it could not pay its debts as they become due.

Although each guarantee will contain a provision that the obligations of the applicable Guarantor under its note guarantee will be limited so as not to constitute a fraudulent conveyance or fraudulent transfer under applicable law, this provision may not be effective to protect the guarantee from being voided under fraudulent transfer law. In a recent Florida bankruptcy case unrelated to us, the enforceability of this provision was called into question.

There is no established trading market for the new notes and there is no guarantee that an active trading market for the new notes will develop. You may not be able to sell the new notes readily or at all.

The new notes are a new issue of securities and there is no established trading market for them. We do not intend to apply for the new notes to be listed on any securities exchange or to arrange for quotation on any automated dealer quotation system. You may not be able to sell your new notes at a particular time or at favorable prices. As a result, we cannot assure you as to the liquidity of any trading market for the new notes. Accordingly, you may be required to bear the financial risk of your investment in the new notes indefinitely. If a trading market were to develop, future trading prices of the new notes may be volatile and will depend on many factors, including:

• our operating performance and financial condition;

• the interest of securities dealers in making a market for the new notes; and

• the market for similar securities.

18

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Information we have included or incorporated by reference in this prospectus contains or may contain forward-looking statements. These forward-looking statements include, among others, statements of our plans, objectives, expectations (financial or otherwise) or intentions. Statements that include the words “expect,” “intend,” “plan,” “believe,” “project,” “anticipate,” “will,” “may,” “would” and similar statements of a future or forward-looking nature may be used to identify forward-looking statements.

Our forward-looking statements involve risks and uncertainties. Our actual results may differ significantly from those projected or suggested in any forward-looking statements. We do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Any number of factors could cause our actual results to differ materially from those contemplated by any forward-looking statements, including, but not limited to the factors listed below:

• our ability to remain profitable in a very competitive marketplace is dependent upon our ability to attract and retain clients while maintaining our margins, to differentiate our products and services from others in the marketplace, and to develop and cross-sell new products and services to our existing clients;

• our failure to anticipate and appropriately adapt to changes in the rapidly changing healthcare industry;

• changes in applicable laws or regulations, or their interpretation or enforcement, or the enactment of new laws or regulations, which apply to our business practices (past, present or future) or require us to spend significant resources in order to comply;

• unfavorable or uncertain economic conditions, including high rates of unemployment, diminished healthcare benefits, lower levels of consumer expenditures on healthcare related expenses, increased client demands with respect to pricing or service levels and disruptions in the credit markets;

• changes to the healthcare industry designed to manage healthcare costs or alter healthcare financing practices;

• the termination, or an unfavorable modification, of our relationship with one or more key pharmacy providers, or significant changes within the pharmacy provider marketplace;

• our failure to execute on, or other issues arising under, certain key client contracts;

• changes relating to our participation in Medicare Part D, the loss of Medicare Part D eligible members, or our failure to otherwise execute on our strategies related to Medicare Part D;

• our failure to effectively execute on strategic transactions, or to integrate or achieve anticipated benefits from any acquired businesses;

• the impact of our debt service obligations on the availability of funds for other business purposes, and the terms and our required compliance with covenants relating to our indebtedness;

• a failure in the security or stability of our technology infrastructure, or the infrastructure of one or more of our key vendors, or a significant failure or disruption in service within our operations or the operations of such vendors;

• the termination, or an unfavorable modification, of our relationship with one or more key pharmaceutical manufacturers, or the significant reduction in payments made or discounts provided by pharmaceutical manufacturers;

• changes in industry pricing benchmarks;

• results in pending and future litigation or other proceedings which would subject us to significant monetary damages or penalties and/or require us to change our business practices, or the costs incurred in connection with such proceedings;

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• our failure to attract and retain talented employees, or to manage succession and retention for our Chief Executive Officer or other key executives;

• uncertainty around realization of the anticipated benefits of the Mergers, including the expected amount and timing of cost savings and operating synergies and a delay or difficulty in integrating the businesses of ESI and Medco or in retaining clients of the respective companies;

• the impact of transaction and Merger-related costs on our financial results;

• uncertainty as to the long-term value of our common shares; and

• other risks described from time to time in our filings with the SEC.

These and other relevant factors and any other information included or incorporated by reference in this prospectus should be carefully considered when reviewing any forward-looking statement. Investors should understand that it is impossible to predict or identify all such factors or risks. As such, you should not consider either the foregoing list, or the risks identified in this prospectus and our other SEC filings, to be a complete discussion of all potential risks or uncertainties. See “Incorporation of Certain Documents by Reference.”

20

USE OF PROCEEDS

We will not receive any proceeds from the exchange offer. Any old notes that are properly tendered and exchanged pursuant to the exchange offer will be retired and cancelled.

21

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratio of earnings to fixed charges for the nine months ended September 30, 2012 and the years ended December 31, 2011, 2010, 2009, 2008 and 2007, respectively:

	Nine Months Ended September 30,		Year Ended December 31,
	2012		2011		2010		2009		2008		2007
	(Dollars in millions)
Ratio of Earnings to Fixed Charges(1)		3.9		7.5		11.6		7.4		14.8		9.0

(1) For purposes of determining the ratio of earnings to fixed charges, earnings represent income before income taxes and equity earnings from affiliates plus fixed charges. Fixed charges include interest expense and our estimate of the interest component of rent expense.

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SELECTED HISTORICAL AND UNAUDITED PRO FORMA CONDENSED COMBINED

FINANCIAL DATA

On July 20, 2011, ESI entered into a definitive merger agreement (the “Merger Agreement”) with Medco, which was amended by Amendment No. 1 thereto on November 7, 2011, providing for the combination of ESI and Medco under a new holding company, Express Scripts Holding Company. The transactions contemplated by the Merger Agreement were consummated on April 2, 2012. For financial reporting and accounting purposes, ESI was the acquirer of Medco. Our consolidated financial statements reflect the results of operations and financial position of ESI for all prior periods and through April 1, 2012. Accordingly, operating results for the historical periods prior to the Mergers may not be comparable to the historical periods following the Mergers and may not be predictive of future results.

The following historical statement of operations data and cash flows data for the years ended December 31, 2011, 2010, 2009, 2008 and 2007 and the historical balance sheet data as at December 31, 2011, 2010, 2009, 2008 and 2007 has been derived from the audited consolidated financial statements of ESI. The following historical statement of operations data and cash flows data for the nine months ended September 30, 2012 and 2011 and the historical balance sheet data as of September 30, 2012 has been derived from the unaudited condensed consolidated financial statements of Express Scripts Holding Company, for periods subsequent to the Mergers, and ESI, for periods prior to the Mergers. In our opinion, the interim financial data provided herein reflects all adjustments (consisting of normal and recurring adjustments) necessary for a fair statement of the data for the periods presented. Interim results are not necessarily indicative of the results to be expected for the entire fiscal year.

On December 1, 2009, ESI acquired the PBM business of WellPoint, Inc. See Note 3 in “Notes to Consolidated Financial Statements” in the audited consolidated financial statements of ESI for the fiscal year ended December 31, 2011, incorporated by reference in this prospectus. Results for the years ended December 31, 2009, 2008 and 2007 have been adjusted for the discontinued operations of our Phoenix Marketing Group line of business.

The following unaudited pro forma statement of operations data for the year ended December 31, 2011 and the nine months ended September 30, 2012 reflects the Mergers as if they had occurred on the first day of the earliest period presented. The unaudited pro forma condensed combined financial data presented below includes historical consolidated financial information of Medco that has been derived from Medco’s historical consolidated financial statements for the fiscal year ended December 31, 2011 and for the period beginning January 1, 2012 through March 31, 2012. As a result, the pro forma condensed combined financial data is based on certain assumptions and adjustments as discussed in the unaudited pro forma condensed combined financial statements and the accompanying notes incorporated by reference into this prospectus, including assumptions relating to the allocation of the consideration paid for the assets acquired and liabilities assumed, based on preliminary estimates of their fair value.

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You should read the selected historical and unaudited pro forma condensed combined financial data in conjunction with the consolidated financial statements and related management’s discussion and analysis of Express Scripts Holding Company, ESI and Medco incorporated by reference into this prospectus, as well as the unaudited pro forma condensed combined financial statements incorporated by reference into this prospectus. See “Documents Incorporated by Reference”.

	Pro Forma			Historical
	Nine Months Ended September 30,			Nine Months Ended September 30,
	2012			2012			2011
	(in millions)
Statement of operations data:
Revenues(1)	$	82,804.0		$	66,824.5		$	34,026.9
Cost of revenues(1)		76,680.1			61,745.1			31,661.5
Gross profit		6,123.9			5,079.4			2,365.4
Selling, general and administrative		4,102.2			3,220.7			628.6
Operating income		2,021.7			1,858.7			1,736.8
Other income (expense):
Undistributed gain from joint venture		9.4			9.4			—
Interest income and other income		7.6			6.0			7.8
Interest expense		(564.3	)		(463.1	)		(184.3	)
Income before income taxes		1,474.4			1,411.0			1,560.3
Provision for income taxes		618.6			602.2			574.9
Net income	$	855.8		$	808.8		$	985.4

	Pro Forma			Historical
	Year Ended December 31,			Year Ended December 31,
	2011			2011			2010			2009(2)			2008(3)			2007(4)
	(in millions)
Statement of operations data:
Revenues(1)	$	116,048.1		$	46,128.3		$	44,973.2		$	24,722.3		$	21,941.2		$	21,788.9
Cost of revenues(1)		108,047.4			42,918.4			42,015.0			22,298.3			19,910.6			20,039.2
Gross profit		8,000.7			3,209.9			2,958.2			2,424.0			2,030.6			1,749.7
Selling, general and administrative		4,770.9			898.2			887.3			926.5			756.3			693.4
Operating income		3,229.8			2,311.7			2,070.9			1,497.5			1,274.3			1,056.3
Other income (expense):
Non-operating charges, net		—			—			—			—			(2.0	)		(18.6	)
Undistributed loss from joint venture		—			—			—			—			(0.3	)		(1.3	)
Interest income and other income		11.1			12.4			4.9			5.3			13.0			12.2
Interest expense		(877.2	)		(299.7	)		(167.1	)		(194.4	)		(77.6	)		(108.4	)
Income before income taxes		2,363.7			2,024.4			1,908.7			1,308.4			1,207.4			940.2
Provision for income taxes		896.4			748.6			704.1			481.8			431.5			342.2
Net income from continuing operations		1,467.3			1,275.8			1,204.6			826.6			775.9			598.0
Net (loss) income from discontinued operations, net of tax		—			—			(23.4	)		1.0			0.2			(30.2	)
Net income	$	1,467.3		$	1,275.8		$	1,181.2		$	827.6		$	776.1		$	567.8

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	Historical
	September 30, 2012		December 31,
			2011		2010		2009(2)		2008(3)		2007(4)
	(in millions)
Balance sheet data:
Cash and cash equivalents	$	1,248.4	$	5,620.1	$	523.7	$	1,070.4	$	530.7	$	434.7
Receivables, net		5,720.3		1,915.7		1,720.9		2,516.4		1,155.9		1,184.6
Total current assets		9,432.5		8,058.0		2,941.3		4,143.5		2,043.8		1,967.8
Total assets		57,307.7		15,607.0		10,557.8		11,931.2		5,509.2		5,256.4
Total liabilities		34,562.8		13,133.3		6,951.2		8,379.4		4,431.0		4,560.0
Total stockholders’ equity		22,744.9		2,473.7		3,606.6		3,551.8		1,078.2		696.4

	Historical
	Nine Months Ended September 30,						Year Ended December 31,
	2012			2011			2011			2010			2009(2)			2008(3)			2007(4)
	(in millions)
Cash flow data:(5)
Net cash provided by operating activities	$	2,049.4		$	1,659.9		$	2,192.0		$	2,105.1		$	1,752.0		$	1,091.1		$	841.4
Net cash used in investing activities		(10,374.3	)		(89.6	)		(123.9	)		(145.1	)		(4,820.5	)		(318.6	)		(52.6	)
Net cash provided by (used in) financing activities		3,950.7			(1,028.3	)		3,030.5			(2,523.0	)		3,587.0			(680.4	)		(469.7	)

	Historical
	Nine Months Ended September 30,				Year Ended December 31,
	2012		2011		2011			2010			2009(2)			2008(3)			2007(4)
	(in millions, except ratios, percentages and per claim data)
Other data:
Adjusted EBITDA from continuing operations(6)	$	3,770.5	$	1,944.6	$	2,657.6		$	2,408.2		$	1,692.8		$	1,368.4		$	1,178.1
Adjusted EBITDA from continuing operations per adjusted claim(6)(7)		3.79		3.49		3.54			3.19			3.19			2.70			2.32
Total adjusted claims(7)(8)		996.0		556.6		751.5			753.9			530.6			506.3			507.0
ROIC(9)		—		—		18.3	%		20.5	%		18.9	%		27.5	%		23.7	%

(1) Includes retail pharmacy co-payments.

(2) Includes the acquisition of the PBM business from WellPoint, Inc., effective December 1, 2009.

(3) Includes the acquisition of Medical Services Company, effective July 22, 2008.

(4) Includes the acquisition of ESI HRA, LLC (formerly known as ConnectYourCare), effective October 10, 2007.

(5) Cash flow amounts are from continuing operations.

(6) Adjusted EBITDA from continuing operations is earnings before other income (expense), interest, taxes, depreciation and amortization, or is alternatively calculated as operating income plus depreciation and amortization adjusted for the items set forth below. Adjusted EBITDA from continuing operations is presented because it is a widely accepted indicator of a company’s ability to service indebtedness and is frequently used to evaluate a company’s performance. We calculate and use Adjusted EBITDA from continuing operations as an indicator of our ability to generate cash from our reported operating results. This measurement is used in concert with net income and cash flows from operations, which measure actual cash generated in the period. In addition, Adjusted EBITDA from continuing operations is a supplemental measurement used by analysts and investors to help evaluate overall operating performance and our ability to incur and service debt and make capital expenditures. We have calculated Adjusted EBITDA from continuing operations excluding certain charges recorded each year, as these charges are not considered an indicator of ongoing company performance. Adjusted EBITDA from continuing operations per adjusted claim is calculated by dividing Adjusted EBITDA

25

from continuing operations by the adjusted claim volume for the period. This measure is used as an indicator of Adjusted EBITDA from continuing operations performance on a per-unit basis, providing insight into the cash-generating potential of each claim. Adjusted EBITDA from continuing operations, and as a result, Adjusted EBITDA from continuing operations per adjusted claim, are affected by the changes in claim volumes between retail and mail-order, the relative representation of brand-name, generic and specialty pharmacy drugs, as well as the level of efficiency in the business.

Adjusted EBITDA from continuing operations and Adjusted EBITDA from continuing operations per adjusted claim should not be considered as alternatives to net income, as measures of operating performance, as alternatives to cash flow, as measures of liquidity, or as substitutes for any other measure computed in accordance with accounting principles generally accepted in the United States (“GAAP”). In addition, our definitions and calculations of EBITDA from continuing operations, Adjusted EBITDA from continuing operations and Adjusted EBITDA from continuing operations per adjusted claim may not be comparable to that used by other companies.

The following is a reconciliation of net income from continuing operations to Adjusted EBITDA from continuing operations. We believe net income from continuing operations is the most directly comparable measure calculated under GAAP.

	Historical
	Nine Months Ended September 30,					Year Ended December 31,
	2012			2011		2011		2010			2009			2008		2007
	(in millions)
Net income from continuing operations	$	808.8		$	985.4	$	1,275.8	$	1,204.6		$	826.6		$	775.9	$	598.0
Income taxes		602.2			574.9		748.6		704.1			481.8			431.5		342.2
Depreciation and amortization		1,292.0			187.5		253.4		244.7			106.7			94.1		94.2
Interest expense, net		457.1			176.5		287.3		162.2			189.1			64.6		96.2
Undistributed (gain) loss from joint venture		(9.4	)		—		—		—			—			0.3		1.3
Non-operating charges, net		—			—		—		—			—			2.0		18.6
EBITDA from continuing operations		3,150.7			1,924.3		2,565.1		2,315.6			1,604.2			1,368.4		1,150.5
Adjustments to EBITDA from continuing operations
Transaction and integration costs		619.8			20.3		62.5		122.6			68.6			—		—
Accrual related to client contractual dispute		—			—		30.0		—			—			—		—
Benefit related to client contract amendment		—			—		—		(30.0	)		—			—		—
Legal settlement		—			—		—		—			35.0			—		6.0
Benefit from insurance recovery		—			—		—		—			(15.0	)		—		—
Bad debt charges in specialty distribution line of business		—			—		—		—			—			—		21.5
Inventory charges in specialty distribution line of business		—			—		—		—			—			—		9.1
Settlement of contractual item with supply chain vendor		—			—		—		—			—			—		(9.0	)
Adjusted EBITDA from continuing operations	$	3,770.5		$	1,944.6	$	2,657.6	$	2,408.2		$	1,692.8		$	1,368.4	$	1,178.1

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(7) Total adjusted claims represent network claims plus home delivery claims, which are multiplied by three, as home delivery claims are typically 90-day claims and network claims are generally 30-day claims.

(8) Prior to the Merger, ESI and Medco had historically used slightly different methodologies to report claims; however, we believe the differences between the claims reported by ESI and Medco would not be material had the same methodology applied. We have since combined these two approaches into one methodology that we will use going forward. This change was made prospectively beginning April 2, 2012. We have not restated the number of claims in prior periods, because the differences are not material.

(9) ROIC, or return on invested capital, is after-tax operating income, as adjusted by certain non-recurring items, as a percentage of average invested capital. We present ROIC on an annual basis only. ROIC is presented because we believe it is a widely accepted indicator of a company’s historical performance and is frequently used to measure the profitability of a company as a proportion of the total capital invested in the business. ROIC, however, should not be considered as an alternative to net income, as a measure of operating performance, as an alternative to cash flow, as a measure of liquidity or as a substitute for any other measure computed in accordance with GAAP. In addition, our definition and calculation of ROIC may not be comparable to that used by other companies. Our calculation of ROIC is set forth in the following table.

	Historical
	Year Ended December 31,
	2011			2010			2009			2008			2007
	(in millions)
Calculation of adjusted after-tax operating income:
Operating income as reported	$	2,311.7		$	2,070.9		$	1,497.5		$	1,274.3		$	1,056.3
Adjustment for non-recurring items(i)		247.2			247.3			132.8			40.4			32.1
Income tax(ii)		(946.8	)		(855.4	)		(600.0	)		(469.3	)		(396.6	)
Adjusted after-tax operating income	$	1,612.1		$	1,462.8		$	1,030.3		$	845.4		$	691.8
Calculation of average invested capital—end of period:
Stockholders’ equity	$	2,473.7		$	3,606.6		$	3,551.8		$	1,078.2		$	696.4
Interest bearing liabilities		8,076.3			2,493.8			3,832.6			1,760.3			2,020.4
Long-term deferred income taxes, net		546.5			448.9			368.8			313.8			278.6
Invested capital	$	11,096.5		$	6,549.3		$	7,753.2		$	3,152.3		$	2,995.4
Average invested capital(iii)	$	8,822.9		$	7,151.3		$	5,452.8		$	3,073.9		$	2,914.0
ROIC		18.3	%		20.5	%		18.9	%		27.5	%		23.7	%

(i) Operating income is adjusted for non-recurring items and amortization of intangible assets, as these items are not considered an indicator of ongoing company performance.

(ii) The tax rate applied is the effective tax rate on adjusted operating income, which was 37.0%, 36.9%, 36.8%, 35.7% and 36.4% in fiscal years 2011, 2010, 2009, 2008 and 2007, respectively.

(iii) Average invested capital for each respective period is the average of the invested capital at the end of the period and the invested capital at the beginning of the period. Invested capital at the beginning of the 2007 fiscal year was $2,832.5 and consisted of $1,124.9 of stockholders’ equity, $1,450.5 of interest bearing liabilities and $257.1 of long-term deferred income taxes, net.

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THE EXCHANGE OFFER

Terms of the Exchange Offer; Period for Tendering Old Notes

Subject to terms and conditions detailed in this prospectus, we will accept for exchange old notes which are properly tendered on or prior to the expiration date and not withdrawn as permitted below. As used herein, the term “expiration date” means 5:00 p.m., New York City time, on                     , 2012. We may, however, in our sole discretion, extend the period of time during which the exchange offer is open. The term “expiration date” means the latest time and date to which the exchange offer is extended.

As of the date of this prospectus, $900 million aggregate principal amount of old 2014 notes, $1.0 billion aggregate principal amount of old 2015 notes, $1.25 billion aggregate principal amount of old 2016 notes, $1.5 billion aggregate principal amount of old 2017 notes, $1.25 billion aggregate principal amount of old 2021 notes, $1.0 billion aggregate principal amount of old 2022 notes and $700 million aggregate principal amount of the old 2041 notes are outstanding.

We expressly reserve the right, at any time, to extend the period of time during which the exchange offer is open, and delay acceptance for exchange of any old notes, by giving oral or written notice of such extension to the holders thereof as described below. During any such extension, all old notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us. Any old notes not accepted for exchange for any reason will be returned without expense to the tendering holder as promptly as practicable after the expiration or termination of the exchange offer.

Old notes tendered in the exchange offer must be in denominations of principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000.

We expressly reserve the right to amend or terminate the exchange offer, and not to accept for exchange any old notes, upon the occurrence of any of the events specified under “—Conditions to the Exchange Offer.” We will give oral or written notice of any extension, amendment, non-acceptance or termination to the holders of the old notes as promptly as practicable. Such notice, in the case of any extension, will be issued by means of a press release or other public announcement no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

Exchange Offer Procedures

The tender to us of old notes by you as set forth below and our acceptance of the old notes will constitute a binding agreement between us and you upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal. Except as set forth below, to tender old notes for exchange pursuant to the exchange offer, you must transmit a properly completed and duly executed letter of transmittal, including all other documents required by such letter of transmittal or, in the case of a book-entry transfer, an agent’s message in lieu of such letter of transmittal, to Wells Fargo Bank, National Association, as exchange agent, at the address set forth below under “—Exchange Agent” on or prior to the expiration date. In addition, either:

• certificates for such old notes must be received by the exchange agent along with the letter of transmittal; or

• a timely confirmation of a book-entry transfer, which we refer to as a book-entry confirmation, of such old notes, if such procedure is available, into the exchange agent’s account at DTC pursuant to the procedure for book-entry transfer must be received by the exchange agent, prior to the expiration date, with the letter of transmittal or an agent’s message in lieu of such letter of transmittal.

The term “agent’s message” means a message, transmitted by DTC to and received by the exchange agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment

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from the tendering participant stating that such participant has received and agrees to be bound by the letter of transmittal and that we may enforce such letter of transmittal against such participant. The method of delivery of old notes, letters of transmittal and all other required documents is at your election and risk. If such delivery is by mail, it is recommended that you use registered mail, properly insured, with return receipt requested. In all cases, you should allow sufficient time to assure timely delivery. No letter of transmittal or old notes should be sent to us.

Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed unless the old notes surrendered for exchange are tendered:

• by a holder of the old notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal, or

• for the account of an eligible institution (as defined below).

In the event that signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, such guarantees must be by a firm which is a member of the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange Medallion Program (each such entity being hereinafter referred to as an eligible institution). If old notes are registered in the name of a person other than the signer of the letter of transmittal, the old notes surrendered for exchange must be endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as we or the exchange agent determine in our sole discretion, duly executed by the registered holders with the signature thereon guaranteed by an eligible institution.

We or the exchange agent in our or its sole discretion will make a final and binding determination on all questions as to the validity, form, eligibility (including time of receipt) and acceptance of old notes tendered for exchange. We reserve the absolute right to reject any and all tenders of any particular old note not properly tendered or to not accept any particular old note which acceptance might, in our judgment or our counsel’s, be unlawful. We also reserve the absolute right to waive any defects or irregularities or conditions of the exchange offer as to any particular old note either before or after the expiration date (including the right to waive the ineligibility of any holder who seeks to tender old notes in the exchange offer). Our or the exchange agent’s interpretation of the terms and conditions of the exchange offer as to any particular old note either before or after the expiration date (including the letter of transmittal and the instructions thereto) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes for exchange must be cured within a reasonable period of time, as we determine. We are not, nor is the exchange agent or any other person, under any duty to notify you of any defect or irregularity with respect to your tender of old notes for exchange, and no one will be liable for failing to provide such notification.

If the letter of transmittal is signed by a person or persons other than the registered holder or holders of old notes, such old notes must be endorsed or accompanied by powers of attorney signed exactly as the name(s) of the registered holder(s) that appear on the old notes and the signatures must be guaranteed by an eligible institution.

If the letter of transmittal or any old notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing. Unless waived by us or the exchange agent, proper evidence satisfactory to us of their authority to so act must be submitted with the letter of transmittal.

By tendering old notes, you represent to us, among other things, that you are not our “affiliate,” as defined under Rule 405 under the Securities Act, that the new notes acquired pursuant to the exchange offer are being obtained in the ordinary course of business of the person receiving such new notes, whether or not such person is the holder, that neither the holder nor such other person has any arrangement or understanding with any person to

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participate in the distribution of the new notes, and that you are not holding old notes that have, or are reasonably likely to have, the status of an unsold allotment in the initial offering. In the case of a holder that is not a broker-dealer, that holder, by tendering, will also represent to us that the holder is not engaged in, and does not intend to engage in, a distribution of the new notes. However, any purchaser of old notes who is our affiliate who intends to participate in the exchange offer for the purpose of distributing the new notes or a broker-dealer that acquired old notes in a transaction other than as part of its trading or market-making activities and who has arranged or has an understanding with any person to participate in the distribution of the old notes:

• cannot rely on the applicable interpretations of the staff of the SEC;

• will not be entitled to participate in the exchange offer; and

• must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

Each broker-dealer that receives new notes for its own account in exchange for old notes, where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. See “Plan of Distribution.” The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Acceptance of Old Notes for Exchange; Delivery of New Notes

Upon satisfaction or waiver of all of the conditions to the exchange offer, we will accept, promptly after the expiration date, all old notes properly tendered and will issue the new notes promptly after acceptance of the old notes. See “—Conditions to the Exchange Offer.” For purposes of the exchange offer, we will be deemed to have accepted properly tendered old notes for exchange if and when we give oral (confirmed in writing) or written notice to the exchange agent.

The holder of each old note accepted for exchange will receive a new note in the amount equal to the surrendered old note. Holders of new notes on the relevant record date for the first interest payment date following the consummation of the exchange offer will receive interest accruing from the most recent date to which interest has been paid on the old notes. Holders of new notes will not receive any payment in respect of accrued interest on old notes otherwise payable on any interest payment date, the record date for which occurs on or prior to the consummation of the exchange offer.

In all cases, issuance of new notes for old notes that are accepted for exchange will be made only after timely receipt by the exchange agent of:

• certificates for such old notes or a timely book-entry confirmation of such old notes into the exchange agent’s account at DTC;

• a properly completed and duly executed letter of transmittal or an agent’s message in lieu thereof; and

• all other required documents.

If any tendered old notes are not accepted for any reason set forth in the terms and conditions of the exchange offer or if old notes are submitted for a greater principal amount than the holder desires to exchange, such unaccepted or non-exchanged old notes will be returned without expense to the tendering holder (or, in the case of old notes tendered by book entry transfer into the exchange agent’s account at DTC pursuant to the book-entry procedures described below, such non-exchanged old notes will be credited to an account maintained with DTC as promptly as practicable after the expiration or termination of the exchange offer).

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Book-Entry Transfers

For purposes of the exchange offer, the exchange agent will request that an account be established with respect to the old notes at DTC within two business days after the date of this prospectus, unless the exchange agent has already established an account with DTC suitable for the exchange offer. Any financial institution that is a participant in DTC may make book-entry delivery of old notes by causing DTC to transfer such old notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer. Although delivery of old notes may be effected through book-entry transfer at DTC, the letter of transmittal or facsimile thereof or an agent’s message in lieu thereof, with any required signature guarantees and any other required documents, must, in any case, be transmitted to and received by the exchange agent at one of the addresses set forth under “—Exchange Agent” on or prior to the expiration date.

Withdrawal Rights

You may withdraw your tender of old notes at any time prior to the expiration date. To be effective, a written notice of withdrawal must be received by the exchange agent at one of the addresses set forth under “—Exchange Agent.” This notice must specify:

• the name of the person having tendered the old notes to be withdrawn;

• the old notes to be withdrawn (including the principal amount of such old notes); and

• where certificates for old notes have been transmitted, the name in which such old notes are registered, if different from that of the withdrawing holder.

If certificates for old notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of such certificates, the withdrawing holder must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an eligible institution, unless such holder is an eligible institution. If old notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn old notes and otherwise comply with the procedures of DTC.

We or the exchange agent will make a final and binding determination on all questions as to the validity, form and eligibility (including time of receipt) of such notices. Any old notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any old notes tendered for exchange but not exchanged for any reason will be returned to the holder without cost to such holder (or, in the case of old notes tendered by book-entry transfer into the exchange agent’s account at DTC pursuant to the book-entry transfer procedures described above, such old notes will be credited to an account maintained with DTC for the old notes as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer). Properly withdrawn old notes may be retendered by following one of the procedures described under “—Exchange Offer Procedures” above at any time on or prior to the expiration date.

Conditions to the Exchange Offer

Notwithstanding any other provision of the exchange offer, we are not required to accept for exchange, or to issue new notes in exchange for, any old notes and may terminate or amend the exchange offer, if any of the following events occur prior to acceptance of such old notes:

(1) the exchange offer violates any applicable law or applicable interpretation of the staff of the SEC;

(2) there is threatened, instituted or pending any action or proceeding before, or any injunction, order or decree has been issued by, any court or governmental agency or other governmental regulatory or administrative agency or commission,

• seeking to restrain or prohibit the making or consummation of the exchange offer or any other transaction contemplated by the exchange offer, or assessing or seeking any damages as a result thereof, or

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• resulting in a material delay in our ability to accept for exchange or exchange some or all of the old notes pursuant to the exchange offer;

(3) any statute, rule, regulation, order or injunction has been sought, proposed, introduced, enacted, promulgated or deemed applicable to the exchange offer or any of the transactions contemplated by the exchange offer by any government or governmental authority, domestic or foreign, or any action has been taken, proposed or threatened, by any government, governmental authority, agency or court, domestic or foreign, that in our sole judgment might, directly or indirectly, result in any of the consequences referred to in clauses (1) or (2) above or, in our reasonable judgment, might result in the holders of new notes having obligations with respect to resales and transfers of new notes which are greater than those described in the interpretation of the SEC referred to on the cover page of this prospectus, or would otherwise make it inadvisable to proceed with the exchange offer; or

(4) there has occurred:

• any general suspension of or general limitation on prices for, or trading in, our securities on any national securities exchange or in the over-the-counter market,

• any limitation by a governmental agency or authority which may adversely affect our ability to complete the transactions contemplated by the exchange offer,

• a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or any limitation by any governmental agency or authority which adversely affects the extension of credit, or

• a commencement of a war, armed hostilities or other similar international calamity directly or indirectly involving the United States, or, in the case of any of the foregoing existing at the time of the commencement of the exchange offer, a material acceleration or worsening thereof;

which in our reasonable judgment in any case, and regardless of the circumstances (including any action by us) giving rise to any such condition, makes it inadvisable to proceed with the exchange offer and/or with such acceptance for exchange or with such exchange.

The foregoing conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any condition or may be waived by us in whole or in part at any time in our reasonable discretion. Our failure at any time to exercise any of the foregoing rights will not be deemed a waiver of any such right and each such right will be deemed an ongoing right which may be asserted at any time.

In addition, we will not accept for exchange any old notes tendered, and no new notes will be issued in exchange for any such old notes, if at such time any stop order is threatened or in effect with respect to the registration statement, of which this prospectus constitutes a part, or the qualification of the indenture under the Trust Indenture Act.

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Exchange Agent

We have appointed Wells Fargo Bank, National Association as the exchange agent for the exchange offer. All executed letters of transmittal should be directed to the exchange agent at the addresses set forth below. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent addressed as follows:

Wells Fargo Bank, National Association, Exchange Agent

By Registered or Certified Mail: Wells Fargo Bank, National Association Corporate Trust Operations MAC N9303-121 PO Box 1517 Minneapolis, MN 55480	By Regular Mail or Overnight Courier: Wells Fargo Bank, National Association Corporate Trust Operations MAC N9303-121 Sixth & Marquette Avenue Minneapolis, MN 55479
By Facsimile: (612) 667-6282	In Person by Hand Only: Wells Fargo Bank, National Association 12th Floor—Northstar East Building Corporate Trust Operations 680 Second Avenue South Minneapolis, MN 55479

For Information or Confirmation by Telephone:

(800) 344-5128

DELIVERY OF THE LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF SUCH LETTER OF TRANSMITTAL VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY OF THE LETTER OF TRANSMITTAL.

Fees and Expenses

The principal solicitation is being made by mail by Wells Fargo Bank, National Association, as exchange agent. We will pay the exchange agent customary fees for its services, reimburse the exchange agent for its reasonable out-of-pocket expenses incurred in connection with the provision of these services and pay other registration expenses, including fees and expenses of the trustee under the indenture relating to the new notes, filing fees, blue sky fees and printing and distribution expenses. We will not make any payment to brokers, dealers or others soliciting acceptances of the exchange offer.

Additional solicitation may be made by telephone, facsimile or in person by our and our affiliates’ officers and regular employees and by persons so engaged by the exchange agent.

Accounting Treatment

We will record the new notes at the same carrying value as the old notes, as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes. The expenses of the exchange offer will be expensed as incurred.

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Transfer Taxes

Holders who tender their old notes for exchange will not be obligated to pay any related transfer taxes, except that holders who instruct us to register new notes in the name of, or request that old notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer taxes.

Consequences of Exchanging or Failing to Exchange Old Notes

If you do not exchange your old notes for new notes in the exchange offer, your old notes will continue to be subject to the provisions of the indenture relating to the old notes regarding transfer and exchange of the old notes and the restrictions on transfer of the old notes described in the legend on your certificates. These transfer restrictions are required because the old notes were issued under an exemption from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, the old notes may not be offered or sold unless registered under the Securities Act, except under an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not plan to register the old notes under the Securities Act. Based on interpretations by the staff of the SEC, as set forth in no-action letters issued to third parties, we believe that the new notes you receive in the exchange offer may be offered for resale, resold or otherwise transferred without compliance with the registration and prospectus delivery provisions of the Securities Act. However, you will not be able to freely transfer the new notes, and, to the extent described below, you will not be entitled to participate in the exchange offer if:

• you are our “affiliate,” as defined in Rule 405 under the Securities Act;

• you are not acquiring the new notes in the exchange offer in the ordinary course of your business;

• you have an arrangement or understanding with any person to participate in the distribution, as defined in the Securities Act, of the new notes you will receive in the exchange offer; or

• you are holding old notes that have, or are reasonably likely to have, the status of an unsold allotment in the initial offering.

We do not intend to request the SEC to consider, and the SEC has not considered, the exchange offer in the context of a similar no-action letter. As a result, we cannot guarantee that the staff of the SEC would make a similar determination with respect to the exchange offer as in the circumstances described in the no action letters discussed above. Each holder, other than a broker-dealer, must acknowledge that it is not engaged in, and does not intend to engage in, a distribution of new notes and has no arrangement or understanding to participate in a distribution of new notes. If you are our affiliate, are engaged in or intend to engage in a distribution of the new notes or have any arrangement or understanding with respect to the distribution of the new notes you will receive in the exchange offer, you may not rely on the applicable interpretations of the staff of the SEC, you will not be entitled to participate in the exchange offer and you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. If you are a participating broker-dealer, you must acknowledge that you will deliver a prospectus in connection with any resale of the new notes. In addition, to comply with state securities laws, you may not offer or sell the new notes in any state unless they have been registered or qualified for sale in that state or an exemption from registration or qualification is available and is complied with. The offer and sale of the new notes to “qualified institutional buyers” (as defined in Rule 144A of the Securities Act) is generally exempt from registration or qualification under state securities laws. We do not plan to register or qualify the sale of the new notes in any state where an exemption from registration or qualification is required and not available.

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DESCRIPTION OF THE NEW NOTES

The 2.750% Senior Notes due 2014 (the “new 2014 notes”), the 2.100% Senior Notes due 2015 (the “new 2015 notes”), the 3.500% Senior Notes due 2016 (the “new 2016 notes”), the 2.650% Senior Notes due 2017 (the “new 2017 notes”), the 4.750% Senior Notes due 2021 (the “new 2021 notes”), the 3.900% Senior Notes due 2022 (the “new 2022 notes”) and the 6.125% Senior Notes due 2041 (the “new 2041 notes” and, together with the new 2014 notes, the new 2015 notes, the new 2016 notes, the new 2017 notes, the new 2021 notes and the new 2022 notes, the “new notes”) will be issued under and governed by an indenture, among Express Scripts Holding Company, ESI, certain of our domestic wholly owned subsidiaries and Wells Fargo Bank, National Association, as trustee, dated as of November 21, 2011, and supplemented by supplemental indentures in respect of each series of notes (as so supplemented, the “indenture”). This is the same indenture under which the old notes were issued. References to the “old notes” refer to the notes in exchange for which the new notes are being offered. References to the “notes” refer to the new notes and the old notes, collectively. Any old notes of a series that remain outstanding after the completion of the exchange offer, together with the new notes of such series issued in the exchange offer, will be treated as a single class of securities under the indenture. The following description is subject to, and is qualified in its entirety by reference to, the indenture. Unless otherwise defined herein, capitalized terms used in the following description are defined in the indenture. As used in the following description, the terms “we,” “us,” “our” and “Express Scripts” refer to Express Scripts Holding Company and not to any of its subsidiaries, unless the context requires otherwise.

We urge you to read the indenture (including definitions of terms used therein) because it, and not this description, defines your rights as a beneficial holder of the new notes. The following description of material terms of the indenture and the new notes is a summary only and does not purport to be complete. This description is subject to, and qualified in its entirety by reference to, the actual provisions of the new notes and the indenture. For information about how to obtain copies of the indenture from us, see “Where You Can Find More Information.”

General

The new 2014 notes will be initially limited to $900.0 million aggregate principal amount and will mature on November 21, 2014. The new 2015 notes will be initially limited to $1.0 billion aggregate principal amount and will mature on February 12, 2015. The new 2016 notes will be initially limited to $1.25 billion aggregate principal amount and will mature on November 15, 2016. The new 2017 notes will be initially limited to $1.5 billion aggregate principal amount and will mature on February 15, 2017. The new 2021 notes will be initially limited to $1.25 billion aggregate principal amount and will mature on November 15, 2021. The new 2022 notes will be initially limited to $1.0 billion aggregate principal amount and will mature on February 15, 2022. The new 2041 notes will be initially limited to $700.0 million aggregate principal amount and will mature on November 15, 2041. We may, without the consent of the holders of the applicable series of notes, increase such principal amounts in the future, on the same terms and conditions as the notes of the applicable series (except for the issue date, issue price and, in some cases, the first interest payment date). All new notes will be issued only in fully registered form without coupons in minimum denominations of $2,000 and any integral multiple of $1,000.

The new notes will be our senior unsecured obligations and will rank equally with all of our other existing and future senior unsecured indebtedness. The new notes will be jointly and severally and fully and unconditionally guaranteed by certain of our domestic wholly owned subsidiaries, including ESI and Medco and certain of their respective domestic wholly owned subsidiaries. Our domestic wholly owned subsidiaries that will guarantee the new notes are collectively referred to herein as the “Guarantors.”

The new notes will be effectively subordinated to any secured indebtedness that we and the Guarantors may have or incur in the future to the extent of the collateral securing the same and will be structurally subordinated to the obligations (including trade accounts payable) of our subsidiaries that do not guarantee the new notes. At

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September 30, 2012, we and our consolidated subsidiaries had approximately $17,124.9 million of senior unsecured indebtedness and no secured indebtedness. At September 30, 2012, our subsidiaries that will not guarantee the new notes had approximately $739.1 million of liabilities.

The indenture will not contain any covenants or provisions that would afford the holders of the new notes protection in the event of a highly leveraged or other transaction that is not in the best interests of noteholders, except to the limited extent described below under “—Covenants.”

Guarantees

The new notes will be jointly and severally and fully and unconditionally guaranteed by our domestic wholly owned subsidiaries that currently guarantee the old notes, subject to certain customary automatic release provisions.

In addition, the new notes will be guaranteed by certain of our subsidiaries under the circumstances described under “—Covenants—Additional Guarantors,” including any such subsidiary that becomes a guarantor of obligations under our $4.0 billion unsecured term loan facility (the “Term Loan Facility”) or our $1.5 billion revolving loan facility (the “Revolving Loan Facility” and together with the Term Loan Facility, the “Facilities”). Unless the context otherwise requires, for all purposes of the indenture and this “Description of the New Notes,” references to the Guarantors include any such additional guarantors.

Each Guarantor’s guarantee of the new notes:

• will be a general unsecured obligation of that Guarantor;

• will be pari passu in right of payment with all existing and future senior indebtedness of that Guarantor, but will be effectively subordinated to all of that Guarantor’s future secured indebtedness to the extent of the value of the collateral that secures such indebtedness; and

• will be senior in right of payment to all existing and future subordinated indebtedness of that Guarantor.

Not all of our subsidiaries will guarantee the new notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor subsidiaries, the non-guarantor subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to us. As of September 30, 2012, our subsidiaries that will not guarantee the new notes had approximately $739.1 million of liabilities and held approximately 1.5% of our assets and those of our consolidated subsidiaries. For the nine months ended September 30, 2012, our subsidiaries that will not guarantee the new notes generated approximately 0.6% of our consolidated total revenues and approximately 5.9% of our consolidated operating income.

The obligations of each Guarantor will be limited as necessary to prevent the guarantees from constituting a fraudulent conveyance under applicable law. If a guarantee is rendered voidable, it could be subordinated by a court to all other indebtedness (including guarantees and other contingent liabilities) of the Guarantor, and, depending on the amount of such indebtedness, a Guarantor’s liability on its guarantee could be reduced to zero. See “Risk Factors—Risks Related to the Exchange Offer and Holding the New Notes—Federal and state fraudulent transfer laws may permit a court to void the guarantees, and, if that occurs, you may not receive any payments on the new notes or in respect of such guarantees.”

The indenture provides for the release of all or some of the guarantees of the Guarantors in certain circumstances, including:

• all or substantially all of the equity interests or assets of such Guarantor are sold, transferred or otherwise disposed of, other than to us, one of our subsidiaries or one of our affiliates;

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• such Guarantor is not a borrower or guarantor under, and does not grant any lien to secure any obligations pursuant to, (1) either of the Facilities or, in each case, any refinancing or replacement thereof, or (2) any other indebtedness for borrowed money having an aggregate principal amount outstanding in excess of 15% of our consolidated net worth, and is released or discharged from each guarantee and lien granted by such Guarantor with respect to all of such indebtedness other than obligations arising under the indenture and any securities issued under the indenture, except discharges or releases by or as a result of payment under such guarantees; or

• under the circumstances described under “—Covenants—Additional Guarantors.”

No Guarantor currently is an issuer, borrower or guarantor under, or has incurred or granted any lien to secure, debt of an amount that is in excess of 15% of our consolidated net worth, other than Medco and ESI, in each case, as issuer of its existing senior notes.

Principal and Interest

The new 2014 notes will mature on November 21, 2014, the new 2015 notes will mature on February 12, 2015, the new 2016 notes will mature on November 15, 2016, the new 2017 notes will mature on February 15, 2017, the new 2021 notes will mature on November 15, 2021, the new 2022 notes will mature on February 15, 2022, and the new 2041 notes will mature on November 15, 2041, unless, in each case, we redeem the notes prior to that date, as described below under “—Optional Redemption.” Interest on the new 2014 notes will accrue at the rate of 2.750% per year, interest on the new 2015 notes will accrue at the rate of 2.100% per year, interest on the new 2016 notes will accrue at the rate of 3.500% per year, interest on the new 2017 notes will accrue at the rate of 2.650% per year, interest on the new 2021 notes will accrue at the rate of 4.750% per year, interest on the new 2022 notes will accrue at the rate of 3.900% per year and interest on the new 2041 notes will accrue at the rate of 6.125% per year, and in each case will be paid on the basis of a 360-day year of twelve 30-day months. We will pay interest on the new 2014 notes semi-annually in arrears on May 21 and November 21 of each year, beginning on November 21, 2012, to the holder in whose name each such note is registered on the day that is 15 days prior to the relevant interest payment date, whether or not such day is a business day. We will pay interest on the new 2015 notes semi-annually in arrears on February 12 and August 12 of each year, beginning on February 12, 2013, to the holder in whose name each such note is registered on the day that is 15 days prior to the relevant interest payment date, whether or not such day is a business day. We will pay interest on the new 2016 notes, the new 2021 notes and the new 2041 notes semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2012, to the holder in whose name each such note is registered on the day that is 15 days prior to the relevant interest payment date, whether or not such day is a business day. We will pay interest on the new 2017 notes and the new 2022 notes semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2013, to the holder in whose name each such note is registered on the day that is 15 days prior to the relevant interest payment date, whether or not such day is a business day.

We will make payments in respect of the new notes represented by the global notes (as defined below) (including principal, premium, if any, and interest) by wire transfer of immediately available funds to the accounts specified by the note holder. We will make all payments of principal, interest and premium, if any, with respect to certificated notes (as defined below) by wire transfer of immediately available funds to the accounts specified by the holders of certificated notes or, if no such account is specified, by mailing a check to each such holder’s registered address. The new notes represented by the global notes are expected to be eligible to trade in DTC’s Same-Day Funds Settlement System, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately available funds. We expect that secondary trading in any certificated notes will also be settled in immediately available funds. See “—Book-Entry, Delivery and Form.”

Neither we nor the trustee will impose any service charge for any transfer or exchange of a note. However, we may ask you to pay any taxes or other governmental charges in connection with a transfer or exchange of notes.

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If any interest payment date, stated maturity date or earlier redemption date falls on a day that is not a business day in the City of New York, we will make the required payment of principal, premium, if any, and/or interest on the next business day as if it were made on the date payment was due, and no interest will accrue on the amount so payable for the period from and after that interest payment date, the stated maturity date or earlier redemption date, as the case may be, to the next business day.

Optional Redemption

We may redeem some or all of the notes prior to maturity at a price equal to the greater of:

• 100% of the aggregate principal amount of any notes being redeemed, plus accrued and unpaid interest on such notes to the redemption date; or

• the sum of the present values of the remaining scheduled payments of principal and interest on any such notes being redeemed, not including unpaid interest accrued to the redemption date, discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 35 basis points with respect to any 2014 notes being redeemed, 30 basis points with respect to any 2015 notes being redeemed, 40 basis points with respect to any 2016 notes being redeemed, 35 basis points with respect to any 2017 notes being redeemed, 40 basis points with respect to any 2022 notes being redeemed, 45 basis points with respect to any 2021 notes being redeemed and 50 basis points with respect to any 2041 notes being redeemed plus, in each case, unpaid interest on such notes being redeemed accrued to the redemption date.

We will, however, pay the interest installment due on any interest payment date that occurs on or before a redemption date to the holders of the affected series of notes as of the close of business on the applicable regular record date.

The term “comparable treasury issue” means the United States Treasury security or securities selected by an independent investment banker as having an actual or interpolated maturity comparable to the remaining term of the notes of the applicable series being redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of such notes.

The term “comparable treasury price” means, with respect to any redemption date:

• the average of five reference treasury dealer quotations for the redemption date, after excluding the highest and lowest such reference treasury dealer quotations, or

• if the trustee obtains fewer than five reference treasury dealer quotations, the average of all reference treasury dealer quotations for the redemption date so obtained.

The term “independent investment banker” means one of the reference treasury dealers appointed by the trustee after consultation with us.

The term “reference treasury dealer” means each of Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC (in each case, or their affiliates) and three other primary U.S. government securities dealers selected by us, and each of their respective successors; provided that if any of these reference treasury dealers resigns, then the respective successor will be a primary United States government securities dealer in the City of New York selected by us.

The term “reference treasury dealer quotations” means, with respect to each reference treasury dealer and any redemption date, the average, as determined by the trustee, of the bid and asked prices for the comparable treasury issue, expressed in each case as a percentage of its principal amount, quoted in writing to the trustee by such reference treasury dealer at approximately 3:30 p.m., New York City time, on the third business day preceding such redemption date.

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The term “treasury rate” means, with respect to any redemption date, the rate per year equal to the semiannual equivalent yield to maturity or interpolated (on a day count basis) of the comparable treasury issue, assuming a price for the comparable treasury issue (expressed as a percentage of its principal amount) equal to the comparable treasury price for such redemption date.

We will give written notice of any redemption of any series of notes to holders of that series of notes to be redeemed at their addresses, as shown in the security register for the affected notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the aggregate principal amount of the series of the notes to be redeemed, the redemption date and the redemption price.

If we choose to redeem less than all of any series of the notes, then we will notify the trustee at least 45 days before giving notice of redemption, or such shorter period as is satisfactory to the trustee, of the aggregate principal amount of that series of the notes to be redeemed and the redemption date. The trustee will select, in the manner it deems fair and appropriate, the notes of that series to be redeemed in part. See also “—Book-Entry, Delivery and Form” below.

If we have given notice as provided in the indenture and made funds irrevocably available for the redemption of any series of the notes called for redemption on the redemption date referred to in that notice, then those notes will cease to bear interest on that redemption date and the only remaining right of the holders of those notes will be to receive payment of the redemption price.

The new notes will not be subject to, or have the benefit of, a sinking fund.

Purchase of Notes Upon a Change of Control Triggering Event

If a change of control triggering event occurs with respect to a particular series of the notes, holders of notes of such series will have the right to require us to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of their notes of such series pursuant to the offer described below (the “change of control offer”) on the terms set forth in the notes. In the change of control offer, we will be required to offer payment in cash equal to 101% of the aggregate principal amount of the notes repurchased, plus accrued and unpaid interest, if any, on the notes repurchased, to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date) (the “change of control payment”). Within 30 days following any change of control triggering event with respect to a particular series of the notes, or at our option, prior to any change of control but after the public announcement of the pending change of control, we will be required to mail a notice to holders of notes of the applicable series, with a copy to the trustee, describing the transaction or transactions that constitute the change of control triggering event and offering to repurchase the notes of such series on the date specified in the notice, which date shall be a business day no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “change of control payment date”), pursuant to the procedures required by the notes and described in such notice. The notice will, if mailed prior to the date of the consummation of the change of control, state that the change of control offer is conditioned on the change of control triggering event occurring on or prior to the change of control payment date. We must comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a change of control triggering event. To the extent that the provisions of any securities laws or regulations conflict with the change of control provisions of the notes, we will be required to comply with the applicable securities laws and regulations and will not be deemed to have breached our obligations under the change of control provisions of the notes by virtue of such conflicts.

On the change of control payment date, we will be required, to the extent lawful, to:

• accept for payment all notes or portions of notes properly tendered pursuant to the change of control offer;

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• deposit with the paying agent an amount equal to the change of control payment in respect of all notes or portions of notes properly tendered; and

• deliver or cause to be delivered to the trustee the notes properly accepted, together with an officers’ certificate stating the aggregate principal amount of notes or portions of notes being purchased and that all conditions precedent provided for in the indenture to the change of control offer and to the repurchase by us of notes pursuant to the change of control offer have been complied with.

The paying agent will promptly mail to each holder of notes properly tendered the purchase price for the notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each holder a note equal in principal amount to any unpurchased portion of any notes surrendered; provided that each note will be in a principal amount of $2,000 or an integral multiple of $1,000.

We will not be required to make an offer to repurchase the notes upon a change of control triggering event if (i) a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by us, and such third party purchases all notes properly tendered and not withdrawn under its offer, or (ii) we have given written notice of a redemption of the notes as provided under “Optional Redemption” above, unless we have failed to pay the redemption price on the redemption date. The provisions relating to a change in control triggering event may not be waived or modified for each series of the notes without the written consent of holders of at least a majority in principal amount of that series of the notes outstanding. For purposes of the foregoing discussion of a repurchase at the option of holders, the following definitions are applicable:

The term “below investment grade rating event” means the notes of the applicable series are not rated, or are rated below an investment grade rating by each of the rating agencies (as defined below) on any date during the period commencing 60 days prior to the public notice of an arrangement that could result in a change of control until the end of the 60-day period following public notice of the occurrence of the change of control (which 60-day period shall be extended so long as the rating of the notes of the applicable series is under publicly announced consideration for possible downgrade by either of the rating agencies), provided that a below investment grade rating event otherwise arising by virtue of a particular reduction in, or termination of, any rating shall not be deemed to have occurred in respect of a particular change of control (and thus shall not be deemed a below investment grade rating event for purposes of the definition of change of control triggering event hereunder) if the rating agency or rating agencies ceasing to rate the notes of the applicable series or making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the trustee in writing at its request that the termination or reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable change of control (whether or not the applicable change of control shall have occurred at the time of the below investment grade rating event).

The term “change of control” means the occurrence of any of the following: (a) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of our properties and assets and those of our subsidiaries taken as a whole to any person or group of related persons for purposes of Section 13(d) of the Exchange Act (a “group”) other than us or one of our subsidiaries; (b) the approval by the holders of our common stock of any plan or proposal for our liquidation or dissolution (whether or not otherwise in compliance with the provisions of the indenture); (c) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person or group (other than one of our subsidiaries) becomes the beneficial owner (as defined in Rule 13(d) under the Exchange Act), directly or indirectly, of more than 50% of the then outstanding number of shares of our voting stock; (d) we consolidate with or merge with or into any person, or any person consolidates with, or merges with or into, us, pursuant to a transaction in which any of our outstanding voting stock or any of the outstanding voting stock of such other person is converted into or exchanged for cash, securities or other property (except when our voting stock is converted into, or exchanged

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for, at least a majority of the voting stock of the surviving person immediately after giving effect to the transaction); or (e) the first day on which a majority of the members of our board of directors are not continuing directors.

Holders may not be entitled to require us to purchase their notes in certain circumstances involving a significant change in the composition of our board of directors, including in connection with a proxy contest, where our board of directors initially publicly opposes the election of a dissident slate of directors, but subsequently approves such directors as continuing directors for purposes of the indenture. This may result in a change in the composition of our board of directors that, but for such subsequent approval, would have otherwise constituted a change of control requiring a repurchase offer under the terms of the indenture.

The definition of change of control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of our properties and assets and those of our subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require us to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of our properties and assets and those of our subsidiaries taken as a whole to another person or group may be uncertain.

The term “change of control triggering event” means the occurrence of both a change of control and a below investment grade rating event.

The term “continuing directors” means, as of any date of determination, any member of our board of directors who (1) was a member of our board of directors on the date of the consummation of the Mergers; or (2) was nominated for election or elected to our board of directors with the approval of at least a majority of the continuing directors who were members of our board of directors at the time of such nomination or election (either by a specific vote or by approval of a proxy statement in which such member was named as a nominee for election as a director, without objection to such nomination).

Under a Delaware Chancery Court interpretation of the foregoing definition of “continuing directors,” a board of directors may approve for purposes of such definition a slate of shareholder-nominated directors without endorsing them, while simultaneously recommending and endorsing its own slate. This interpretation permits our board to approve a slate of directors that includes a majority of dissident directors nominated pursuant to a proxy contest and the ultimate election of such dissident slate would not constitute a “Change of Control” that would trigger your right to require us to repurchase your notes as described above.

The term “investment grade rating” means a rating of Baa3 (or better) by Moody’s (or its equivalent under any successor rating category of Moody’s) and a rating of BBB-(or better) by S&P (or its equivalent under any successor rating category of S&P), respectively, and the equivalent investment grade credit rating from any replacement rating agency or rating agencies selected by us under the circumstances permitting us to select a replacement agency and in the manner for selecting a replacement agency, in each case as set forth in the definition of “rating agency.”

The term “Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors.

The term “person” includes any individual, corporation, partnership, limited partnership, general partnership, limited liability company, limited liability partnership, business trust, association, joint stock company, joint venture, trust, trust company, bank, association, land trusts, business trusts or other organizations, whether or not legal entities, incorporated or unincorporated organization or government or any agency or political subdivision thereof.

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The term “rating agency” or “rating agencies” means each of Moody’s and S&P; provided that if any of Moody’s or S&P ceases to provide rating services to issuers or investors, we may appoint another “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act as a replacement for such rating agency that is reasonably acceptable to the trustee.

The term “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.

The term “voting stock” of any specified person as of any date means the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

Covenants

Merger, Consolidation and Sale of Assets

We have agreed, with respect to each series of notes, not to consolidate with or merge with or into any other person, permit any other person to consolidate with or merge with and into us or convey, transfer or lease all or substantially all of our properties and assets to any other person, unless:

• we are the surviving entity or our successor is an entity organized and existing under the laws of the United States of America, any state or the District of Columbia;

• our successor will expressly assume, by a supplemental indenture, the due and punctual payment of the principal of and any premium and interest on the outstanding notes and the performance and observance of every covenant in the indenture that we would otherwise have to perform or observe;

• immediately after giving effect to such transaction and treating any indebtedness that becomes an obligation of ours or any of our subsidiaries as a result of such transaction as having been incurred by us or any of our subsidiaries at the time of such transaction, there will not be any event of default or event which, after notice or lapse of time or both, would become an event of default;

• if, as a result of any such transaction, our property or assets would become subject to a lien which would not be permitted under “—Limitations on Liens,” we or our successor shall take those steps that are necessary to secure all outstanding notes equally and ratably with the indebtedness secured by that lien; and

• we will have delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that such consolidation or transfer and supplemental indenture, if applicable, comply with the indenture and that all conditions precedent to the consummation of the particular transaction under the indenture have been complied with.

Upon any consolidation or merger with or into any other person or any conveyance, transfer or lease of all or substantially all of our properties and assets to any other person, the successor person will succeed to, and be substituted for, us under the indenture, and we, except in the case of a lease, will be relieved of all obligations and covenants under the notes and the indenture to the extent we were the predecessor person.

For purposes of this covenant, the conveyance, transfer or lease of all or substantially all of the properties and assets of one or more our subsidiaries, which properties and assets, if held by us instead of such subsidiaries, would constitute all or substantially all of our properties and assets on a consolidated basis, shall be deemed to be the transfer of all or substantially all of our properties and assets.

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Limitations on Liens

Neither we nor any restricted subsidiary may create or assume, except in our favor or in favor of one or more of our wholly owned subsidiaries, any mortgage, pledge, lien or encumbrance (as used in this paragraph, “liens”) on any property now owned or hereafter acquired by us or any such subsidiary, or permit any such subsidiary to do so, unless the outstanding notes of each series are secured equally and ratably with (or prior to) the obligations so secured by such lien, except that the foregoing restrictions do not apply to the following types of liens:

(1) liens in connection with workers’ compensation, unemployment insurance or other social security obligations (which phrase shall not be construed to refer to ERISA or the minimum funding obligations under Section 412 of the Internal Revenue Code of 1986, as amended (the “code”));

(2) liens to secure the performance of bids, tenders, letters of credit, contracts (other than contracts for the payment of indebtedness), leases, statutory obligations, surety, customs, appeal, performance and payment bonds and other obligations of like nature, in each such case arising in the ordinary course of business;

(3) mechanics’, workmen’s, carriers’, warehousemen’s, materialmen’s, landlords’, or other like liens arising in the ordinary course of business with respect to obligations that are not due or which are being contested in good faith and by appropriate action;

(4) liens for taxes, assessments, fees or governmental charges or levies that are not delinquent or which are payable without penalty, or which are being contested in good faith and by appropriate action, and in respect of which adequate reserves shall have been established in accordance with GAAP on our books or the books of any of our subsidiaries;

(5) liens consisting of attachments, judgments or awards against us or any of our subsidiaries, in each case with respect to which an appeal or proceeding for review shall be pending or a stay of execution shall have been obtained, or which are otherwise being contested in good faith and by appropriate action, and in respect of which adequate reserves shall have been established in accordance with GAAP on our books or the books of any of our subsidiaries;

(6) easements, rights of way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances and other similar encumbrances affecting property which in the aggregate do not materially adversely affect the value of such property or materially impair its use for the operations of our business or the business of any of our subsidiaries;

(7) liens existing on the date of the indenture and securing indebtedness or other obligations of ESI or any of its subsidiaries;

(8) statutory liens in favor of lessors arising in connection with property leased to us or any of our subsidiaries;

(9) liens on margin stock to the extent that a prohibition on such liens pursuant to this provision would violate Regulation U of the United States Federal Reserve Board, as amended;

(10) purchase money liens on property hereafter acquired by us or any of our subsidiaries created within 180 days of such acquisition (or in the case of real property, completion of construction including any improvements or the commencement of operation of the property, whichever occurs later) to secure or provide for the payment or financing of all or any part of the purchase price thereof, provided that the lien secured thereby shall attach only to the property so acquired and related assets (except that individual financings by one person (or an affiliate thereof) may be cross-collateralized to other financings provided by such person and its affiliates that are independently permitted by this clause (10));

(11) liens in respect of permitted sale-leaseback transactions;

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(12) liens on the property of a person that becomes our subsidiary; provided that (i) such liens existed at the time such person becomes a subsidiary and were not created in anticipation thereof, (ii) any such lien does not by its terms cover any property after the time such person becomes a subsidiary that was not covered immediately prior thereto and (iii) any such lien does not by its terms secure any indebtedness other than indebtedness existing immediately prior to the time such person becomes a subsidiary; provided that such indebtedness was not incurred in anticipation of such person becoming a subsidiary;

(13) liens on property and proceeds thereof existing at the time of acquisition thereof and not created in contemplation thereof;

(14) liens (i) of a collection bank arising under Section 4-208 of the Uniform Commercial Code on the items in the course of collection, and (ii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set off) and which are within the general parameters customary in the banking industry;

(15) liens granted in connection with asset securitization transactions in an aggregate principal amount not in excess of $1.5 billion at any one time outstanding upon the granting of such liens;

(16) liens imposed in respect of environmental laws;

(17) licenses of patents, trademarks and other intellectual property rights granted by us or any of our subsidiaries in the ordinary course of business and not interfering in any material respect with the ordinary conduct of our business of Express Scripts or the business of such subsidiary, as applicable;

(18) liens securing obligations (other than obligations representing indebtedness for borrowed money) under operating, reciprocal easement or similar agreements entered into by us or any of our subsidiaries in the ordinary course of business;

(19) any extension, renewal, refinancing, substitution or replacement (or successive extensions, renewals, refinancings, substitutions or replacements), as a whole or in part, of any of the liens referred to in paragraphs (7), (10), (12) and (13) of this covenant, provided that such extension, renewal, refinancing substitution or replacement lien shall be limited to all or any part of substantially the same property or assets that secured the lien extended, renewed, refinanced, substituted or replaced (plus improvements on such property) and the liability secured by such lien at such time is not increased;

(20) liens on proceeds of any of the assets permitted to be the subject of any lien or assignment permitted by this covenant; and

(21) other liens; provided that, without duplication, the aggregate sum of all obligations and Indebtedness secured by liens permitted under this clause (21), together with all property subject to the restriction on sale and leaseback transactions described below, would not exceed 15% of our consolidated net worth, measured upon granting of such liens based on the balance sheet for the end of the then most recent quarter for which financial statements are available.

Limitations on Sale and Leaseback Transactions

Neither we nor any restricted subsidiary may engage in sale and leaseback transactions except for permitted sale-leaseback transactions.

Our real property, improvements and fixtures and the real properties, improvements and fixtures of us and our subsidiaries are not subject to the limitations on sale and leaseback transactions described above or the limitations on liens described under “—Limitations on Liens.” As of September 30, 2012, our and our subsidiaries’ real property, improvements and fixtures had a book value of approximately $1,710.2 million, none of which were subject to capital leases.

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SEC Reports

For so long as the notes are outstanding, we will file with the trustee and the SEC, and transmit to holders of the notes, such information, documents and reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), at the times and in the manner provided pursuant to the Trust Indenture Act; provided that any such information, documents or reports required to be filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act must be filed with the trustee within 15 days after the same is so required to be filed with the SEC; provided further that any such information, documents or reports filed with the SEC pursuant to its Electronic Data Gathering, Analysis and Retrieval (or EDGAR) system will be deemed to be filed with the trustee.

Certain Definitions

The term “consolidated net worth” means, with respect to any entity, at any date, the sum of all amounts which would be included under stockholders’ equity on a consolidated balance sheet of such entity and its subsidiaries determined in accordance with GAAP on such date or, in the event such date is not a fiscal quarter end, as of the immediately preceding fiscal quarter end.

The term “environmental laws” means any and all current or future legally binding statutes, ordinances, orders, rules, regulations, judgments, permits, licenses, authorizations, plans, directives, consent orders or consent decrees of or from any federal, state or local governmental authority, agency or court, or any other binding requirements of governmental authorities relating to (i) the protection of the environment, (ii) any activity, event or occurrence involving hazardous materials, or (iii) occupational safety and health, industrial hygiene, land use or, as relating to the environment, the protection of human, plant or animal health or welfare, in any manner applicable to us or any of our subsidiaries or any of our or their respective properties or facilities.

The term “GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, as in effect on the date of the indenture.

The term “hazardous materials” means (i) any chemical, material or substance defined as or included in any environmental law in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous waste,” “acutely hazardous waste,” “radioactive waste,” “biohazardous waste,” “pollutant,” “toxic pollutant,” “contaminant,” “restricted hazardous waste,” “infectious waste,” “toxic substances,” or any other term or expression intended to define, list or classify substances by reason of properties harmful to health, safety or the indoor or outdoor environment (including harmful properties such as ignitability, corrosivity, reactivity, carcinogenicity, toxicity, reproductive toxicity, “TCLP toxicity” or “EP toxicity” or words of similar import under any applicable environmental laws); (ii) any oil, petroleum, petroleum fraction or petroleum derived substance; (iii) any drilling fluids, produced waters and other wastes associated with the exploration, development or production of crude oil, natural gas or geothermal resources; (iv) any flammable substances or explosives; (v) any radioactive materials; (vi) any friable asbestos-containing materials; (vii) urea formaldehyde foam insulation; (viii) electrical equipment which contains any oil or dielectric fluid containing polychlorinated biphenyls; (ix) pesticide; and (x) any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any governmental authority pursuant to environmental laws.

The term “permitted sale-leaseback transactions” means sales or transfers by us or any of our subsidiaries of any real property, improvements, fixtures, machinery and/or equipment with the intention of taking back a lease thereof; provided, however, that “permitted sale-leaseback transactions” shall not include such transactions involving machinery and/or equipment (excluding any lease for a temporary period of not more than 36 months with the intent that the use of the subject machinery and/or equipment will be discontinued at or before the expiration of such period) relating to facilities (a) in full operation for more than 180 days as of the date of the

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indenture and (b) that are material to the business of us and our subsidiaries taken as a whole, to the extent that the sum of the aggregate sale price of such machinery and/or equipment from time to time involved in such transactions (giving effect to payment in full under any such transaction and excluding the applied amounts, as defined in the following sentence), plus the amount of obligations and indebtedness from time to time secured by liens permitted under clause (21) in the lien covenant, exceeds 15% of our consolidated net worth. For purposes of this definition, “applied amounts” means an amount (which may be conclusively determined by our board of directors) equal to the greater of (i) capitalized rent with respect to the applicable machinery and/or equipment and (ii) the fair value of the applicable machinery and/or equipment that is applied within 180 days of the applicable transaction or transactions to repayment of the notes or to the repayment of any indebtedness for borrowed money which, in accordance with GAAP, is classified as long-term debt and that is on parity with the notes.

The term “property” means, with respect to any person, all types of real, personal or mixed property and all types of tangible or intangible property owned or leased by such person.

The term “restricted subsidiary” means any subsidiary of ours that is not an unrestricted subsidiary.

The term “subsidiary” of any person means (i) any corporation, association or other business entity of which more than 50% of the total voting power of shares of capital stock or other equity interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such person or one or more of the other subsidiaries of such person (or a combination thereof), (ii) any partnership, limited liability company or similar pass-through entity the sole general partner or the managing general partner or managing member of which is such person or a subsidiary of such person and (iii) any partnership, limited liability company or similar pass-through entity the only general partners, managing members or persons, however designated in corresponding roles, of which are such person or one or more subsidiaries of such person (or any combination thereof).

The term “unrestricted subsidiary” means any subsidiary of ours that from time to time is not a Guarantor or required to be a Guarantor.

The term “wholly owned subsidiary” of any person means (i) any corporation, association or other business entity of which 100% of the shares of capital stock or other equity interests is at the time owned or controlled, directly or indirectly, by such person or one or more of the other subsidiaries of such person (or a combination thereof) and (ii) any partnership, limited liability company or similar pass-through entity the sole partners, members or persons, however designated in corresponding roles, of which are such person or one or more subsidiaries of such person (or any combination thereof).

Additional Guarantors

If, after the date of the indenture, any of our subsidiaries that is not already a Guarantor guarantees, becomes a borrower or guarantor under, or grants any lien to secure any obligations pursuant to, (1) either of the Facilities or any refinancing or replacement thereof or (2) any other indebtedness for borrowed money having an aggregate principal amount outstanding in excess of 15% of our consolidated net worth as of the end of our most recent quarter for which financial statements are available (such consolidated net worth to be measured at the time of the incurrence of each such guarantee or borrowing or the granting of such lien), then in any such case such subsidiary will become a Guarantor by executing a supplemental indenture and delivering it to the trustee promptly (but in any event, within two business days of the date on which it guaranteed or incurred such indebtedness or granted such lien, as the case may be). Notwithstanding the preceding, any guarantee by a Guarantor that was issued pursuant to this paragraph solely as a result of its guarantee or incurrence of, or granting of a lien in respect of, any such indebtedness shall be automatically and unconditionally released upon the release or discharge of the guarantee that resulted in the creation of such subsidiary’s guarantee (or upon such subsidiary ceasing to be a borrower or release of liens granted by such subsidiary, as the case may be), except a discharge or release by, or as a result of payment under, such guarantee.

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Events of Default

An “event of default” with respect to a series of notes occurs if:

• we fail to pay interest on any of the notes of that series when due and payable and that failure continues for 30 calendar days;

• we fail to pay the principal of or premium, if any, on, any of the notes of that series at its maturity or when otherwise due;

• there is a default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by us or any restricted subsidiary (or the payment of which is guaranteed by any restricted subsidiary), if that default is caused by a failure to pay principal at its stated maturity after giving effect to any applicable grace period, or results in the acceleration of such indebtedness prior to its stated maturity and, in each case, the principal amount of any such indebtedness, together with the principal amount of any other indebtedness under which there has been a payment default after stated maturity or the maturity of which has been so accelerated, aggregates $100 million or more;

• we fail to perform any covenant in the indenture and that failure continues for 60 calendar days after we receive written notice as provided in the indenture;

• certain actions are taken relating to our bankruptcy, insolvency or reorganization or the bankruptcy, insolvency or reorganization of any restricted subsidiary that qualifies as a “significant subsidiary” within the meaning of Rule 405 under the Securities Act; or

• a guarantee ceases to be in full force and effect or is declared to be null and void and unenforceable or the guarantee is found to be invalid or a Guarantor denies its liability under its guarantee (other than by reason of release of the Guarantor in accordance with the terms of the indenture).

If an event of default with respect to any series of notes occurs and continues, except for the bankruptcy, insolvency or reorganization actions referred to above, then the trustee or the holders of at least 25% in principal amount of the outstanding notes of the affected series may require us to repay immediately the principal of and any unpaid premium and interest on, all outstanding notes of the affected series. The holders of at least a majority in principal amount of the outstanding notes of the affected series may rescind and annul that acceleration if all events of default with respect to the notes of that series, other than the nonpayment of accelerated principal, have been cured or waived as provided in the indenture. An event of default arising from the bankruptcy, insolvency or reorganization actions referred to above shall cause the principal of, and any unpaid premium and interest on, all notes to become immediately due and payable without any declaration or other act by the trustee, the holders of the notes or any other party.

Other than its duties in the case of a default, the trustee is not obligated to exercise any of its rights or powers under the indenture at the request or direction of any holder of notes, unless the holders offer to the trustee indemnity reasonably satisfactory to the trustee. If the holders offer such indemnity to the trustee, then the holders of at least a majority in principal amount of the outstanding notes of the affected series will have the right, subject to some limitations, to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the notes of that series.

No holder of any note of any series will have any right to institute any proceeding with respect to the indenture or for any remedy under the indenture unless:

• the holder has previously given to the trustee written notice of a continuing event of default with respect to the notes of that series;

• the holders of at least 25% in principal amount of the outstanding notes of that series have made a written request, and offered indemnity reasonably satisfactory to the trustee, to the trustee to institute a proceeding as trustee;

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• the trustee has failed to institute the requested proceeding within 60 calendar days after receipt of such notice; and

• the trustee has not received from the holders of at least a majority in principal amount of the outstanding notes of that series a direction inconsistent with the request during that 60-day period.

However, the holder of any note will have the absolute and unconditional right to receive payment of the principal of, and premium, if any, and interest on, that note as expressed therein, and to institute suit for the enforcement of any such payment.

We are required to furnish to the trustee annually within 120 days after the end of our fiscal year a statement as to the absence of any defaults under the indenture. Within 30 days after the occurrence of an event of default, the trustee shall give notice of such event of default or of any event which, after notice or lapse of time or both, would become an event of default, known to it, to the holders of the notes of the affected series, except that, in the case of a default other than a payment default, the trustee may withhold notice if the trustee determines that withholding notice is in the interest of the holders.

Modification, Amendment and Waiver

We, together with the trustee, may modify and amend the indenture and the terms of the notes with the consent of the holders of at least a majority in principal amount of the outstanding notes of the affected series; provided that no modification or amendment may, without the consent of each affected holder of the notes of the affected series:

• change the stated maturity of the principal of, or any installment of interest on, any note;

• reduce the principal of, or any premium, if any, or rate of interest on, any note;

• reduce any amount payable upon the redemption of any note or, except as expressly provided elsewhere in the indenture, change the time at which any note may be redeemed as described under “—Optional Redemption;”

• change any place of payment where, or the currency in which, any principal of, or premium, if any, or interest on, any note is payable;

• impair the right of any holder of the notes to receive payment of principal of and interest on such holder’s notes on or after the stated maturity or redemption date or to institute suit for the enforcement of any payment on or with respect to any note on or after the stated maturity or redemption date;

• reduce the percentage in principal amount of outstanding notes the consent of whose holders is required for modification or amendment of the indenture, for waiver of compliance with certain provisions of the indenture or for waiver of certain defaults;

• release any Guarantor from any of its obligations under its guarantee or the indenture other than in accordance with the terms of the indenture; or

• modify any of the above provisions.

The provisions relating to a change in control triggering event may not be waived or modified for any series of notes without the written consent of holders of at least a majority in principal amount of that series of notes outstanding. See “—Purchase of Notes Upon a Change of Control Triggering Event.”

The holders of at least a majority in principal amount of the outstanding notes of the affected series may, on behalf of the holders of all notes of that series, waive any past default under the indenture and its consequences, except a default in the payment of the principal of, or premium, if any, or interest on, any notes or in respect of a covenant or provision that under the indenture cannot be modified or amended without the consent of each holder

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of that series. In addition, the holders of at least a majority in principal amount of the outstanding notes of the affected series may, on behalf of the holders of all notes of that series, waive compliance with our covenants described above under “—Covenants—Limitations on Liens” and “—Covenants—Limitations on Sale and Leaseback Transactions.”

In addition, we, together with the trustee, may modify and amend the indenture and the terms of the notes without seeking the consent of any holders of the notes to:

• allow our or any Guarantor’s successor to assume our or such Guarantor’s obligations under the indenture and the notes pursuant to the provisions described above under the heading “—Covenants—Merger, Consolidation and Sale of Assets;”

• add to our covenants for the benefit of the holders of the notes or surrender any right or power we have under the indenture;

• add any additional events of default;

• secure the notes;

• provide for a successor trustee with respect to the notes;

• add or release a Guarantor as required or permitted by the indenture;

• cure any ambiguity, defect or inconsistency;

• amend the provisions of the indenture relating to the transfer and legending of the notes; provided that (i) compliance with the indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (ii) such amendment does not adversely affect the interests of the holders of any notes or owners of beneficial interests in notes; or

• make any other amendment or supplement to the indenture as long as that amendment or supplement does not adversely affect the interests of the holders of any notes in any material respect.

No amendment to cure any ambiguity, defect or inconsistency in the indenture made solely to conform the indenture to this description of the notes contained in this prospectus will be deemed to adversely affect the interests of the holders of the notes.

Satisfaction and Discharge

When (1) we deliver to the trustee all outstanding notes of a series (except lost, stolen or destroyed notes of that series that have been replaced or paid and notes of that series for which payment money has theretofore been deposited in trust and thereafter repaid to us) for cancelation or (2) all outstanding notes of a series have become due and payable or will become due and payable at their stated maturity within one year or are to be called for redemption within one year under arrangements satisfactory to the trustee, and, in the case of clause (2), we irrevocably deposit with the trustee sufficient money or United States government obligations, or both, to pay the entire indebtedness of such series of notes at maturity or upon redemption, for principal, premium, if any, and accrued interest thereon to the stated maturity or redemption date (and provide irrevocable instructions to the trustee to apply the deposited money toward the payment of the notes of such series at maturity or the redemption date, as the case may be), and if in either case we (x) pay or cause to be paid all other sums payable under the indenture by us and (y) deliver an officers’ certificate and an opinion of counsel to the trustee stating that we have satisfied all conditions precedent to satisfaction and discharge of the indenture with respect to such series of notes, then the indenture shall, subject to certain exceptions, cease to be of further effect as to the applicable series of notes.

Defeasance and Covenant Defeasance

At any time, we may terminate all our obligations under the notes and the indenture (and have each Guarantor’s obligation discharged with respect to its guarantee) (“legal defeasance”), except for certain

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obligations, including those respecting the defeasance trust and obligations to register the transfer or exchange of the notes, to replace mutilated, destroyed, lost or stolen notes and to maintain a registrar and paying agent in respect of the notes.

In addition, except as provided by the indenture, at any time we may be discharged from certain of our obligations with respect to the notes of a series, including those described under “—Purchase of Notes Upon a Change of Control Triggering Event,” “—Covenants—Merger, Consolidation and Sale of Assets,” “—Covenants—Limitations on Liens,” “—Covenants—Limitations on Sale and Leaseback Transactions,” and “—Covenants—Additional Guarantors,” or elect that our failure to comply with such restrictive covenants will not be deemed to be or result in an event of default under the notes (“covenant defeasance”).

In order to exercise either of our defeasance options, we must irrevocably deposit in trust (the “defeasance trust”) with the trustee money or United States government obligations, or both, to pay the principal of, and premium, if any, and interest on, the notes on the scheduled due dates therefor, and must comply with certain other conditions, including delivery to the trustee of an opinion of counsel to the effect that holders of the notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and, in the case of legal defeasance only, such opinion of counsel must be based on a ruling of the Internal Revenue Service or other change in applicable federal income tax law).

Governing Law

The notes and the indenture will be governed by, and construed in accordance with, the laws of the State of New York.

Book-Entry, Delivery and Form

Depository Procedures

The following description of the operations and procedures of The Depository Trust Company (“DTC”), Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”), Luxembourg is provided solely as a matter of convenience and has been obtained from sources that we believe to be reliable. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. We take no responsibility for these operations and procedures and urge investors to contact the system or their participants directly to discuss these matters.

DTC has advised us that DTC is a limited-purpose trust company organized under the laws of the State of New York, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participating organizations (collectively, the “participants”) and to facilitate the clearance and settlement of transactions in those securities between the participants through electronic book-entry changes in accounts of its participants. The participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly (collectively, the “indirect participants”). Persons who are not participants may beneficially own securities held by or on behalf of DTC only through the participants or the indirect participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the participants and indirect participants.

DTC has also advised us that, pursuant to procedures established by it, ownership of these interests in the registered global notes without coupons (the “global note”) will be shown on, and the transfer of ownership of

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these interests will be effected only through, records maintained by DTC (with respect to the participants) or by the participants and the indirect participants (with respect to other owners of beneficial interests in the global notes).

All interests in a global note, including those held through Euroclear or Clearstream, Luxembourg, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream, Luxembourg may also be subject to the procedures and requirements of such systems. The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a global note to such persons will be limited to that extent. Because DTC can act only on behalf of participants, which in turn act on behalf of indirect participants, the ability of a person having beneficial interests in a global note to pledge such interests to persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Except as described below, owners of interests in the global notes will not have notes registered in their names, will not receive physical delivery of notes in certificated form and will not be considered the registered owners or holders thereof under the indenture for any purpose.

Payments in respect of the principal of, and interest and premium, if any, and additional interest, if any, on a global note registered in the name of DTC or its nominee will be payable to DTC or its nominee in its capacity as the registered holder under the indenture. Under the terms of the indenture, we and the trustee will treat the persons in whose names the notes, including the global notes, are registered as the owners of the notes for the purpose of receiving payments and for all other purposes. Consequently, none of us or the trustee nor any agent of ours, has or will have any responsibility or liability for:

(1) any aspect of DTC’s records or any participant’s or indirect participant’s records relating to, or payments made on account of, beneficial ownership interests in the global notes or for maintaining, supervising or reviewing any of DTC’s records or any participant’s or indirect participant’s records relating to the beneficial ownership interests in the global notes; or

(2) any other matter relating to the actions and practices of DTC or any of its participants or indirect participants.

DTC has advised us that its current practice, upon receipt of any payment in respect of securities such as the notes (including principal and interest), is to credit the accounts of the relevant participants with the payment on the payment date, in amounts proportionate to their respective holdings in principal amount of beneficial interest in the relevant security as shown on the records of DTC, unless DTC has reason to believe that it will not receive payment on such payment date. Each relevant participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the participants and the indirect participants to the beneficial owners of notes will be governed by standing instructions and customary practices and will be the responsibility of the participants or the indirect participants and will not be the responsibility of DTC, the trustee or us. Neither we nor the trustee will be liable for any delay by DTC or any of the participants or the indirect participants in identifying the beneficial owners of the notes, and we and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee as the registered owner of the global notes for all purposes.

Interests in the global notes which trade in DTC’s same-day funds settlement system and secondary market trading activity in such interest will therefore settle in immediately available funds subject in all cases to the rules and procedures of DTC and the participants. Transfers between the participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in same-day funds, and transfers between participants in Euroclear and Clearstream, Luxembourg will be effected in accordance with their respective rules and operating procedures.

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Subject to compliance with the transfer restrictions applicable to the notes described herein, cross-market transfers between the participants, on the one hand, and Euroclear or Clearstream, Luxembourg participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, Luxembourg, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, Luxembourg, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, Luxembourg, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant global note from DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream, Luxembourg participants may not deliver instructions directly to the depositories for Euroclear or Clearstream, Luxembourg.

DTC has advised us that it will take any action permitted to be taken by a holder only at the direction of one or more participants to whose account DTC has credited the interests in the global notes and only in respect of such portion of the aggregate principal amount of the notes as to which such participant or participants has or have given such direction. However, if there is an event of default under the notes, DTC reserves the right to exchange the global notes for notes in certificated form, and to distribute such notes to its participants.

Although DTC, Clearstream, Luxembourg and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of interests in the global notes among participants of DTC, Clearstream, Luxembourg and Euroclear, they are under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued or changed at any time. Neither we nor the trustee, nor any of their respective agents, will have any responsibility for the performance by DTC, Euroclear or Clearstream, Luxembourg or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Global Notes for Certificated Notes

A global note is exchangeable for a definitive note in registered certificated form (the “certificated note”) if:

(1) DTC (A) notifies us that it is unwilling or unable to continue as depositary for the global notes or (B) has ceased to be a clearing agency registered under the Exchange Act and, in each case, a successor depositary is not appointed;

(2) We, at our option, notify the trustee in writing that we elect to cause the issuance of certificated notes; or

(3) there has occurred and is continuing a default with respect to the notes and we or DTC specifically request such exchange.

In addition, beneficial interests in a global note may be exchanged for certificated notes upon prior written notice given to the trustee by or on behalf of DTC in accordance with the indenture. In all cases, certificated notes delivered in exchange for any global note or beneficial interests in global notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).

Exchange of Certificated Notes for Global Notes

Certificated notes may be exchanged for beneficial interests in a global note.

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Same Day Settlement and Payment

We will make payments in respect of notes represented by the global notes (including principal, premium, if any, and interest) by wire transfer of immediately available funds to the accounts specified by the global note holder. We will make all payments of principal, interest and premium, if any, with respect to certificated notes by wire transfer of immediately available funds to the accounts specified by the holders of the certificated notes or, if no such account is specified, by mailing a check to each such holder’s registered address. The notes represented by the global notes are expected to be eligible to trade in DTC’s Same-Day Funds Settlement System, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately available funds. We expect that secondary trading in any certificated notes will also be settled in immediately available funds.

Because of time-zone differences, credits of interests in the global notes received in Clearstream, Luxembourg or Euroclear as a result of a transaction with a DTC participant will be made during subsequent securities settlement processing and dated the business day following the DTC settlement date. Such credits or any transactions involving interests in such global notes settled during such processing will be reported to the relevant Clearstream, Luxembourg or Euroclear participants on such business day. Cash received in Clearstream, Luxembourg or Euroclear as a result of sales of interests in the global notes by or through a Clearstream, Luxembourg participant or a Euroclear participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream, Luxembourg or Euroclear cash account only as of the business day following settlement in DTC.

Registration Rights

We have filed the registration statement of which this prospectus forms a part and are conducting the exchange offer in accordance with our obligations under registration rights agreements between us and the initial purchasers of the old notes. Holders of the new notes will not be entitled to any registration rights with respect to the new notes.

Under some circumstances set forth in the registration rights agreements entered into in connection with the issuance of the old notes, holders of old notes, including holders who are not permitted to participate in the exchange offer, may require us to file and cause to become effective, a shelf registration statement covering resales of the old notes by those holders.

In the event that:

(1) applicable law or interpretations of the staff of the SEC do not permit us to effect a registered exchange offer; or

(2) we do not consummate each registered exchange offer within 60 days after the exchange offer registration statement becomes effective; or

(3) an initial purchaser requests with respect to the old notes not eligible to be exchanged for new notes in a registered exchange offer and held by it following such registered exchange offer; or

(4) certain holders are not eligible to participate in a registered exchange offer or such holders participate but do not receive freely tradeable new notes on the date of the exchange,

then, we will, subject to certain exceptions,

(1) as promptly as practicable (and, in any event, no later than 30 days after such filing is required or requested) file a shelf registration statement (the “shelf registration statement”) with the SEC covering resales of the old notes or the new notes, as the case may be;

(2) thereafter use commercially reasonable efforts to cause the shelf registration statement to be declared effective under the Securities Act; and

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(3) use commercially reasonable efforts to keep the shelf registration statement continuously effective for a period of one year (or such longer period extended pursuant to the registration rights agreement) from the date of issuance of the old notes or such shorter period that will terminate when all notes covered thereby (A) have been sold pursuant thereto or (B) have been distributed to the public pursuant to Rule 144 under the Securities Act.

We will, in the event a shelf registration statement is filed, among other things, provide to each holder for whom such shelf registration statement was filed copies of the prospectus which is a part of the shelf registration statement, notify each such holder when the shelf registration statement has become effective and take certain other actions as are required to permit unrestricted resales of the old notes or the new notes, as the case may be. A holder selling such old notes or new notes pursuant to the shelf registration statement generally would be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the registration rights agreement that are applicable to such holder (including certain indemnification obligations).

We may require each holder of old notes or new notes to be sold pursuant to the shelf registration statement to furnish to us such information regarding the holder and the distribution of the old notes or new notes by the holder as we may from time to time reasonably require for inclusion in the shelf registration statement, and we may exclude from such registration the old notes or new notes of any holder that fails to furnish us with such information within a reasonable amount of time after receiving such request.

If (i) an exchange offer registration statement is required to be filed and it does not become effective by November 15, 2012, (ii) a registered exchange offer is not consummated within 60 days after the exchange offer registration statement becomes effective, (iii) an effective shelf registration statement is required to be filed with the SEC but does not become effective within 30 days following the event which required the filing of such shelf registration statement or (iv) after either an exchange offer registration statement or a shelf registration statement is declared (or becomes automatically) effective (A) such registration statement thereafter ceases to be effective or (B) such registration statement or the related prospectus ceases to be usable in connection with resales of old notes or new notes during the applicable time periods (subject to certain exceptions) (each such event referred to in clauses (i), (ii), (iii) and (iv) above, a “registration default”), additional interest shall accrue on each affected series of old notes over and above the interest set forth in the indenture with respect to such series of old notes from and including the date on which any such registration default shall occur to but excluding the date on which all such registration defaults have been cured or such affected series of old notes cease to be Transfer Restricted Securities (as defined in the registration rights agreements), whichever is earlier, at a rate of 0.25% per annum for the first 90-day period immediately following the occurrence of such registration default (the “initial period”), and such rate will increase by 0.25% per annum on the 91st day following the occurrence of such registration default (provided that the maximum additional interest rate during the initial period shall be 0.25% per annum and the maximum additional interest rate thereafter shall be 0.50% per annum, in each case regardless of the number of registration defaults that have occurred and are continuing). We will pay such additional interest on regular interest payment dates. Such additional interest will be in addition to any other interest payable from time to time with respect to the old notes and the new notes.

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CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES

The following is a general discussion of certain U.S. federal income tax consequences to a holder relating to the exchange of old notes for new notes pursuant to the exchange offer, as of the date hereof. This discussion does not address specific tax considerations that may be relevant to particular persons in light of their individual circumstances (including, for example, entities treated as partnerships for U.S. federal income tax purposes or partners or members therein, banks or other financial institutions, broker-dealers, insurance companies, regulated investment companies, tax-exempt entities, common trust funds, controlled foreign corporations, dealers in securities or currencies, and persons in special situations, such as those who hold notes as part of a straddle, synthetic security, conversion transaction, or other integrated investment comprising notes and one or more other investments). In addition, this discussion does not describe any tax considerations arising under U.S. federal gift or estate or other federal tax laws or under the tax laws of any state, local or foreign jurisdiction. This discussion is based upon the Internal Revenue Code of 1986, as amended, the Treasury Department regulations promulgated thereunder, and administrative and judicial interpretations thereof, all as of the date hereof and all of which are subject to change, possibly with retroactive effect. Each holder is urged to consult its tax advisor regarding the U.S. federal, state, local and non-U.S. income and other tax considerations relating to the exchange of old notes for new notes and relating to the acquisition, ownership and disposition of the new notes.

The exchange of an old note for a new note pursuant to the exchange offer will not constitute a “significant modification” of the old note for U.S. federal income tax purposes and, accordingly, the new note received will be treated as a continuation of the old note in the hands of such holder. As a result, there will be no U.S. federal income tax consequences to a holder who exchanges an old note for a new note pursuant to the exchange offer and any such holder will have the same adjusted tax basis and holding period in the new note as it had in the old note immediately before the exchange. A holder who does not exchange its old notes for new notes pursuant to the exchange offer will not recognize any gain or loss, for U.S. federal income tax purposes, upon consummation of the exchange offer.

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PLAN OF DISTRIBUTION

Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where such old notes were acquired as a result of market making activities or other trading activities. We have agreed that, for a period of 180 days after the completion of the exchange offer, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. During this period, we will send copies of this prospectus, as amended or supplemented, to those broker-dealers that check the box on the letter of transmittal accompanying this prospectus requesting additional copies of this prospectus.

We will not receive any proceeds from any sale of new notes by broker-dealers. New notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such new notes. Any broker-dealer that resells new notes that were received by it for its own account as a result of market-making or other trading activities pursuant to the exchange offer and any broker or dealer that participates in a distribution of such new notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of new notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 180 days after the expiration date, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer other than commissions or concessions of any brokers or dealers and will indemnify the holders of the old notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

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LEGAL MATTERS

Certain matters with respect to the validity of the new notes and the related guarantees will be passed upon for us by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York.

EXPERTS

The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 10-K of Express Scripts, Inc. for the year ended December 31, 2011 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The audited historical financial statements of Medco Health Solutions, Inc. included in Exhibit 99.4 in this registration statement and the financial statement schedule and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this registration statement by reference to the Annual Report on Form 10-K of Medco Health Solutions, Inc. for the year ended December 31, 2011 have been so included/incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

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WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. You may inspect without charge any documents filed by us at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site, www.sec.gov, that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

We are “incorporating by reference” certain documents that we, ESI and Medco, have filed with the SEC under the Exchange Act, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, except for any information superseded by information contained directly in this prospectus, or any subsequently filed document deemed incorporated by reference. We incorporate by reference into this prospectus the documents listed below (excluding any portions of such documents that have been “furnished” but not “filed” for purposes of the Exchange Act):

• our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2012, filed on May 10, 2012, June 30, 2012 (except for the financial statements discussed below), filed on August 7, 2012, and September 30, 2012 (except for the financial statements discussed below), filed on November 6, 2012;

• our Current Reports on Form 8-K and Form 8-K/A filed on April 2, 2012, April 6, 2012, April 13, 2012 (except for the financial statements discussed below), June 4, 2012, June 5, 2012, June 18, 2012, September 27, 2012 and November 19, 2012;

• ESI’s Annual Report on Form 10-K for the year ended December 31, 2011, filed on February 22, 2012 and amended on April 2, 2012;

• ESI’s Current Reports on Form 8-K filed on February 10, 2012, February 13, 2012, February 29, 2012, March 12, 2012, March 28, 2012, April 2, 2012 and April 6, 2012;

• Medco’s Annual Report on Form 10-K for the year ended December 31, 2011, filed on February 21, 2012 and amended on April 2, 2012 (except for the financial statements discussed below); and

• Medco’s Current Reports on Form 8-K filed on February 3, 2012, February 13, 2012 (film no. 12595138), February 13, 2012 (film no. 12595139), March 12, 2012, March 23, 2012, March 28, 2012, April 2, 2012 and April 6, 2012.

In addition, we are incorporating by reference herein the audited consolidated financial statements of Medco as of December 31, 2011, together with the notes thereto, the unaudited consolidated financial statements of Medco as of March 31, 2012, together with the notes thereto, and revised condensed consolidating statement of operations of Express Scripts for the three and six months ended June 30, 2012 and for the three and nine months ended September 30, 2012, which statements are filed as Exhibits 99.4, 99.5 and 99.6 to the registration statement of which this prospectus forms a part. The financial statements filed as Exhibit 99.2 and 99.3 to Express Scripts’ Form 8-K/A filed April 13, 2012, the financial statements contained in Express Scripts’ Quarterly Report on Form 10-Q for the quarters ended June 30, 2012 and September 30, 2012 (with respect to condensed consolidating statements of operations only) and the financial statements contained in Medco’s Annual Report on Form 10-K for the year ended December 31, 2011, have been superseded by subsequent financial statements incorporated by reference herein.

Any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus are incorporated herein by reference until completion of the offering (excluding any portions of such filings that have been “furnished” but not “filed” for purposes of the Exchange Act). Any statement contained in this prospectus or in a document incorporated by reference shall be deemed to be modified or superseded to the extent that a statement contained in those documents modifies or supersedes that

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statement. Any statement so modified or superseded will not be deemed to constitute a part of this prospectus except as so modified or superseded. Statements contained in this prospectus as to the contents of any contract or other document referred to in this prospectus do not purport to be complete, and, where reference is made to the particular provisions of such contract or other document, such provisions are qualified in all respects by reference to all of the provisions of such contract or other document. We will provide a copy of the documents we incorporate by reference, at no cost, to any person that receives this prospectus. You may request a copy of these documents by writing or telephoning us at:

Express Scripts Holding Company

One Express Way

St. Louis, Missouri 63121

Attention: Investor Relations

(314) 810-3115

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

Indemnification of Directors and Officers of Express Scripts Holding Company

Delaware law permits a corporation to adopt a provision in its certificate of incorporation eliminating or limiting the personal liability of a director, but not an officer in his or her capacity as such, to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except that such provision may not limit the liability of a director for (i) any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) liability under section 174 of the General Corporation Law of the State of Delaware (the “DGCL”) for unlawful payment of dividends or stock purchases or redemptions, or (iv) any transaction from which the director derived an improper personal benefit.

Under Delaware law, a corporation may indemnify any person made a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), because he or she is or was an officer, director, employee or agent of the corporation or was serving at the request of the corporation as an officer, director, employee or agent of another corporation or entity against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such proceeding: if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, in the case of a criminal proceeding, he or she had no reasonable cause to believe that his or her conduct was unlawful. A corporation may indemnify any person made a party or threatened to be made a party to any threatened, pending or completed action or suit brought by or in the right of the corporation because he or she was an officer, director, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other entity, against expenses (including attorneys’ fees) actually and reasonably incurred in connection with such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, provided that such indemnification will be denied if the person is found liable to the corporation unless, in such a case, the court determines the person is entitled to indemnification for such expenses as the court deems proper. A corporation must indemnify a present or former director or officer who successfully defends himself or herself in a proceeding to which he or she was a party because he or she was a director or officer of the corporation against expenses actually and reasonably incurred by him or her in connection with such proceeding. Expenses incurred by an officer or director, or any employees or agents as deemed appropriate by the board of directors, in defending civil or criminal proceedings may be paid by the corporation in advance of the final disposition of such proceedings upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it is ultimately determined that he or she is not entitled to be indemnified by the corporation.

The Registrant’s amended and restated certificate of incorporation provides that the Registrant shall indemnify, to the fullest extent permitted by Section 145 of the DGCL, as amended from time to time, each person who is or was a director or officer of the Registrant and the heirs, executors and administrators of such a person.

The Registrant’s amended and restated bylaws provide that the Registrant shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was or has agreed to serve at the request of the Registrant as a director or officer of the Registrant, or is or was serving or has agreed to serve at the request of the Registrant as a director or officer of another corporation or other enterprise, against expenses (including attorneys’ fees) and amounts paid in settlement actually and reasonably incurred by the indemnitee, if the indemnitee acted in good faith and in a manner he or she reasonably

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believed to be in or not opposed to the best interests of the Registrant and, with respect to any criminal action, suit or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Additionally, the Registrant shall pay, in advance of a final disposition, expenses (including attorneys’ fees) incurred by a director or officer in defending any such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified.

In the case of an action or suit by or in the right of the Registrant to procure a judgment in its favor (i) the indemnification provided by the amended and restated bylaws shall be limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person in the defense or settlement of such action or suit, and (ii) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Registrant unless a court shall determine that, despite the adjudication of liability, such person is entitled to be indemnified.

The board of the Registrant may authorize the Registrant’s counsel to represent a director or officer, in any action, suit or proceeding, whether or not the Registrant is a party to such action, suit or proceeding. To the extent that any director or officer is, by reason of his or her corporate status, a witness or otherwise participates in any action, suit or proceeding at a time when such person is not a party in the action, suit or proceeding, the Registrant shall indemnify such person against all expenses (including attorneys’ fees) actually and reasonably incurred by such person or on his or her behalf in connection therewith.

Where the indemnification provided for in the amended and restated bylaws of the Registrant is held by a court to be unavailable to a director or officer in whole or in part, the Registrant may contribute to the payment of such director’s or officer’s costs, charges and expenses (including attorneys’ fees) and amounts paid in settlement with respect to any action, suit or proceeding under certain circumstances set forth in the amended and restated bylaws.

If the DGCL is amended to expand further the indemnification permitted to directors or officers, then the Registrant shall indemnify such persons to the fullest extent permitted by the DGCL, as so amended.

The indemnification provided by the amended and restated bylaws shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

Additionally, the Registrant has entered into separate indemnification agreements with each of its directors and certain executive officers (including the Registrant’s named executive officers), pursuant to which the Registrant agrees to provide certain indemnification rights to such officers and directors in exchange for their continued service to the Registrant. Under these agreements, the Registrant has agreed, among other things, to indemnify such officers and directors to the fullest extent permitted by the DGCL, subject to certain limitations.

The indemnification agreements provide that the indemnified party will be entitled to the indemnification rights described in the following sentence if the indemnified party is a party or is threatened to be made a party to any proceeding (other than an action by or in the name of the Registrant) by reason of the fact that the indemnified party is or was a director, officer, employee or agent of the Registrant, or is or was serving at the request of the Registrant as a director, officer, employee or agent or fiduciary of any other entity. The indemnified party will be indemnified against all costs, judgments, expenses actually and reasonably incurred by the indemnified party in connection with such proceeding, if the indemnified party acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Registrant, and with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.

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The indemnification agreements provide that the indemnified party will be entitled to the indemnification rights described in the following sentence provided that the indemnified party was or is a party or is threatened to be made a party to any proceeding brought by or in the name of the Registrant by reason of the fact that the indemnified party is or was a director, officer, employee or agent or fiduciary of the Registrant, or by reason of anything done or not done by the indemnified party in any such capacity. The indemnified party will be indemnified against all costs, judgments, and expenses actually and reasonably incurred by indemnified party in connection with such proceeding if the indemnified party acted in good faith and in a manner the indemnified party reasonably believed to be in or not opposed to the best interests of the Registrant; provided, that no such indemnification will be made in respect of any claim as to which the DGCL expressly prohibits such indemnification unless the Court of Chancery of the State of Delaware or the court in which such suit is brought determines that the indemnified party is entitled to indemnification.

The Registrant will pay expenses incurred by the indemnified party in advance of the final disposition of any proceeding, subject to the receipt of an undertaking by the indemnified party to reimburse such amounts if it is determined that the indemnified party is not entitled to be indemnified against such expenses.

Item 21. Exhibits and Financial Statement Schedules.

See the “Exhibit Index” following the signature pages hereto.

Item 22. Undertakings.

The undersigned registrants hereby undertake:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrants’ annual reports pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(5) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(6) That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(7) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(8) To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(9) To supply by means of post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Saint Louis, State of Missouri, on November 19, 2012.

EXPRESS SCRIPTS HOLDING COMPANY
By:	/s/ George Paz
	Name:	George Paz
	Title:	President and Chief Executive Officer

POWERS OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Keith J. Ebling and Martin P. Akins to be his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments to this registration statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ George Paz George Paz	Chairman, President and Chief Executive Officer (Principal Executive Officer)	November 19, 2012
/s/ Jeffrey Hall Jeffrey Hall	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	November 19, 2012
/s/ Gary G. Benanav	Director	November 19, 2012
Gary G. Benanav
/s/ Maura C. Breen	Director	November 19, 2012
Maura C. Breen
/s/ William J. DeLaney	Director	November 19, 2012
William J. DeLaney
/s/ Nicholas J. LaHowchic	Director	November 19, 2012
Nicholas J. LaHowchic

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Signature	Title	Date
/s/ Thomas P. Mac Mahon	Director	November 19, 2012
Thomas P. Mac Mahon
/s/ Frank Mergenthaler	Director	November 19, 2012
Frank Mergenthaler
/s/ Woodrow A. Myers, Jr. M.D.	Director	November 19, 2012
Woodrow A. Myers, Jr. M.D.
/s/ John O. Parker, Jr.	Director	November 19, 2012
John O. Parker, Jr.
/s/ William L. Roper, M.D. MPH	Director	November 19, 2012
William L. Roper, M.D. MPH
/s/ Samuel K. Skinner	Director	November 19, 2012
Samuel K. Skinner
/s/ Seymour Sternberg	Director	November 19, 2012
Seymour Sternberg

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Saint Louis, State of Missouri, on November 19, 2012.

AIRPORT HOLDINGS, LLC ESI REALTY, LLC
By:	Express Scripts, Inc., as sole Member
By:	/s/ Keith J. Ebling
	Name:	Keith J. Ebling
	Title:	Vice President

POWERS OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Keith J. Ebling and Martin P. Akins to be his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments to this registration statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ David Norton David Norton	President (Principal Executive Officer)	November 19, 2012
/s/ Jeffrey Hall Jeffrey Hall	Treasurer (Principal Financial and Accounting Officer)	November 19, 2012
/s/ Keith J. Ebling Keith J. Ebling	Director of Express Scripts, Inc.	November 19, 2012

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Saint Louis, State of Missouri, on November 19, 2012.

BYFIELD DRUG, INC.

CARE CONTINUUM, INC.

CFI OF NEW JERSEY, INC.

CHESAPEAKE INFUSION, INC.

ESI HRA, LLC

CURASCRIPT PBM SERVICES, INC.

DIVERSIFIED PHARMACEUTICAL SERVICES, INC.

ESI ACQUISITION, INC.

ESI CLAIMS, INC.

ESI ENTERPRISES, LLC

ESI MAIL ORDER PROCESSING, INC.

EXPRESS SCRIPTS, INC.

EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC

EXPRESS SCRIPTS SERVICES COMPANY

FRECO, INC.

FREEDOM SERVICE COMPANY, LLC

HEALTHBRIDGE, INC.

HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC.

iBIOLOGIC, INC.

IVTX, INC.

LYNNFIELD COMPOUNDING CENTER, INC.

LYNNFIELD DRUG, INC.

MATRIX GPO LLC

MEDCO HEALTH SOLUTIONS, INC.

NATIONAL PRESCRIPTION ADMINISTRATORS, INC.

PRIORITY HEALTHCARE CORPORATION

PRIORITY HEALTHCARE CORPORATION WEST

PRIORITY HEALTHCARE DISTRIBUTION, INC.

PRIORITY HEALTHCARE PHARMACY, INC.

PRIORITYHEALTHCARE.COM, INC.

SINUSPHARMACY, INC.

SPECIALTY INFUSION PHARMACY, INC.

SPECTRACARE, INC.

SPECTRACARE HEALTH CARE VENTURES, INC.

SPECTRACARE INFUSION PHARMACY, INC.

VALUE HEALTH, INC.

YOURPHARMACY.COM, INC.

By:	/s/ Keith J. Ebling
	Name:	Keith J. Ebling
	Title:	Vice President

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POWERS OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Keith J. Ebling and Martin P. Akins to be his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments to this registration statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jeffrey Hall Jeffrey Hall	President and Treasurer (Principal Executive, Financial and Accounting Officer)	November 19, 2012
/s/ Keith J. Ebling	Director or Manager	November 19, 2012
Keith J. Ebling

S-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Saint Louis, State of Missouri, on November 19, 2012.

ACCREDO CARE NETWORK, INC.

ACCREDO HEALTH GROUP, INC.

ACCREDO HEALTH, INCORPORATED

AHG OF NEW YORK, INC.

BIOPARTNERS IN CARE, INC.

BRACKET GLOBAL LLC

CCS INFUSION MANAGEMENT, LLC

CCSI HOLDING 3, LLC

CRITICAL CARE SYSTEMS, INC.

DNA DIRECT, INC.

ENVISION PHARMA INC.

EVIDENCE SCIENTIFIC SOLUTIONS, INC.

HIDDEN RIVER, L.L.C.

HOME HEALTHCARE RESOURCES, INC.

INFINITY INFUSION II, LLC

INFINITY INFUSION, LLC

INSTITUTE FOR MEDICAL EDUCATION & RESEARCH, INC.

MAH PHARMACY, L.L.C.

MAH PROCESSING, INC.

MEDCO AT HOME, L.L.C.

MEDCO CDUR, L.L.C.

MEDCO CHP, L.L.C.

MEDCO CONTINUATION HEALTH, L.L.C.

MEDCO EUROPE, L.L.C.

MEDCO EUROPE II, L.L.C.

MEDCO HEALTH, L.L.C.

MEDCO HEALTH NEW YORK INDEPENDENT PRACTICE ASSOCIATION, L.L.C.

MEDCO HEALTH PUERTO RICO, L.L.C.

MEDCO HEALTH SERVICES, INC.

MEDCO HEALTH SOLUTIONS OF COLUMBUS NORTH, LTD.

MEDCO HEALTH SOLUTIONS OF COLUMBUS WEST, LTD.

MEDCO HEALTH SOLUTIONS OF FAIRFIELD, L.L.C.

MEDCO HEALTH SOLUTIONS OF FRANKLIN LAKES, L.L.C.

MEDCO HEALTH SOLUTIONS OF HENDERSON, NEVADA, L.L.C.

MEDCO HEALTH SOLUTIONS OF HIDDEN RIVER, L.C.

MEDCO HEALTH SOLUTIONS OF ILLINOIS, L.L.C.

MEDCO HEALTH SOLUTIONS OF INDIANA, L.L.C.

MEDCO HEALTH SOLUTIONS OF IRVING, L.L.C.

MEDCO HEALTH SOLUTIONS OF LAS VEGAS, L.L.C.

MEDCO HEALTH SOLUTIONS OF NETPARK, L.L.C.

MEDCO HEALTH SOLUTIONS OF NORTH VERSAILLES, L.L.C.

MEDCO HEALTH SOLUTIONS OF RICHMOND, L.L.C.

MEDCO HEALTH SOLUTIONS OF SPOKANE, L.L.C.

MEDCO HEALTH SOLUTIONS OF TEXAS, L.L.C.

MEDCO HEALTH SOLUTIONS OF WILLINGBORO, L.L.C.

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MEDCOHEALTH.COM, L.L.C.

MEDCO OF WILLINGBORO URBAN RENEWAL, L.L.C.

MEDCO RESEARCH INSTITUTE, L.L.C.

NATIONAL DIABETIC MEDICAL SUPPLY, L.L.C.

NATIONAL RX SERVICES NO. 3, INC. OF OHIO

P-STAR ACQUISITION CO., INC.

SYSTEMED, L.L.C.

THE VACCINE CONSORTIUM, LLC

THERAPEASE CUISINE, INC.

TVC ACQUISITION CO., INC.

UBC HEALTH CARE ANALYTICS, INC.

UBC LATE STAGE, INC.

UBC SCIENTIFIC SOLUTIONS, INC.

UNITED BIOSOURCE CORPORATION

UNITED BIOSOURCE PATIENT SOLUTIONS, INC.

By:	/s/ Jeffrey Hall
	Name:	Jeffrey Hall
	Title:	President

POWERS OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Keith J. Ebling and Martin P. Akins to be his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments to this registration statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jeffrey Hall Jeffrey Hall	President (Principal Executive, Financial and Accounting Officer)	November 19, 2012
/s/ Jeffrey Hall	Director or Manager	November 19, 2012
Jeffrey Hall

S-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Saint Louis, State of Missouri, on November 19, 2012.

CRITICAL CARE SYSTEMS OF NEW YORK, INC.
By:	/s/ Andrew Walk
	Name:	Andrew Walk
	Title:	President

POWERS OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Keith J. Ebling and Martin P. Akins to be his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments to this registration statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Andrew Walk Andrew Walk	President (Principal Executive, Financial and Accounting Officer)	November 19, 2012
/s/ Andrew Walk	Director	November 19, 2012
Andrew Walk

S-8

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Saint Louis, State of Missouri, on November 19, 2012.

EXPRESS SCRIPTS CANADA HOLDING, CO.
By:	/s/ Keith J. Ebling
	Name:	Keith J. Ebling
	Title:	Vice President

POWERS OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Keith J. Ebling and Martin P. Akins to be his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments to this registration statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael Biskey	President (Principal Executive Officer)	November 19, 2012
Michael Biskey
/s/ Jeffrey Hall Jeffrey Hall	Chairman and Treasurer (Principal Financial and Accounting Officer)	November 19, 2012
/s/ Jeffrey Hall	Director	November 19, 2012
Jeffrey Hall

S-9

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Saint Louis, State of Missouri, on November 19, 2012.

EXPRESS SCRIPTS CANADA HOLDING, LLC
By:	/s/ Keith J. Ebling
	Name:	Keith J. Ebling
	Title:	Vice President

POWERS OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Keith J. Ebling and Martin P. Akins to be his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments to this registration statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael Biskey	President (Principal Executive Officer)	November 19, 2012
Michael Biskey
/s/ Jeffrey Hall Jeffrey Hall	Chairman and Treasurer (Principal Financial and Accounting Officer)	November 19, 2012
/s/ Keith J. Ebling	Manager	November 19, 2012
Keith J. Ebling

S-10

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Saint Louis, State of Missouri, on November 19, 2012.

ESI MAIL PHARMACY SERVICE, INC.
CURASCRIPT, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC.
MOORESVILLE ON-SITE PHARMACY, LLC
By:	/s/ Jeffrey Hall
	Name:	Jeffrey Hall
	Title:	Vice President and Treasurer

POWERS OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Keith J. Ebling and Martin P. Akins to be his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments to this registration statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Patrick McNamee	President (Principal Executive Officer)	November 19, 2012
Patrick McNamee
/s/ Jeffrey Hall Jeffrey Hall	Vice President and Treasurer (Principal Financial and Accounting Officer)	November 19, 2012
/s/ Patrick McNamee	Director or Manager	November 19, 2012
Patrick McNamee

S-11

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Saint Louis, State of Missouri, on November 19, 2012.

EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO.
By:	/s/ Jeffrey Hall
	Name:	Jeffrey Hall
	Title:	Vice President and Treasurer

POWERS OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Keith J. Ebling and Martin P. Akins to be his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments to this registration statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Patrick McNamee	President (Principal Executive Officer)	November 19, 2012
Patrick McNamee
/s/ Jeffrey Hall Jeffrey Hall	Vice President and Treasurer (Principal Financial and Accounting Officer)	November 19, 2012
/s/ Keith J. Ebling	Director	November 19, 2012
Keith J. Ebling

S-12

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Saint Louis, State of Missouri, on November 19, 2012.

EXPRESS SCRIPTS WC, INC.
By:	/s/ Matthew Harper
	Name:	Matthew Harper
	Title:	Vice President and Treasurer

POWERS OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Keith J. Ebling and Martin P. Akins to be his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments to this registration statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Edward Ignaczak	President (Principal Executive Officer)	November 19, 2012
Edward Ignaczak
/s/ Matthew Harper Matthew Harper	Vice President and Treasurer (Principal Financial and Accounting Officer)	November 19, 2012
/s/ Edward Ignaczak	Director	November 19, 2012
Edward Ignaczak

S-13

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Saint Louis, State of Missouri, on November 19, 2012.

ESI-GP HOLDINGS, INC.
ESI RESOURCES, INC.
By:	/s/ Matt Dietrich
	Name:	Matt Dietrich
	Title:	President and Treasurer

POWERS OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Keith J. Ebling and Martin P. Akins to be his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments to this registration statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Matt Dietrich Matt Dietrich	President and Treasurer (Principal Executive, Financial and Accounting Officer)	November 19, 2012
/s/ Matt Dietrich	Director	November 19, 2012
Matt Dietrich
/s/ Marcus Magnuson	Director	November 19, 2012
Marcus Magnuson

S-14

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Saint Louis, State of Missouri, on November 19, 2012.

EXPRESS SCRIPTS SENIOR CARE, INC.
EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC.
By:	/s/ Jeffrey Hall
	Name:	Jeffrey Hall
	Title:	President and Treasurer

POWERS OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Keith J. Ebling and Martin P. Akins to be his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments to this registration statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jeffrey Hall Jeffrey Hall	President and Treasurer (Principal Executive, Financial and Accounting Officer)	November 19, 2012
/s/ Keith J. Ebling	Director	November 19, 2012
Keith J. Ebling

S-15

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Saint Louis, State of Missouri, on November 19, 2012.

ESI PARTNERSHIP
By:	Express Scripts, Inc., as Partner
By:	/s/ Keith J. Ebling
	Name:	Keith J. Ebling
	Title:	Vice President
By:	ESI-GP Holdings, Inc., as Partner
By:	/s/ Matt Dietrich
	Name:	Matt Dietrich
	Title:	President and Treasurer

POWERS OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Keith J. Ebling and Martin P. Akins to be his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments to this registration statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jeffrey Hall Jeffrey Hall	President and Treasurer (Principal Executive, Financial and Accounting Officer)	November 19, 2012
/s/ Keith J. Ebling Keith J. Ebling	Director of Express Scripts, Inc.	November 19, 2012
/s/ Matt Dietrich Matt Dietrich	Director of ESI-GP Holdings, Inc.	November 19, 2012
/s/ Marcus Magnuson Marcus Magnuson	Director of ESI-GP Holdings, Inc.	November 19, 2012

S-16

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Saint Louis, State of Missouri, on November 19, 2012.

SPECTRACARE OF INDIANA
By:	Spectracare, Inc., as Partner
By:	/s/ Keith J. Ebling
	Name:	Keith J. Ebling
	Title:	Vice President
By:	Care Continuum, Inc., as Partner
By:	/s/ Keith J. Ebling
	Name:	Keith J. Ebling
	Title:	Vice President

POWERS OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Keith J. Ebling and Martin P. Akins to be his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments to this registration statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jeffrey Hall Jeffrey Hall	President and Treasurer (Principal Executive, Financial and Accounting Officer)	November 19, 2012
/s/ Keith J. Ebling Keith J. Ebling	Director of Spectracare, Inc.	November 19, 2012
/s/ Keith J. Ebling Keith J. Ebling	Director of Care Continuum, Inc.	November 19, 2012

S-17

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Saint Louis, State of Missouri, on November 19, 2012.

POLYMEDICA CORPORATION LIBERTY HEALTHCARE GROUP, INC. LIBERTY HEALTHCARE PHARMACY OF NEVADA, LLC LIBERTY LANE DEVELOPMENT COMPANY, INC. LIBERTY MARKETPLACE, INC. LIBERTY MEDICAL SUPPLY, INC.
By:	/s/ Frank Harvey
	Name:	Frank Harvey
	Title:	President and Secretary

POWERS OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Keith J. Ebling and Martin P. Akins to be his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments to this registration statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Frank Harvey Frank Harvey	President and Secretary (Principal Executive, Financial and Accounting Officer)	November 19, 2012
/s/ Frank Harvey Frank Harvey	Director or Manager	November 19, 2012

S-18

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Saint Louis, State of Missouri, on November 19, 2012.

INFINITY INFUSION CARE, LTD.
By:	Infinity Infusion, LLC, as Partner
By:	/s/ Jeffrey Hall
	Name:	Jeffrey Hall
	Title:	President
By:	Infinity Infusion II, LLC, as Partner
By:	/s/ Jeffrey Hall
	Name:	Jeffrey Hall
	Title:	President

POWERS OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Keith J. Ebling and Martin P. Akins to be his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments to this registration statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jeffrey Hall Jeffrey Hall	President (Principal Executive, Financial and Accounting Officer)	November 19, 2012
/s/ Jeffrey Hall Jeffrey Hall	Director	November 19, 2012

S-19

EXHIBIT INDEX

Exhibit No.	Title
2.1(1)	Stock and Interest Purchase Agreement, dated as of April 9, 2009, among Express Scripts, Inc. and WellPoint, Inc., incorporated by reference to Exhibit No. 2.1 to Express Scripts, Inc.’s Current Report on Form 8-K filed April 14, 2009, File No. 000-20199.
2.2(1)	Agreement and Plan of Merger, dated as of July 20, 2011, by and among Express Scripts, Inc., Medco Health Solutions, Inc., Express Scripts Holding Company (formerly Aristotle Holding, Inc.), Aristotle Merger Sub, Inc. and Plato Merger Sub, Inc., incorporated by reference to Exhibit 2.1 to Express Scripts, Inc.’s Current Report on Form 8-K filed July 22, 2011, File No. 000-20199.
2.3	Amendment No. 1 to Agreement and Plan of Merger, dated as of November 7, 2011, by and among Express Scripts, Inc., Medco Health Solutions, Inc., Express Scripts Holding Company (formerly Aristotle Holding, Inc.), Aristotle Merger Sub, Inc., and Plato Merger Sub, Inc., incorporated by reference to Exhibit 2.1 to Express Scripts, Inc.’s Current Report on Form 8-K filed November 8, 2011, File No. 000-20199.
3.1	Amended and Restated Certificate of Incorporation of Express Scripts Holding Company, incorporated by reference to Exhibit 3.1 to Express Scripts Holding Company’s Current Report on Form 8-K filed April 2, 2012.
3.2	Amended and Restated Bylaws of Express Scripts Holding Company, incorporated by reference to Exhibit 3.2 to Express Scripts Holding Company’s Current Report on Form 8-K filed April 2, 2012.
4.1	Indenture, dated as of March 18, 2008, between Medco Health Solutions, Inc. and U.S. Bank Trust National Association, as Trustee, relating to Medco Health Solutions, Inc.’s 6.125% senior notes due 2013, 7.125% senior notes due 2018, 2.75% senior notes due 2015 and 4.125% senior notes due 2020, incorporated by reference to Exhibit 4.1 to Medco Health Solutions, Inc.’s Current Report on Form 8-K filed March 18, 2008, File No. 001-31312.
4.2	Form of 6.125% Notes due 2013, incorporated by reference to Exhibit 4.2 to Medco Health Solutions, Inc.’s Current Report on Form 8-K filed March 18, 2008, File No. 001-31312.
4.3	Form of 7.125% Notes due 2018, incorporated by reference to Exhibit 4.3 to Medco Health Solutions, Inc.’s Current Report on Form 8-K filed March 18, 2008, File No. 001-31312.
4.4	Form of 2.750% Notes due 2015, incorporated by reference to Exhibit 4.1 to Medco Health Solutions, Inc.’s Current Report on Form 8-K filed September 10, 2010, File No. 001-31312.
4.5	Form of 4.125% Notes due 2020, incorporated by reference to Exhibit 4.2 to Medco Health Solutions, Inc.’s Current Report on Form 8-K filed September 10, 2010, File No. 001-31312.
4.6	First Supplemental Indenture, dated as of April 2, 2012, among Medco Health Solutions, Inc., Express Scripts Holding Company, the other subsidiaries of Express Scripts Holding Company party thereto and U.S. Bank Trust National Association, as Trustee, incorporated by reference to Exhibit 4.3 to Express Scripts Holding Company’s Current Report on Form 8-K filed April 6, 2012.
4.7	Second Supplemental Indenture, dated as of May 29, 2012, among Medco Health Solutions, Inc., Express Scripts Holding Company, the other subsidiaries of Express Scripts Holding Company party thereto and U.S. Bank Trust National Association, as Trustee, incorporated by reference to Exhibit 4.3 to Express Scripts Holding Company’s Current Report on Form 8-K filed June 4, 2012.
4.8	Indenture, dated as of June 9, 2009, among Express Scripts, Inc., the Subsidiary Guarantors party thereto and Union Bank, N.A., as Trustee, incorporated by reference to Exhibit No. 4.1 to Express Scripts, Inc.’s Current Report on Form 8-K filed June 10, 2009.
4.9	First Supplemental Indenture, dated as of June 9, 2009, among Express Scripts, Inc., the Subsidiary Guarantors party thereto and Union Bank, N.A., as Trustee, related to Express Scripts, Inc.’s 5.25% senior notes due 2012, incorporated by reference to Exhibit No. 4.2 to Express Scripts, Inc.’s Current Report on Form 8-K filed June 10, 2009.

Exhibit No.	Title
4.10	Second Supplemental Indenture, dated as of June 9, 2009, among Express Scripts, Inc., the Subsidiary Guarantors party thereto and Union Bank, N.A., as Trustee, related to Express Scripts, Inc.’s 6.25% senior notes due 2014, incorporated by reference to Exhibit No. 4.3 to Express Scripts, Inc.’s Current Report on Form 8-K filed June 10, 2009.
4.11	Third Supplemental Indenture, dated as of June 9, 2009, among Express Scripts, Inc., the Subsidiary Guarantors party thereto and Union Bank, N.A., as Trustee, related to Express Scripts, Inc.’s 7.25% senior notes due 2019, incorporated by reference to Exhibit No. 4.4 to Express Scripts, Inc.’s Current Report on Form 8-K filed June 10, 2009.
4.12	Fourth Supplemental Indenture, dated as of December 1, 2009, among Express Scripts, Inc., the Subsidiary Guarantors party thereto and Union Bank, N.A., as Trustee, incorporated by reference to Exhibit 4.6 to Express Scripts, Inc.’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2011.
4.13	Fifth Supplemental Indenture, dated as of April 26, 2011, among Express Scripts, Inc., the Subsidiary Guarantors party thereto and Union Bank, N.A., as Trustee, incorporated by reference to Exhibit 4.7 to Express Scripts, Inc.’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2011.
4.14	Sixth Supplemental Indenture, dated as of May 2, 2011, among Express Scripts, Inc., the Subsidiary Guarantors party thereto and Union Bank, N.A., as Trustee, incorporated by reference to Exhibit 4.1 to Express Scripts, Inc.’s Current Report on Form 8-K filed May 2, 2011.
4.15	Seventh Supplemental Indenture, dated as of November 21, 2011, among Express Scripts, Inc., Express Scripts Holding Company (formerly Aristotle Holding, Inc.), the other subsidiaries of Express Scripts Holding Company party thereto and Union Bank, N.A., as Trustee, incorporated by reference to Exhibit 4.6 to Express Scripts, Inc.’s Current Report on Form 8-K filed November 25, 2011.
4.16	Eighth Supplemental Indenture, dated as of April 2, 2012, among Express Scripts, Inc., Express Scripts Holding Company, Medco Health Solutions, Inc., the other subsidiaries of Express Scripts Holding Company party thereto and Union Bank, N.A., as Trustee, incorporated by reference to Exhibit 4.2 to Express Scripts Holding Company’s Current Report on Form 8-K filed April 6, 2012.
4.17	Ninth Supplemental Indenture, dated as of May 29, 2012, among Express Scripts, Inc., Express Scripts Holding Company, Medco Health Solutions, Inc., the other subsidiaries of Express Scripts Holding Company party thereto and Union Bank, N.A., as Trustee, incorporated by reference to Exhibit 4.2 to Express Scripts Holding Company’s Current Report on Form 8-K filed June 4, 2012.
4.18	Indenture, dated as of November 21, 2011, among Express Scripts, Inc., Express Scripts Holding Company (formerly Aristotle Holding, Inc.), the other subsidiaries of Express Scripts Holding Company party thereto and Wells Fargo Bank, National Association, as Trustee, incorporated by reference to Exhibit 4.1 to Express Scripts, Inc.’s Current Report on Form 8-K filed November 25, 2011.
4.19	First Supplemental Indenture, dated as of November 21, 2011, among Express Scripts, Inc., Express Scripts Holding Company (formerly Aristotle Holding, Inc.), the other subsidiaries of Express Scripts Holding Company party thereto and Wells Fargo Bank, National Association, as Trustee, incorporated by reference to Exhibit 4.2 to Express Scripts, Inc.’s Current Report on Form 8-K filed November 25, 2011.
4.20	Second Supplemental Indenture, dated as of November 21, 2011, among Express Scripts, Inc., Express Scripts Holding Company (formerly Aristotle Holding, Inc.), the other subsidiaries of Express Scripts Holding Company party thereto and Wells Fargo Bank, National Association, as Trustee, incorporated by reference to Exhibit 4.3 to Express Scripts, Inc.’s Current Report on Form 8-K filed November 25, 2011.

Exhibit No.	Title
4.21	Third Supplemental Indenture, dated as of November 21, 2011, among Express Scripts, Inc., Express Scripts Holding Company (formerly Aristotle Holding, Inc.), the other subsidiaries of Express Scripts Holding Company party thereto and Wells Fargo Bank, National Association, as Trustee, incorporated by reference to Exhibit 4.4 to Express Scripts, Inc.’s Current Report on Form 8-K filed November 25, 2011.
4.22	Fourth Supplemental Indenture, dated as of November 21, 2011, among Express Scripts, Inc., Express Scripts Holding Company (formerly Aristotle Holding, Inc.), the other subsidiaries of Express Scripts Holding Company party thereto and Wells Fargo Bank, National Association, as Trustee, incorporated by reference to Exhibit 4.5 to Express Scripts, Inc.’s Current Report on Form 8-K filed November 25, 2011.
4.23	Fifth Supplemental Indenture, dated as of February 9, 2012, among Express Scripts, Inc., Express Scripts Holding Company (formerly Aristotle Holding, Inc.), the other subsidiaries of Express Scripts Holding Company party thereto and Wells Fargo Bank, National Association, as Trustee, related to Express Scripts Holding Company’s 2.100% senior notes due 2015, incorporated by reference to Exhibit 4.1 to Express Scripts, Inc.’s Current Report on Form 8-K filed February 10, 2012, File No. 000-20199.
4.24	Sixth Supplemental Indenture, dated as of February 9, 2012, among Express Scripts, Inc., Express Scripts Holding Company (formerly Aristotle Holding, Inc.), the other subsidiaries of Express Scripts Holding Company party thereto and Wells Fargo Bank, National Association, as Trustee, related to Express Scripts Holding Company’s 2.650% senior notes due 2017, incorporated by reference to Exhibit 4.2 to Express Scripts, Inc.’s Current Report on Form 8-K filed February 10, 2012, File No. 000-20199.
4.25	Seventh Supplemental Indenture, dated as of February 9, 2012, among Express Scripts, Inc., Express Scripts Holding Company (formerly Aristotle Holding, Inc.), the other subsidiaries of Express Scripts Holding Company party thereto and Wells Fargo Bank, National Association, as Trustee, related to Express Scripts Holding Company’s 3.900% senior notes due 2022, incorporated by reference to Exhibit 4.3 to Express Scripts, Inc.’s Current Report on Form 8-K filed February 10, 2012, File No. 000-20199.
4.26	Eighth Supplemental Indenture, dated as of April 2, 2012, among Express Scripts, Inc., Express Scripts Holding Company, Medco Health Solutions, Inc., the other subsidiaries of Express Scripts Holding Company party thereto and Wells Fargo Bank, National Association, as Trustee, incorporated by reference to Exhibit 4.1 to Express Scripts Holding Company’s Current Report on Form 8-K filed April 6, 2012.
4.27	Ninth Supplemental Indenture, dated as of May 29, 2012, among Express Scripts, Inc., Express Scripts Holding Company, Medco Health Solutions, Inc., the other subsidiaries of Express Scripts Holding Company party thereto and Wells Fargo Bank, National Association, as Trustee, incorporated by reference to Exhibit 4.1 to Express Scripts Holding Company’s Current Report on Form 8-K filed June 4, 2012.
4.28	Subsidiary Guaranty, dated as of April 2, 2012, by and among the subsidiaries of Express Scripts Holding Company party thereto as guarantors, in favor of Credit Suisse, as supplemented by that certain counterpart dated as of May 29, 2012, incorporated by reference to Exhibit 4.4 to Express Scripts Holding Company’s Current Report on Form 8-K filed June 4, 2012.
5.1(2)	Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.

Exhibit No.	Title
10.1	Purchase Agreement, dated as of November 14, 2011, among Express Scripts, Inc., Express Scripts Holding Company (formerly Aristotle Holding, Inc.), certain other subsidiaries of Express Scripts Holding Company named therein and Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc., as representatives of the several initial purchasers named therein, incorporated by reference to Exhibit 10.1 to Express Scripts, Inc.’s Current Report on Form 8-K filed November 18, 2011.
10.2	Registration Rights Agreement, dated as of November 21, 2011, among Express Scripts, Inc., Express Scripts Holding Company (formerly Aristotle Holding, Inc.), the other subsidiaries of Express Scripts Holding Company party thereto and Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc., as representatives of the several initial purchasers of Express Scripts Holding Company’s 2.750% Senior Notes due 2014, incorporated by reference to Exhibit 10.1 to Express Scripts, Inc.’s Current Report on Form 8-K filed November 25, 2011.
10.3	Registration Rights Agreement, dated as of November 21, 2011, among Express Scripts, Inc., Express Scripts Holding Company (formerly Aristotle Holding, Inc.), the other subsidiaries of Express Scripts Holding Company party thereto and Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc., as representatives of the several initial purchasers of Express Scripts Holding Company’s 3.500% Senior Notes due 2016, incorporated by reference to Exhibit 10.2 to Express Scripts, Inc.’s Current Report on Form 8-K filed November 25, 2011.
10.4	Registration Rights Agreement, dated as of November 21, 2011, among Express Scripts, Inc., Express Scripts Holding Company (formerly Aristotle Holding, Inc.), the other subsidiaries of Express Scripts Holding Company party thereto and Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc., as representatives of the several initial purchasers of Express Scripts Holding Company’s 4.750% Senior Notes due 2021, incorporated by reference to Exhibit 10.3 to Express Scripts, Inc.’s Current Report on Form 8-K filed November 25, 2011.
10.5	Registration Rights Agreement, dated as of November 21, 2011, among Express Scripts, Inc., Express Scripts Holding Company (formerly Aristotle Holding, Inc.), the other subsidiaries of Express Scripts Holding Company party thereto and Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc., as representatives of the several initial purchasers of Express Scripts Holding Company’s 6.125% Senior Notes due 2041, incorporated by reference to Exhibit 10.4 to Express Scripts, Inc.’s Current Report on Form 8-K filed November 25, 2011.

Exhibit No.	Title
10.6	Purchase Agreement, dated as of February 6, 2012, among Express Scripts, Inc., Express Scripts Holding Company (formerly Aristotle Holding, Inc.), certain other subsidiaries of Express Scripts Holding Company party thereto and Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC, as representatives of the several initial purchasers named therein, incorporated by reference to Exhibit 10.1 to Express Scripts, Inc.’s Current Report on Form 8-K filed February 10, 2012, File No. 000-20199.
10.7	Registration Rights Agreement, dated as of February 9, 2012, among Express Scripts, Inc., Express Scripts Holding Company (formerly Aristotle Holding, Inc.), the other subsidiaries of Express Scripts Holding Company party thereto and Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC, as representatives of the several initial purchasers of Express Scripts Holding Company’s 2.100% senior notes due 2015, incorporated by reference to Exhibit 10.2 to Express Scripts, Inc.’s Current Report on Form 8-K filed February 10, 2012, File No. 000-20199.
10.8	Registration Rights Agreement, dated as of February 9, 2012, among Express Scripts, Inc., Express Scripts Holding Company (formerly Aristotle Holding, Inc.), the other subsidiaries of Express Scripts Holding Company party thereto and Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC, as representatives of the several initial purchasers of Express Scripts Holding Company’s 2.650% senior notes due 2017, incorporated by reference to Exhibit 10.3 to Express Scripts, Inc.’s Current Report on Form 8-K filed February 10, 2012, File No. 000-20199.
10.9	Registration Rights Agreement, dated as of February 9, 2012, among Express Scripts, Inc., Express Scripts Holding Company (formerly Aristotle Holding, Inc.), the other subsidiaries of Express Scripts Holding Company party thereto and Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC, as representatives of the several initial purchasers of Express Scripts Holding Company’s 3.900% senior notes due 2022, incorporated by reference to Exhibit 10.4 to Express Scripts, Inc.’s Current Report on Form 8-K filed February 10, 2012, File No. 000-20199.
10.10	Amended and Restated Express Scripts, Inc. 2000 Long-Term Incentive Plan, incorporated by reference to Exhibit No. 10.1 to Express Scripts, Inc.’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2001, File No. 000-20199.
10.11	Second Amendment to the Express Scripts, Inc. 2000 Long-Term Incentive Plan, incorporated by reference to Exhibit No. 10.27 to Express Scripts, Inc.’s Annual Report on Form 10-K for the year ending December 31, 2001, File No. 000-20199.
10.12	Third Amendment to the Express Scripts, Inc. 2000 Long-Term Incentive Plan, incorporated by reference to Exhibit A to Express Scripts, Inc.’s Proxy Statement filed April 18, 2006, File No. 000-20199.
10.13	Form of Stock Option Agreement used with respect to grants of stock options by Express Scripts, Inc. under the Express Scripts, Inc. 2000 Long-Term Incentive Plan, incorporated by reference to Exhibit No. 10.3 to Express Scripts, Inc.’s Current Report on Form 8-K filed February 26, 2008.
10.14	Form of Restricted Stock Agreement used with respect to grants of restricted stock by Express Scripts, Inc. under the Express Scripts, Inc. 2000 Long-Term Incentive Plan, incorporated by reference to Exhibit No. 10.7 to Express Scripts, Inc.’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2004.
10.15	Form of Performance Share Award Agreement used with respect to grants of performance shares by Express Scripts, Inc. under the Express Scripts, Inc. 2000 Long-Term Incentive Plan, incorporated by reference to Exhibit No. 10.2 to Express Scripts, Inc.’s Current Report on Form 8-K filed February 26, 2008.
10.16	Form of Stock Appreciation Right Award Agreement used with respect to grants of stock appreciation rights under the Express Scripts, Inc. 2000 Long-Term Incentive Plan, incorporated by reference to Exhibit No. 10.2 to Express Scripts, Inc.’s Current Report on Form 8-K filed March 7, 2006.

Exhibit No.	Title
10.17	Form of Restricted Stock Unit Agreement used with respect to grants of restricted stock units by Express Scripts, Inc. under the Express Scripts, Inc. 2000 Long-Term Incentive Plan, incorporated by reference to Exhibit No. 10.4 to Express Scripts, Inc.’s Current Report on Form 8-K filed March 3, 2009.
10.18	Express Scripts, Inc. 2011 Long-Term Incentive Plan (as amended and restated effective April 2, 2012), incorporated by reference to Exhibit 10.1 to Express Scripts Holding Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.
10.19	Form of Restricted Stock Unit Grant Notice for Non-Employee Directors used with respect to grants of restricted stock units by Express Scripts Holding Company under the Express Scripts, Inc. 2011 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.5 to Express Scripts Holding Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.
10.20	Form of Stock Option Grant Notice for Non-Employee Directors used with respect to grants of stock options by Express Scripts Holding Company under the Express Scripts, Inc. 2011 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.6 to Express Scripts Holding Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.
10.21	Form of Restricted Stock Unit Grant Notice used with respect to grants of restricted stock units by Express Scripts Holding Company under the Express Scripts, Inc. 2011 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.12 to Express Scripts Holding Company’s Current Report on Form 8-K filed April 2, 2012.
10.22	Form of Performance Share Award Notice used with respect to grants of performance shares by Express Scripts Holding Company under the Express Scripts, Inc. 2011 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.13 to Express Scripts Holding Company’s Current Report on Form 8-K filed April 2, 2012.
10.23	Form of Stock Option Grant Notice used with respect to grants of stock options by Express Scripts Holding Company under the Express Scripts, Inc. 2011 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.14 to Express Scripts Holding Company’s Current Report on Form 8-K filed April 2, 2012.
10.24	Express Scripts, Inc. Employee Stock Purchase Plan (as amended and restated effective April 2, 2012), incorporated by reference to Exhibit 10.2 to Express Scripts Holding Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.
10.25	Express Scripts, Inc. Amended and Restated Executive Deferred Compensation Plan (effective December 31, 2004 and grandfathered for the purposes of Section 409A of the Code), incorporated by reference to Exhibit No. 10.1 to Express Scripts, Inc.’s Current Report on Form 8-K filed May 25, 2007, File No. 000-20199.
10.26	Express Scripts, Inc. Executive Deferred Compensation Plan of 2005 (as amended and restated effective April 2, 2012), incorporated by reference to Exhibit 10.3 to Express Scripts Holding Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.
10.27	Accredo Health, Incorporated 2002 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.3 to Medco Health Solutions, Inc.’s Current Report on Form 8-K filed August 24, 2005, File No. 001-31312.
10.28	Medco Health Solutions, Inc. 2002 Stock Incentive Plan (as amended and restated effective April 2, 2012), incorporated by reference to Exhibit 10.4 to Express Scripts Holding Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.
10.29	Form of terms and conditions for director stock option and restricted stock unit awards, incorporated by reference to Exhibit 10.2 to Medco Health Solutions, Inc.’s Current Report on Form 8-K filed February 8, 2005, File No. 001-31312.

Exhibit No.	Title
10.30	Medco Health Solutions, Inc. Deferred Compensation Plan for Directors, incorporated by reference to Exhibit 10.24 to Medco Health Solutions, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 29, 2007, File No. 001-31312.
10.31	Indemnification and Insurance Matters Agreement between Merck & Co., Inc. and Medco Health Solutions, Inc., incorporated by reference to Exhibit 10.4 to Medco Health Solutions, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 27, 2003, File No. 001-31312.
10.32	Tax Responsibility Allocation Agreement, dated as of August 12, 2003, between Merck & Co., Inc. and Medco Health Solutions, Inc., incorporated by reference to Exhibit 10.5 to Medco Health Solutions, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 27, 2003, File No. 001-31312.
10.33	Settlement Agreement and Mutual Releases, dated as of October 23, 2006, entered into by and among the United States of America, acting through the United States Department of Justice, on behalf of the Office of the Inspector General of the Department of Health and Human Services, the Office of Personnel Management, and the Department of Defense TRICARE Management Activity; Medco Health Solutions, Inc.; Diane M. Collins; and relators George Bradford Hunt, Walter William Gauger and Joseph Piacentile, incorporated by reference to Exhibit 10.1 to Medco Health Solutions, Inc.’s Current Report on Form 8-K filed October 27, 2006, File No. 001-31312.
10.34	Settlement Agreement and Mutual Releases, dated as of October 23, 2006, entered into by and among the United States of America, acting through the United States Department of Justice, on behalf of the Office of the Inspector General of the Department of Health and Human Services and the Office of Personnel Management; Medco Health Solutions, Inc.; and relator Karl S. Schumann, incorporated by reference to Exhibit 10.2 to Medco Health Solutions, Inc.’s Current Report on Form 8-K filed October 27, 2006, File No. 001-31312.
10.35	Settlement Agreement and Mutual Releases, dated as of October 23, 2006, entered into by and among the United States of America, acting through the United States Department of Justice, on behalf of the Office of the Inspector General of the Department of Health and Human Services and Medco Health Solutions, Inc., incorporated by reference to Exhibit 10.3 to Medco Health Solutions, Inc.’s Current Report on Form 8-K filed October 27, 2006, File No. 001-31312.
10.36	Corporate Integrity Agreement, dated as of October 23, 2006, between the Office of the Inspector General of the Department of Health and Human Services and the Office of the Inspector General of the Office of Personnel Management and Medco Health Solutions, Inc., incorporated by reference to Exhibit 10.4 to Medco Health Solutions, Inc.’s Current Report on Form 8-K filed October 27, 2006, File No. 001-31312.
10.37	Amended and Restated Executive Employment Agreement, dated as of October 31, 2008, and effective as of November 1, 2008, between Express Scripts, Inc. and George Paz, incorporated by reference to Exhibit No. 10.1 to Express Scripts, Inc.’s Current Report on Form 8-K filed October 31, 2008.
10.38	Amendment to the Amended and Restated Executive Employment Agreement, dated as of December 15, 2010, between Express Scripts, Inc. and George Paz, incorporated by reference to Exhibit 10.1 to Express Scripts, Inc.’s Current Report on Form 8-K filed December 21, 2010.
10.39	Form of Amended and Restated Executive Employment Agreement entered into between Express Scripts, Inc. and certain key executives (including all of Express Scripts, Inc.’s named executive officers other than Mr. Paz), incorporated by reference to Exhibit 10.2 to Express Scripts, Inc.’s Current Report on Form 8-K filed October 31, 2008.
10.40	Description of Compensation Payable to Non-Employee Directors, incorporated by reference to Exhibit No. 10.1 to Express Scripts, Inc.’s Current Report on Form 8-K filed May 30, 2008.
10.41	Summary of Named Executive Officer 2010 Salaries, 2009 Bonus Awards, 2010 Maximum Bonus Potential, and 2010 Equity and Performance Awards, incorporated by reference to Exhibit No. 10.1 to Express Scripts, Inc.’s Current Report on Form 8-K filed March 9, 2010.

Exhibit No.	Title
10.42	Form of Indemnification Agreement entered into between Express Scripts, Inc. and each member of its Board of Directors, and between Express Scripts, Inc. and certain key executives (including all of Express Scripts, Inc.’s named executive officers), incorporated by reference to Exhibit 10.1 to Express Scripts, Inc.’s Current Report on Form 8-K filed December 29, 2006.
10.43	Pharmacy Benefits Management Services Agreement, dated as of December 1, 2009, between Express Scripts, Inc. and WellPoint, Inc., on behalf of itself and certain designated affiliates, incorporated by reference to Exhibit No. 10.30 to Express Scripts, Inc.’s Annual Report on Form 10-K for the year ending December 31, 2009.
10.44	Amendment No. 1 to the Pharmacy Benefits Management Services Agreement, dated as of August 20, 2010 (effective as of January 1, 2010), between Express Scripts, Inc., on behalf of itself and its subsidiaries, and WellPoint, Inc., on behalf of itself and certain designated affiliates, incorporated by reference to Exhibit No. 10.2 to Express Scripts, Inc.’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2010.
10.45	Underwriting Agreement, dated as of April 27, 2011, among Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and RBS Securities Inc., as representatives of the several Underwriters listed on Schedule A thereto, Express Scripts, Inc. and the Subsidiary Guarantors named therein, incorporated by reference to Exhibit 1.1 to Express Scripts, Inc.’s Current Report on Form 8-K filed May 2, 2011.
10.46	Form of Confirmation relating to a Fixed Notional Accelerated Share Repurchase Transaction between Express Scripts, Inc. and Morgan Stanley & Co. Incorporated, incorporated by reference to Exhibit 10.1 to Express Scripts, Inc.’s Current Report on Form 8-K filed May 27, 2011.
10.47	Credit Agreement, dated as of August 29, 2011, among Express Scripts, Inc., Express Scripts Holding Company (formerly Aristotle Holding, Inc.), Credit Suisse AG, Cayman Islands Branch, as administrative agent, Citibank, N.A., as syndication agent, and the other lenders and agents named therein, incorporated by reference to Exhibit 10.1 to Express Scripts, Inc.’s Current Report on Form 8-K filed August 30, 2011.
11	Statement regarding computation of earnings per share. (See Note 7 to the unaudited consolidated financial statements contained in Express Scripts Holding Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012).
12(2)	Statement regarding computation of ratio of earnings to fixed charges.
21(2)	Subsidiaries of Express Scripts Holding Company.
23.1(2)	Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm for Express Scripts, Inc.
23.2(2)	Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm for Medco Health Solutions, Inc.
23.3(2)	Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).
24	Powers of Attorney (included on Signature Pages).
25(2)	Statement of Eligibility of Trustee.
99.1(2)	Form of Letter of Transmittal.

Exhibit No.	Title
99.2(2)	Form of Letter to Clients.
99.3(2)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
99.4(2)	Audited consolidated financial statements of Medco Health Solutions, Inc. as of December 31, 2011, together with the notes thereto.
99.5(2)	Unaudited consolidated financial statements of Medco Health Solutions, Inc. as of March 31, 2012, together with the notes thereto.
99.6(2)	Revised condensed consolidating statement of operations of Express Scripts Holding Company for the three and six months ended June 30, 2012 and for the three and nine months ended September 30, 2012.

(1) The Stock and Interest Purchase Agreement listed in Exhibit 2.1 and the Merger Agreement listed in Exhibit 2.2 (collectively, the “Agreements”) are not intended to modify or supplement any factual disclosures about the parties thereto, including the Company, and should not be relied upon as disclosure about such parties without consideration of the periodic and current reports and statements that the parties thereto file with the SEC. The terms of the Agreements govern the contractual rights and relationships, and allocate risks, among the parties in relation to the transactions contemplated by the Agreements. In particular, the representations and warranties made by the parties in the Agreements reflect negotiations between, and are solely for the benefit of, the parties thereto and may be limited or modified by a variety of factors, including: subsequent events, information included in public filings, disclosures made during negotiations, correspondence between the parties and disclosure schedules and disclosure letters, as applicable, to the Agreements. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time and you should not rely on them as statements of fact. In addition, the representations and warranties made by the parties in the Agreements may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. The schedules to the Agreements have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be furnished supplementally to the SEC upon request.

(2) Filed herewith.

EX-5.1

                                         SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

                                         FOUR TIMES SQUARE

                                         NEW YORK 10036-6522

                                         TEL: (212) 735-3000

                                         FAX: (212) 735-2000

                                         www.skadden.com

November 19, 2012                    

Express Scripts Holding Company

One Express Way

St. Louis, Missouri 63121

RE:       Express Scripts Holding Company and

           the Subsidiary Guarantors described herein—

           Registration Statement on S-4                          

Exhibit 5.1

FIRM/AFFILIATE

OFFICES

BOSTON

CHICAGO

HOUSTON

LOS ANGELES

PALO ALTO

WASHINGTON, D.C.

WILMINGTON

BEIJING

BRUSSELS

FRANKFURT

HONG KONG

LONDON

MOSCOW

MUNICH

PARIS

SÃO PAULO

SHANGHAI

SINGAPORE

SYDNEY

TOKYO

Ladies and Gentlemen:

We have acted as special counsel to Express Scripts Holding Company, a Delaware corporation (the “Company”), and each of the Opinion Parties (as defined below), in connection with the public offering of up to (i) $900,000,000 aggregate principal amount of the Company’s 2.750% Senior Notes due 2014 (the “2014 Exchange Notes”), (ii) $1,000,000,000 aggregate principal amount of the Company’s 2.100% Senior Notes due 2015 (the “2015 Exchange Notes”), (iii) $1,250,000,000 aggregate principal amount of the Company’s 3.500% Senior Notes due 2016 (the “2016 Exchange Notes”), (iv) $1,500,000,000 aggregate principal amount of the Company’s 2.650% Senior Notes due 2017 (the “2017 Exchange Notes”), (v) $1,250,000,000 aggregate principal amount of the Company’s 4.750% Senior Notes due 2021 (the “2021 Exchange Notes”), (vi) $1,000,000,000 aggregate principal amount of the Company’s 3.900% Senior Notes due 2022 (the “2022 Exchange Notes”) and (vii) $700,000,000 aggregate principal amount of the Company’s 6.125% Senior Notes due 2041 (the “2041 Exchange Notes” and, collectively with the 2014 Exchange Notes, the 2015 Exchange Notes, the 2016 Exchange Notes, the 2017 Exchange Notes, the 2021 Exchange Notes and the 2022 Exchange Notes, the “Exchange Notes”). The Indenture, dated as of November 21, 2011 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of November 21, 2011 (the “First Supplemental Indenture”), the Second Supplemental Indenture, dated as of November 21, 2011 (the “Second Supplemental Indenture”), the Third Supplemental Indenture, dated as of November 21, 2011 (the

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November 19, 2012

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“Third Supplemental Indenture”), the Fourth Supplemental Indenture, dated as of November 21, 2011 (the “Fourth Supplemental Indenture”), the Fifth Supplemental Indenture, dated as of February 9, 2012 (the “Fifth Supplemental Indenture”), the Sixth Supplemental Indenture, dated as of February 9, 2012 (the “Sixth Supplemental Indenture”), the Seventh Supplemental Indenture, dated as of February 9, 2012 (the “Seventh Supplemental Indenture”), the Eighth Supplemental Indenture, dated as of April 2, 2012 (the “Eighth Supplemental Indenture”), and the Ninth Supplemental Indenture, dated as of May 29, 2012 (the “Ninth Supplemental Indenture” and, collectively with the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh Supplemental Indenture and the Eighth Supplemental Indenture, the “Indenture”), among the Company, the Guarantors listed on Schedule I hereto (the “Guarantors”) and Wells Fargo Bank, National Association, as Trustee (the “Trustee”), provides for the guarantee of the applicable Exchange Notes by the Guarantors (the “Guarantees” and, together with the Exchange Notes, the “Exchange Securities”).

The Exchange Securities are to be issued pursuant to an offer (the “Exchange Offer”) to exchange an aggregate principal amount of up to (i) $900,000,000 of the 2014 Exchange Notes and the related Guarantees, which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of the Company’s issued and outstanding 2.750% Senior Notes due 2014 (the “2014 Original Notes”) and the related guarantees, as contemplated by the Registration Rights Agreement, dated as of November 21, 2011 (the “2014 Registration Rights Agreement”), among the Company, the Guarantors and Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC, as representatives of the several initial purchasers of the 2014 Original Notes (together, the “Representatives”), (ii) $1,000,000,000 of the 2015 Exchange Notes and the related Guarantees, which have been registered under the Securities Act, for a like principal amount of the Company’s issued and outstanding 2.100% Senior Notes due 2015 (the “2015 Original Notes”) and the related guarantees, as contemplated by the Registration Rights Agreement, dated as of February 9, 2012 (the “2015 Registration Rights Agreement”), among the Company, the Guarantors and the Representatives, (iii) $1,250,000,000 of the 2016 Exchange Notes and the related Guarantees, which have been registered under the Securities Act, for a like principal amount of the Company’s issued and outstanding 3.500% Senior Notes due 2016 (the “2016 Original Notes”) and the related guarantees, as contemplated by the Registration Rights Agreement, dated as of November 21, 2011 (the “2016 Registration Rights Agreement”), among the Company, the Guarantors and the Representatives, (iv)

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$1,500,000,000 of the 2017 Exchange Notes and the related Guarantees, which have been registered under the Securities Act, for a like principal amount of the Company’s issued and outstanding 2.650% Senior Notes due 2017 (the “2017 Original Notes”) and the related guarantees, as contemplated by the Registration Rights Agreement, dated as of February 9, 2012 (the “2017 Registration Rights Agreement”), among the Company, the Guarantors and the Representatives, (v) $1,250,000,000 of the 2021 Exchange Notes and the related Guarantees, which have been registered under the Securities Act, for a like principal amount of the Company’s issued and outstanding 4.750% Senior Notes due 2021 (the “2021 Original Notes”) and the related guarantees, as contemplated by the Registration Rights Agreement, dated as of November 21, 2011 (the “2021 Registration Rights Agreement”), among the Company, the Guarantors and the Representatives, (vi) $1,000,000,000 of the 2022 Exchange Notes and the related Guarantees, which have been registered under the Securities Act, for a like principal amount of the Company’s issued and outstanding 3.900% Senior Notes due 2022 (the “2022 Original Notes”) and the related guarantees, as contemplated by the Registration Rights Agreement, dated as of February 9, 2012 (the “2022 Registration Rights Agreement”), among the Company, the Guarantors and the Representatives, and (vii) $700,000,000 of the 2041 Exchange Notes and the related Guarantees, which have been registered under the Securities Act, for a like principal amount of the Company’s issued and outstanding 6.125% Senior Notes due 2041 (the “2041 Original Notes”) and the related guarantees, as contemplated by the Registration Rights Agreement, dated as of November 21, 2011 (the “2041 Registration Rights Agreement” and, together with the 2014 Registration Rights Agreement, the 2015 Registration Rights Agreement, the 2016 Registration Rights Agreement, the 2017 Registration Rights Agreement, the 2021 Registration Rights Agreement and the 2022 Registration Rights Agreement, the “Registration Rights Agreements”), among the Company, the Guarantors and the Representatives.

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

In rendering the opinions stated herein, we have examined and relied upon the following:

(i) the Registration Statement on Form S-4 relating to the Exchange Notes and the Guarantees filed by the Company and the Guarantors with the Securities and Exchange Commission (the “Commission”) on the date hereof (the “Registration Statement”);

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(ii) the Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended, on Form T-1, of the Trustee;

(iii) an executed copy of each of the Registration Rights Agreements;

(iv) executed copies of each of the counterparts to the Registration Rights Agreements executed by each of the Guarantors listed on Schedule II hereto;

(v) an executed copy of the Indenture;

(vi) the form of global certificates evidencing the 2014 Exchange Notes (collectively, the “2014 Exchange Note Certificates”);

(vii) the form of global certificates evidencing the 2015 Exchange Notes (collectively, the “2015 Exchange Note Certificates”);

(viii) the form of global certificates evidencing the 2016 Exchange Notes (collectively, the “2016 Exchange Note Certificates”);

(ix) the form of global certificates evidencing the 2017 Exchange Notes (collectively, the “2017 Exchange Note Certificates”);

(x) the form of global certificates evidencing the 2021 Exchange Notes (collectively, the “2021 Exchange Note Certificates”);

(xi) the form of global certificates evidencing the 2022 Exchange Notes (collectively, the “2022 Exchange Note Certificates”);

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(xii) the form of global certificates evidencing the 2041 Exchange Notes (the “2041 Exchange Note Certificates” and, together with the 2014 Exchange Note Certificates, the 2015 Exchange Note Certificates, the 2016 Exchange Note Certificates, the 2017 Exchange Note Certificates, the 2021 Exchange Note Certificates and the 2022 Exchange Note Certificates, the “Exchange Note Certificates”);

(xiii) each notation of guarantee of each of the Guarantors, endorsed on the respective Exchange Note Certificates;

(xiv) an executed copy of a certificate of Keith Ebling, Executive Vice President, General Counsel and Secretary of the Company, dated the date hereof (the “Company Secretary’s Certificate”);

(xv) an executed copy of a certificate of the Secretary or Assistant Secretary, as applicable, of each Opinion Party (other than the Company), dated the date hereof (collectively, the “Omnibus Secretary’s Certificates”);

(xvi) a copy of the amended and restated certificate of incorporation of the Company, certified by the Secretary of State of the State of Delaware as of the date hereof and certified pursuant to the Company Secretary’s Certificate;

(xvii) a copy of the amended and restated bylaws of the Company, certified pursuant to the Company Secretary’s Certificate;

(xviii) a copy of the articles of incorporation, certificate of incorporation, certificate of formation, statement of partnership existence, articles of organizations or other formation document, as applicable, of each Opinion Party (other than the Company), certified by the Secretary of State of each such Opinion Party’s applicable jurisdiction of formation or organization, as applicable, and certified pursuant to the Omnibus Secretary’s Certificates, as applicable;

(xix) a copy of the bylaws, limited liability company agreement, operating agreement, partnership agreement or other governing agreement, as applicable, in each case, as amended and in effect on the date hereof, of each Opinion Party (other than the Company), in each case, listed on Schedule III hereto, certified pursuant to the Omnibus Secretary’s Certificates, as applicable;

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(xx) a copy of certain resolutions of the Board of Directors of the Company, adopted on November 7, 2011, certified pursuant to the Company Secretary’s Certificate;

(xxi) a copy of certain resolutions of the Board of Directors of Express Scripts, Inc., a Delaware corporation (“Express Scripts”), adopted on November 7, 2011, certified pursuant to the Omnibus Secretary’s Certificates, as applicable;

(xxii) a copy of certain resolutions of the Pricing Committee of the Board of Directors of the Company, adopted on November 14, 2011 and February 6, 2012, certified pursuant to the Company Secretary’s Certificate;

(xxiii) a copy of certain resolutions of the Pricing Committee of the Board of Directors of Express Scripts, adopted on November 14, 2011 and February 6, 2012, certified pursuant to the Omnibus Secretary’s Certificates, as applicable;

(xxiv) a copy of certain resolutions of the board of directors, board of managers, general partner or other managing body of each Opinion Party (other than the Company and Express Scripts), each adopted on November 14, 2011, April 2, 2012 or May 29, 2012, as applicable, certified pursuant to the Omnibus Secretary’s Certificates, as applicable;

(xxv) copies of certificates, each dated as of the date hereof, from the Secretary of State of the State of Delaware with respect to each Delaware Opinion Party’s (as defined below) existence and good standing in the State of Delaware;

(xxvi) copies of certificates, each dated as of the date hereof, from the Secretary of the Commonwealth of the Commonwealth of Massachusetts with respect to each Massachusetts Opinion Party’s (as defined below) legal existence and good standing with the office of the Secretary of the Commonwealth of the Commonwealth of Massachusetts;

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(xxvii) copies of certificates, each dated as of the date hereof, from the office of the Secretary of State of the State of New York with respect to each New York Opinion Party’s (as defined below) existence in the State of New York;

(xxviii) copies of certificates, each dated as of the date hereof, from the Texas Secretary of State with respect to each Texas Opinion Party’s (as defined below) existence in the State of Texas; and

(xxix) copies of certificates, each dated as of the date hereof, from the Texas Comptroller of Public Accounts with respect to each Texas Opinion Party’s good standing with the office of the Texas Comptroller of Public Accounts.

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and the Guarantors and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and the Guarantors and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below.

In our examination, we have assumed the genuineness of all signatures including endorsements, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. In making our examination of documents executed or to be executed, we have assumed that the parties thereto, other than the Opinion Parties, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and, except to the extent stated herein, the validity and binding effect thereof on such parties. We have also assumed that each of the Non-Opinion Party Guarantors (as defined below) has been duly organized and is validly existing in good standing, and has requisite legal status and legal capacity, under the laws of its jurisdiction of organization and that each of the Non-Opinion Party Guarantors has complied and will comply with all aspects of the laws of all relevant jurisdictions in connection with the transactions contemplated by, and the performance of its obligations under, the Guarantees, other than the laws of the State of New York insofar as we express our opinion herein. In addition, we have assumed that neither the execution and delivery by the Company and the Guarantors of the Exchange Note Certificates and the Guarantees, nor the performance by the Company and the Guarantors of their respective obligations thereunder, violate, conflict with or constitute a default under: (i) any agreement or instrument to which the Company or any Guarantor or any of their properties are subject (except that we do not make the assumption set forth in this clause (i) with respect to those agreements and instruments which are listed in Part II of the Registration Statement, the Annual Report on Form 10-K of Express Scripts or the Annual Report on Form 10-K of Medco Health Solutions, Inc.), (ii) any law, rule, or regulation to which the Company or any Guarantor or any of their properties are subject (except that we do not make the assumption set forth in this clause (ii) with respect to the Opined-on Law (as defined below)), (iii) any judicial or regulatory order or decree of any governmental authority or (iv) any consent, approval, license, authorization or validation of, or filing, recording or registration with, any governmental authority. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and the Guarantors and others and of public officials.

Our opinions set forth herein are limited to the General Corporation Law of the State of Delaware, the Delaware Limited Liability Company Act (the “DLLCA”), the Delaware Revised Uniform Partnership Act (the “DRUPA”), the Massachusetts Business Corporation Act, the Texas Limited Liability Company Law

Express Scripts Holding Company

November 19, 2012

Page 8

and the laws of the State of New York that, in our experience, are normally applicable to transactions of the type contemplated by the Registration Statement and, to the extent that judicial or regulatory orders or decrees or consents, approvals, licenses, authorizations, validations, filings, recordings or registrations with governmental authorities are relevant, to those required under such laws (all of the foregoing being referred to as “Opined on Law”). We do not express any opinion with respect to the law of any jurisdiction other than Opined on Law or as to the effect of any such non-Opined on Law on the opinions herein stated.

As used herein, (i) “Opinion Parties” means the Delaware Opinion Parties, the Massachusetts Opinion Parties, the New York Opinion Parties and the Texas Opinion Parties, (ii) “Delaware Opinion Parties” means the Company and each of the entities listed on Schedule III hereto under the headings “Delaware Corporate Parties”, “Delaware Partnership Party” and “Delaware LLC Parties”, (iii) “Massachusetts Opinion Parties” means the entities listed on Schedule III hereto under the heading “Massachusetts Opinion Parties,” (iv) “New York Opinion Parties” means the entities listed on Schedule III hereto under the heading “New York Opinion Parties” and (v) “Texas Opinion Parties” means the entities listed on Schedule III hereto under the heading “Texas Opinion Parties.” “Non-Opinion Party Guarantors” means the entities listed on Schedule IV hereto.

The opinions stated herein are subject to the following qualifications:

(a) the opinions stated herein are limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference and other similar laws affecting creditors’ rights generally, and by general principles of equity (regardless of whether enforcement is sought in equity or at law);

(b) we do not express any opinion with respect to the enforceability of Section 13.1 of the Base Indenture to the extent that such section provides that the obligations of the Guarantors are absolute and unconditional irrespective of the enforceability or genuineness of the Indenture or the effect thereof on the opinions stated herein;

(c) we do not express any opinion with respect to the enforceability of the provisions contained in Section 13.11 of the Base Indenture to the extent that such provisions limit the obligations of the Guarantors under the Indenture or any right of contribution of any party with respect to the Guarantees;

Express Scripts Holding Company

November 19, 2012

Page 9

(d) we have assumed that the limited liability company agreement of each Texas Opinion Party and New York Opinion Party is the only agreement of the members of such Texas Opinion Party or New York Opinion Party, respectively, as to the affairs of such Texas Opinion Party or New York Opinion Party and the conduct of its respective business, and we do not express any opinion with respect to the effect of any other agreement of the members of any Texas Opinion Party or New York Opinion Party as to the affairs of such Texas Opinion Party or New York Opinion Party and the conduct of its respective business;

(e) we have assumed that the limited liability company agreement and the partnership agreement, as applicable, of each Delaware Opinion Party is the only limited liability company agreement or partnership agreement, as applicable, as defined under the DLLCA or the DRUPA, as applicable, of such Delaware Opinion Party; and

(f) to the extent that any opinion relates to the enforceability of the choice of New York law and choice of New York forum provisions contained in the Exchange Notes and the Guarantees, the opinions stated herein are rendered solely in reliance upon New York General Obligations Law sections 5-1401 and 5-1402 and Rule 327(b) of New York Civil Practice Law and Rules and are subject to the qualification that such enforceability may be limited by, in each case, the terms of such sections 5-1401 and 5-1402, as well as by principles of public policy, comity or constitutionality.

Based upon and subject to the foregoing and the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that when the Registration Statement, as finally amended, has become effective under the Securities Act, the Indenture has been qualified under the Trust Indenture Act of 1939, as amended, and the Exchange Notes have been duly executed and authenticated in accordance with the terms of the Indenture and have been delivered upon consummation of the Exchange Offer against receipt of Original Notes surrendered in exchange therefor in accordance with the terms of the Indenture, the Registration Rights Agreements and the Exchange Offer, the Exchange Note Certificates and the Guarantees will constitute valid and binding obligations of the Company and each of the Guarantors, respectively, enforceable against the Company and each of the Guarantors, respectively, in accordance with their terms.

Express Scripts Holding Company

November 19, 2012

Page 10

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We also consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Skadden, Arps, Slate, Meagher & Flom LLP

Schedule I

Subsidiary Guarantors

Legal Name	Type of Entity	Jurisdiction of Incorporation or Formation
Envision Pharma, Inc.	Corporation	Connecticut
Accredo Care Network, Inc.	Corporation	Delaware
Accredo Health, Incorporated	Corporation	Delaware
Accredo Health Group, Inc.	Corporation	Delaware
Bracket Global LLC	Limited Liability Company	Delaware
CCSI Holding 3, LLC	Limited Liability Company	Delaware
CCS Infusion Management, LLC	Limited Liability Company	Delaware
ESI HRA, LLC	Limited Liability Company	Delaware
Critical Care Systems, Inc.	Corporation	Delaware
CuraScript, Inc.	Corporation	Delaware
CuraScript PBM Services, Inc.	Corporation	Delaware
DNA Direct, Inc.	Corporation	Delaware
ESI Claims, Inc.	Corporation	Delaware
ESI Enterprises, LLC	Limited Liability Company	Delaware
ESI-GP Holdings, Inc.	Corporation	Delaware
ESI Mail Order Processing, Inc.	Corporation	Delaware
ESI Mail Pharmacy Service, Inc.	Corporation	Delaware
ESI Partnership	General Partnership	Delaware
Evidence Scientific Solutions, Inc.	Corporation	Delaware
Express Scripts, Inc.	Corporation	Delaware
Express Scripts Canada Holding, Co.	Corporation	Delaware
Express Scripts Canada Holding, LLC	Limited Liability Company	Delaware
Express Scripts Pharmaceutical Procurement, LLC	Limited Liability Company	Delaware
Express Scripts Services Company	Corporation	Delaware
Express Scripts Senior Care, Inc.	Corporation	Delaware
Express Scripts Senior Care Holdings, Inc.	Corporation	Delaware
Express Scripts Specialty Distribution Services, Inc.	Corporation	Delaware
Express Scripts Utilization Management Co.	Corporation	Delaware
Healthbridge, Inc.	Corporation	Delaware
Hidden River, L.L.C.	Limited Liability Company	Delaware
iBiologic, Inc.	Corporation	Delaware
IVTx, Inc.	Corporation	Delaware
Infinity Infusion, LLC	Limited Liability Company	Delaware
Infinity Infusion II, LLC	Limited Liability Company	Delaware
Liberty Healthcare Group, Inc.	Corporation	Delaware
Liberty Marketplace, Inc.	Corporation	Delaware
MAH Pharmacy, L.L.C.	Limited Liability Company	Delaware
MAH Processing, Inc.	Corporation	Delaware

Legal Name	Type of Entity	Jurisdiction of Incorporation or Formation
Medco at Home, L.L.C.	Limited Liability Company	Delaware
Medco CDUR, L.L.C.	Limited Liability Company	Delaware
Medco CHP, L.L.C.	Limited Liability Company	Delaware
Medco Continuation Health, L.L.C.	Limited Liability Company	Delaware
Medco Europe, L.L.C.	Limited Liability Company	Delaware
Medco Europe II, L.L.C.	Limited Liability Company	Delaware
Medco Health, L.L.C.	Limited Liability Company	Delaware
Medco Health Puerto Rico, L.L.C.	Limited Liability Company	Delaware
Medco Health Services, Inc.	Corporation	Delaware
Medco Health Solutions, Inc.	Corporation	Delaware
Medco Health Solutions of Henderson, Nevada, L.L.C.	Limited Liability Company	Delaware
Medco Health Solutions of Illinois, L.L.C.	Limited Liability Company	Delaware
Medco Health Solutions of Indiana, L.L.C.	Limited Liability Company	Delaware
Medco Health Solutions of Irving, L.L.C.	Limited Liability Company	Delaware
Medco Health Solutions of Netpark, L.L.C.	Limited Liability Company	Delaware
Medco Health Solutions of Spokane, L.L.C.	Limited Liability Company	Delaware
Medco Research Institute, L.L.C.	Limited Liability Company	Delaware
Mooresville On-Site Pharmacy, LLC	Limited Liability Company	Delaware
National Diabetic Medical Supply, L.L.C.	Limited Liability Company	Delaware
P-Star Acquisition Co., Inc.	Corporation	Delaware
Systemed, L.L.C.	Limited Liability Company	Delaware
TVC Acquisition Co., Inc.	Corporation	Delaware
UBC Health Care Analytics, Inc.	Corporation	Delaware
UBC Scientific Solutions, Inc.	Corporation	Delaware
United Biosource Corporation	Corporation	Delaware
United Biosource Patient Solutions, Inc.	Corporation	Delaware
Value Health, Inc.	Corporation	Delaware
YourPharmacy.com, Inc.	Corporation	Delaware
Chesapeake Infusion, Inc.	Corporation	Florida
Express Scripts WC, Inc.	Corporation	Florida
Freco, Inc.	Corporation	Florida
Freedom Service Company, LLC	Limited Liability Company	Florida
Institute for Medical Education & Research, Inc.	Corporation	Florida
Liberty Lane Development Company, Inc.	Corporation	Florida
Liberty Medical Supply, Inc.	Corporation	Florida
Lynnfield Compounding Center, Inc.	Corporation	Florida
Lynnfield Drug, Inc.	Corporation	Florida
Medco Health Solutions of Hidden River, L.C.	Limited Company	Florida
Priorityhealthcare.com, Inc.	Corporation	Florida

Legal Name	Type of Entity	Jurisdiction of Incorporation or Formation
Priority Healthcare Distribution, Inc.	Corporation	Florida
Priority Healthcare Pharmacy, Inc.	Corporation	Florida
Sinuspharmacy, Inc.	Corporation	Florida
Specialty Infusion Pharmacy, Inc.	Corporation	Florida
Matrix GPO LLC	Limited Liability Company	Indiana
Priority Healthcare Corporation	Corporation	Indiana
Spectracare of Indiana	Partnership	Indiana
Care Continuum, Inc.	Corporation	Kentucky
Spectracare, Inc.	Corporation	Kentucky
Spectracare Healthcare Ventures, Inc.	Corporation	Kentucky
Spectracare Infusion Pharmacy, Inc.	Corporation	Kentucky
The Vaccine Consortium, LLC	Limited Liability Company	Maryland
Byfield Drug, Inc.	Corporation	Massachusetts
Healthbridge Reimbursement and Product Support, Inc.	Corporation	Massachusetts
Polymedica Corporation	Corporation	Massachusetts
Diversified Pharmaceutical Services, Inc.	Corporation	Minnesota
ESI Resources, Inc.	Corporation	Minnesota
Biopartners in Care, Inc.	Corporation	Missouri
UBC Late Stage, Inc.	Corporation	Missouri
Liberty Healthcare Pharmacy of Nevada, LLC	Limited Liability Company	Nevada
Medco Health Solutions of Las Vegas, L.L.C.	Limited Liability Company	Nevada
Priority Healthcare Corporation West	Corporation	Nevada
Airport Holdings, LLC	Limited Liability Company	New Jersey
CFI of New Jersey, Inc.	Corporation	New Jersey
ESI Realty, LLC	Limited Liability Company	New Jersey
medcohealth.com, L.L.C.	Limited Liability Company	New Jersey
Medco Health Solutions of Franklin Lakes, L.L.C.	Limited Liability Company	New Jersey
Medco Health Solutions of Willingboro, L.L.C.	Limited Liability Company	New Jersey
Medco of Willingboro Urban Renewal, L.L.C.	Limited Liability Company	New Jersey
National Prescription Administrators, Inc.	Corporation	New Jersey
AHG of New York, Inc.	Corporation	New York
Critical Care Systems of New York, Inc.	Corporation	New York
ESI Acquisition, Inc.	Corporation	New York
Medco Health New York Independent Practice Association, L.L.C.	Limited Liability Company	New York
Medco Health Solutions of Columbus North, Ltd.	Limited Company	Ohio

Legal Name	Type of Entity	Jurisdiction of Incorporation or Formation
Medco Health Solutions of Columbus West, Ltd.	Limited Company	Ohio
National Rx Services No. 3, Inc. of Ohio	Corporation	Ohio
Home Healthcare Resources, Inc.	Corporation	Pennsylvania
Medco Health Solutions of Fairfield, L.L.C.	Limited Liability Company	Pennsylvania
Medco Health Solutions of North Versailles, L.L.C.	Limited Liability Company	Pennsylvania
Infinity Infusion Care, Ltd.	Limited Partnership	Texas
Medco Health Solutions of Texas, L.L.C.	Limited Liability Company	Texas
Medco Health Solutions of Richmond, L.L.C.	Limited Liability Company	Virginia
Therapease Cuisine, Inc.	Corporation	Wisconsin

Schedule II

Guarantors That Have Executed Registration Rights Agreements Counterparts

ACCREDO CARE NETWORK, INC.

AHG OF NEW YORK, INC.

BIOPARTNERS IN CARE, INC.

BRACKET GLOBAL LLC

CCS INFUSION MANAGEMENT, LLC

CCSI HOLDING 3, LLC

CRITICAL CARE SYSTEMS OF NEW YORK, INC.

CRITICAL CARE SYSTEMS, INC.

DNA DIRECT, INC.

ENVISION PHARMA INC.

EVIDENCE SCIENTIFIC SOLUTIONS, INC.

HIDDEN RIVER, L.L.C.

HOME HEALTHCARE RESOURCES, INC.

INFINITY INFUSION CARE, LTD.

INFINITY INFUSION II, LLC

INFINITY INFUSION, LLC

INSTITUTE FOR MEDICAL EDUCATION & RESEARCH, INC.

LIBERTY HEALTHCARE GROUP, INC.

LIBERTY HEALTHCARE PHARMACY OF NEVADA, LLC

LIBERTY LANE DEVELOPMENT COMPANY, INC.

LIBERTY MARKETPLACE, INC.

LIBERTY MEDICAL SUPPLY, INC.

MAH PHARMACY, L.L.C.

MAH PROCESSING, INC.

MEDCO AT HOME, L.L.C.

MEDCO CDUR, L.L.C.

MEDCO CHP, L.L.C.

MEDCO CONTINUATION HEALTH, L.L.C.

MEDCO EUROPE, L.L.C.

MEDCO EUROPE II, L.L.C.

MEDCO HEALTH, L.L.C.

MEDCO HEALTH NEW YORK INDEPENDENT PRACTICE ASSOCIATION, L.L.C.

MEDCO HEALTH PUERTO RICO, L.L.C.

MEDCO HEALTH SOLUTIONS, INC.

MEDCO HEALTH SOLUTIONS OF COLUMBUS NORTH, LTD.

MEDCO HEALTH SOLUTIONS OF COLUMBUS WEST, LTD.

MEDCO HEALTH SOLUTIONS OF FAIRFIELD, L.L.C.

MEDCO HEALTH SOLUTIONS OF FRANKLIN LAKES, L.L.C.

MEDCO HEALTH SOLUTIONS OF HENDERSON, NEVADA, L.L.C.

MEDCO HEALTH SOLUTIONS OF HIDDEN RIVER, L.C.

MEDCO HEALTH SOLUTIONS OF ILLINOIS, L.L.C.

MEDCO HEALTH SOLUTIONS OF INDIANA, L.L.C.

MEDCO HEALTH SOLUTIONS OF IRVING, L.L.C.

MEDCO HEALTH SOLUTIONS OF LAS VEGAS, L.L.C.

MEDCO HEALTH SOLUTIONS OF NETPARK, L.L.C.

MEDCO HEALTH SOLUTIONS OF NORTH VERSAILLES, L.L.C.

MEDCO HEALTH SOLUTIONS OF RICHMOND, L.L.C.

MEDCO HEALTH SOLUTIONS OF SPOKANE, L.L.C.

MEDCO HEALTH SOLUTIONS OF TEXAS, L.L.C.

MEDCO HEALTH SOLUTIONS OF WILLINGBORO, L.L.C.

MEDCOHEALTH.COM, L.L.C.

MEDCO OF WILLINGBORO URBAN RENEWAL, L.L.C.

MEDCO RESEARCH INSTITUTE, L.L.C.

NATIONAL DIABETIC MEDICAL SUPPLY, L.L.C.

NATIONAL RX SERVICES NO. 3, INC. OF OHIO

P-STAR ACQUISITION CO., INC.

POLYMEDICA CORPORATION

SYSTEMED, L.L.C.

THE VACCINE CONSORTIUM, LLC

THERAPEASE CUISINE, INC.

TVC ACQUISITION CO., INC.

UBC HEALTH CARE ANALYTICS, INC.

UBC LATE STAGE, INC.

UBC SCIENTIFIC SOLUTIONS, INC.

UNITED BIOSOURCE CORPORATION

UNITED BIOSOURCE PATIENT SOLUTIONS, INC.

Schedule III

Opinion Party Guarantors

Legal Name	Type of Entity	Jurisdiction of Incorporation Formation
Delaware Corporate Parties
Accredo Care Network, Inc.	Corporation	Delaware
Accredo Health, Incorporated	Corporation	Delaware
Accredo Health Group, Inc.	Corporation	Delaware
Critical Care Systems, Inc.	Corporation	Delaware
CuraScript, Inc.	Corporation	Delaware
CuraScript PBM Services, Inc.	Corporation	Delaware
DNA Direct, Inc.	Corporation	Delaware
ESI Claims, Inc.	Corporation	Delaware
ESI-GP Holdings, Inc.	Corporation	Delaware
ESI Mail Order Processing, Inc.	Corporation	Delaware
ESI Mail Pharmacy Service, Inc.	Corporation	Delaware
Evidence Scientific Solutions, Inc.	Corporation	Delaware
Express Scripts Canada Holding, Co.	Corporation	Delaware
Express Scripts, Inc.	Corporation	Delaware
Express Scripts Services Company	Corporation	Delaware
Express Scripts Senior Care, Inc.	Corporation	Delaware
Express Scripts Senior Care Holdings, Inc.	Corporation	Delaware
Express Scripts Specialty Distribution Services, Inc.	Corporation	Delaware
Express Scripts Utilization Management Co.	Corporation	Delaware
Healthbridge, Inc.	Corporation	Delaware
iBiologic, Inc.	Corporation	Delaware
IVTx, Inc.	Corporation	Delaware
Liberty Healthcare Group, Inc.	Corporation	Delaware
Liberty Marketplace, Inc.	Corporation	Delaware
MAH Processing, Inc.	Corporation	Delaware
Medco Health Services, Inc.	Corporation	Delaware
Medco Health Solutions, Inc.	Corporation	Delaware
P-Star Acquisition Co., Inc.	Corporation	Delaware
TVC Acquisition Co., Inc.	Corporation	Delaware
UBC Health Care Analytics, Inc.	Corporation	Delaware
UBC Scientific Solutions, Inc.	Corporation	Delaware
United Biosource Corporation	Corporation	Delaware
United Biosource Patient Solutions, Inc.	Corporation	Delaware

Value Health, Inc.	Corporation	Delaware
YourPharmacy.com, Inc.	Corporation	Delaware
Delaware Partnership Party
ESI Partnership	General Partnership	Delaware
Delaware LLC Parties
Bracket Global LLC	Limited Liability Company	Delaware
CCSI Holding 3, LLC	Limited Liability Company	Delaware
CCS Infusion Management, LLC	Limited Liability Company	Delaware
ESI HRA, LLC	Limited Liability Company	Delaware
ESI Enterprises, LLC	Limited Liability Company	Delaware
Express Scripts Canada Holding, LLC	Limited Liability Company	Delaware
Express Scripts Pharmaceutical Procurement, LLC	Limited Liability Company	Delaware
Hidden River, L.L.C.	Limited Liability Company	Delaware
Infinity Infusion, LLC	Limited Liability Company	Delaware
Infinity Infusion II, LLC	Limited Liability Company	Delaware
MAH Pharmacy, L.L.C.	Limited Liability Company	Delaware
Medco at Home, L.L.C.	Limited Liability Company	Delaware
Medco CDUR, L.L.C.	Limited Liability Company	Delaware
Medco CHP, L.L.C.	Limited Liability Company	Delaware
Medco Continuation Health, L.L.C.	Limited Liability Company	Delaware
Medco Europe, L.L.C.	Limited Liability Company	Delaware
Medco Europe II, L.L.C.	Limited Liability Company	Delaware
Medco Health, L.L.C.	Limited Liability Company	Delaware
Medco Health Puerto Rico, L.L.C.	Limited Liability Company	Delaware
Medco Health Solutions of Henderson, Nevada, L.L.C.	Limited Liability Company	Delaware
Medco Health Solutions of Illinois, L.L.C.	Limited Liability Company	Delaware
Medco Health Solutions of Indiana, L.L.C.	Limited Liability Company	Delaware
Medco Health Solutions of Irving, L.L.C.	Limited Liability Company	Delaware
Medco Health Solutions of Netpark, L.L.C.	Limited Liability Company	Delaware
Medco Health Solutions of Spokane, L.L.C.	Limited Liability Company	Delaware
Medco Research Institute, L.L.C.	Limited Liability Company	Delaware
Mooresville On-Site Pharmacy LLC	Limited Liability Company	Delaware
National Diabetic Medical Supply, L.L.C.	Limited Liability Company	Delaware
Systemed, L.L.C.	Limited Liability Company	Delaware
Massachusetts Opinion Parties
Byfield Drug, Inc.	Corporation	Massachusetts
Healthbridge Reimbursement and Product Support, Inc.	Corporation	Massachusetts
Polymedica Corporation	Corporation	Massachusetts
New York Opinion Parties
ESI Acquisition, Inc. (fka NextRx Services, Inc.)	Corporation	New York

AHG of New York, Inc.	Corporation	New York
Critical Care Systems of New York, Inc.	Corporation	New York
Medco Health New York Independent Practice Association, L.L.C.	Limited Liability Company	New York
Texas Opinion Parties
Infinity Infusion Care, Ltd.	Limited Partnership	Texas
Medco Health Solutions of Texas, L.L.C.	Limited Liability Company	Texas

Schedule IV

Non-Opinion Party Guarantors

Legal Name	Type of Entity	Jurisdiction of Incorporation or Formation
Envision Pharma, Inc.	Corporation	Connecticut
Chesapeake Infusion, Inc.	Corporation	Florida
Express Scripts WC, Inc.	Corporation	Florida
Freco, Inc.	Corporation	Florida
Freedom Service Company, LLC	Limited Liability Company	Florida
Institute for Medical Education & Research, Inc.	Corporation	Florida
Liberty Lane Development Company, Inc.	Corporation	Florida
Liberty Medical Supply, Inc.	Corporation	Florida
Lynnfield Compounding Center, Inc.	Corporation	Florida
Lynnfield Drug, Inc.	Corporation	Florida
Medco Health Solutions of Hidden River, L.C.	Limited Company	Florida
Priorityhealthcare.com, Inc.	Corporation	Florida
Priority Healthcare Distribution, Inc.	Corporation	Florida
Priority Healthcare Pharmacy, Inc.	Corporation	Florida
Sinuspharmacy, Inc.	Corporation	Florida
Specialty Infusion Pharmacy, Inc.	Corporation	Florida
Matrix GPO LLC	Limited Liability Company	Indiana
Priority Healthcare Corporation	Corporation	Indiana
Spectracare of Indiana	Partnership	Indiana
Care Continuum, Inc.	Corporation	Kentucky
Spectracare, Inc.	Corporation	Kentucky
Spectracare Healthcare Ventures, Inc.	Corporation	Kentucky
Spectracare Infusion Pharmacy, Inc.	Corporation	Kentucky
The Vaccine Consortium, LLC	Limited Liability Company	Maryland
Diversified Pharmaceutical Services, Inc.	Corporation	Minnesota
ESI Resources, Inc.	Corporation	Minnesota

Biopartners in Care, Inc.	Corporation	Missouri
UBC Late Stage, Inc.	Corporation	Missouri
Liberty Healthcare Pharmacy of Nevada, LLC	Limited Liability Company	Nevada
Medco Health Solutions of Las Vegas, L.L.C.	Limited Liability Company	Nevada
Priority Healthcare Corporation West	Corporation	Nevada
Airport Holdings, LLC	Limited Liability Company	New Jersey
CFI of New Jersey, Inc.	Corporation	New Jersey
ESI Realty, LLC	Limited Liability Company	New Jersey
medcohealth.com, L.L.C.	Limited Liability Company	New Jersey
Medco Health Solutions of Franklin Lakes, L.L.C.	Limited Liability Company	New Jersey
Medco Health Solutions of Willingboro, L.L.C.	Limited Liability Company	New Jersey
Medco of Willingboro Urban Renewal, L.L.C.	Limited Liability Company	New Jersey
National Prescription Administrators, Inc.	Corporation	New Jersey
Medco Health Solutions of Columbus North, Ltd.	Limited Company	Ohio
Medco Health Solutions of Columbus West, Ltd.	Limited Company	Ohio
National Rx Services No. 3, Inc. of Ohio	Corporation	Ohio
Home Healthcare Resources, Inc.	Corporation	Pennsylvania
Medco Health Solutions of Fairfield, L.L.C.	Limited Liability Company	Pennsylvania
Medco Health Solutions of North Versailles, L.L.C.	Limited Liability Company	Pennsylvania
Medco Health Solutions of Richmond, L.L.C.	Limited Liability Company	Virginia
Therapease Cuisine, Inc.	Corporation	Wisconsin

EX-12

EXHIBIT 12

EXPRESS SCRIPTS HOLDING COMPANY

Calculation of Ratio of Earnings to Fixed Charges

(Dollar amounts in millions)

	Nine Months ended September 30,			Year Ended December 31,
	2012			2011		2010		2009		2008		2007
Income from continuing operations before income taxes	$	1,411.0		$	2,024.4	$	1,908.7	$	1,308.4	$	1,207.4	$	940.2
Add:
Undistributed (gain) loss from joint venture		(9.4	)		—		—		—		0.3		1.3
Interest expense		463.1			299.7		167.1		194.4		77.6		108.4
Estimated interest component of rental expense		26.8			10.1		13.4		9.3		9.6		9.8
Income as adjusted	$	1,891.5		$	2,334.2	$	2,089.2	$	1,512.1	$	1,294.9	$	1,059.7
Fixed charges:
Interest expense		463.1			299.7		167.1		194.4		77.6		108.4
Estimated interest component of rental expense		26.8			10.1		13.4		9.3		9.6		9.8
Total fixed charges	$	489.9		$	309.8	$	180.5	$	203.7	$	87.2	$	118.2
Ratio of Earnings to Fixed Charges		3.9			7.5		11.6		7.4		14.8		9.0

Note: Interest component of rental expense estimated to be 1/3 of rental expense, which management believes represents a reasonable approximation of the interest factor.

EX-21

Exhibit 21

SUBSIDIARIES OF EXPRESS SCRIPTS HOLDING COMPANY

The following is a list of subsidiaries of Express Scripts Holding Company as of September 30, 2012, omitting some subsidiaries which, considered in the aggregate, would not constitute a significant subsidiary.

Subsidiary	Jurisdiction of Incorporation or Organization
CFI New Jersey, Inc.	New Jersey
CuraScript, Inc.	Delaware
Diversified Pharmaceutical Services, Inc.	Minnesota
ESI Canada	Ontario, Canada
ESI-GP Holdings, Inc.	Delaware
ESI Mail Order Processing, Inc.	Delaware
ESI Mail Pharmacy Service, Inc.	Delaware
ESI Partnership	Delaware
ESI Resources, Inc.	Minnesota
Express Scripts, Inc.	Delaware
Express Scripts Canada Co.	Nova Scotia, Canada
Express Scripts Canada Holding, Co.	Delaware
Express Scripts Insurance Company	Arizona
Express Scripts Pharmaceutical Procurement, LLC	Delaware
Express Scripts Services Company (formerly Express Scripts Sales Development Co.)	Delaware
Express Scripts Specialty Distribution Services, Inc.	Delaware
Express Scripts Utilization Management Co.	Delaware
Express Scripts WC, Inc.	Florida
Lynnfield Drug, Inc.	Florida
Matrix GPO, LLC	Indiana
National Prescription Administrators, Inc.	New Jersey
Priority Healthcare Corporation	Indiana
Priority Healthcare Corporation West	Nevada
Priority Healthcare Distribution, Inc.	Florida
Accredo Care Network, Inc.	Delaware
Accredo Health Group, Inc.	Delaware
Accredo Health, Incorporated	Delaware
AHG of New York, Inc.	New York
BioPartners In Care, Inc.	Missouri
Bracket Global Limited	England & Wales
Bracket Global LLC	Delaware
Bracket Global, s.r.o.	Czech Republic
CCS Infusion Management, LLC	Delaware
CCSI Holding 3, LLC	Delaware
CDR Limited	England & Wales
Critical Care Systems of New York, Inc.	New York
Critical Care Systems, Inc.	Delaware
DNA Direct, Inc.	Delaware
Envision Pharma Inc.	Connecticut
Envision Pharma Limited	England & Wales
Europa Apotheek Service Venlo B.V.	Netherlands
Europa Apotheek Venlo B.V.	Netherlands
Evidence Scientific Solutions Limited	England & Wales
Evidence Scientific Solutions, Inc.	Delaware
GHK Beleggingsmaatschappij Venlo B.V.	Netherlands

1

Subsidiary	Jurisdiction of Incorporation or Organization
Hidden River, L.L.C.	Delaware
Home Healthcare Resources, Inc.	Pennsylvania
Infinity Infusion Care, Ltd.	Texas
Infinity Infusion II, LLC	Delaware
Infinity Infusion, LLC	Delaware
Institute for Medical Education & Research, Inc.	Florida
Liberty Healthcare Group, Inc.	Delaware
Liberty Healthcare Pharmacy of Nevada, LLC	Nevada
Liberty Lane Condominium Association, Inc.	Florida
Liberty Lane Development Company, Inc.	Florida
Liberty Marketplace, Inc.	Delaware
Liberty Medical Supply, Inc.	Florida
MAH Pharmacy, L.L.C.	Delaware
MAH Processing, Inc.	Delaware
Medco [Shellco] Limited	England & Wales
Medco at Home, L.L.C.	Delaware
Medco CDUR, L.L.C.	Delaware
Medco Celesio Limited	England & Wales
Medco CHP, L.L.C.	Delaware
Medco Containment Insurance Company of New York	New York
Medco Containment Life Insurance Company	Pennsylvania
Medco Continuation Health, L.L.C.	Delaware
Medco Europe II, L.L.C.	Delaware
Medco Europe, L.L.C.	Delaware
Medco Health New York Independent Practice Association, L.L.C.	New York
Medco Health Puerto Rico, L.L.C.	Delaware
Medco Health Receivables, L.L.C.	Delaware
Medco Health Services, Inc.	Delaware
Medco Health Solutions, Inc.	Delaware
Medco Health Solutions [Ireland] Ltd.	Ireland
Medco Health Solutions GmbH	Germany
Medco Health Solutions Ltd.	England & Wales
Medco Health Solutions of Columbus North, Ltd.	Ohio
Medco Health Solutions of Columbus West, Ltd.	Ohio
Medco Health Solutions of Fairfield, L.L.C.	Pennsylvania
Medco Health Solutions of Franklin Lakes, L.L.C.	New Jersey
Medco Health Solutions of Henderson, Nevada, L.L.C.	Delaware
Medco Health Solutions of Hidden River, L.C.	Florida
Medco Health Solutions of Illinois, L.L.C.	Delaware
Medco Health Solutions of Indiana, L.L.C.	Delaware
Medco Health Solutions of Irving, L.L.C.	Delaware
Medco Health Solutions of Las Vegas, L.L.C.	Nevada
Medco Health Solutions of Netpark, L.L.C.	Delaware
Medco Health Solutions of North Versailles, L.L.C.	Pennsylvania
Medco Health Solutions of Richmond, L.L.C.	Virginia
Medco Health Solutions of Spokane, L.L.C.	Delaware
Medco Health Solutions of Texas, L.L.C.	Texas
Medco Health Solutions of Willingboro, L.L.C.	New Jersey
Medco Health Solutions Services Ltd.	England & Wales
Medco Health, L.L.C.	Delaware
Medco International B.V.	Netherlands
Medco International GmbH (Germany)	Germany
Medco International Holdings B.V.	Netherlands

2

Subsidiary	Jurisdiction of Incorporation or Organization
Medco of Willingboro Urban Renewal, L.L.C.	New Jersey
Medco Research Institute, L.L.C.	Delaware
medcohealth.com, L.L.C.	New Jersey
MHS Holdings, C.V.	Netherlands
MWD Insurance Company	New York
National Diabetic Medical Supply, L.L.C.	Delaware
National Rx Services No. 3, Inc. of Ohio	Ohio
PolyMedica Corporation	Massachusetts
P-Star Acquisition Co., Inc.	Delaware
Systemed, L.L.C.	Delaware
TherapEase Cuisine, Inc.	Wisconsin
UBC Clinical Technologies Limited	England & Wales
UBC Health Care Analytics, Inc.	Delaware
UBC Japan K.K.	Japan
UBC Late Stage (UK) Limited	England & Wales
UBC Late Stage, Inc.	Missouri
UBC Market Access Limited	England & Wales
UBC Scientific Solutions, Inc.	Delaware
UBC Scientific Solutions, Limited	England & Wales
United BioSource (Germany) GmbH	Germany
United BioSource (HCA Canada) Company	Canada
United BioSource (London) Limited	England & Wales
United BioSource (Suisse) SA	Switzerland
United BioSource Corporation	Delaware
United BioSource Corporation, S.L.	Spain
United BioSource Holding (Canada) Company	Canada
United BioSource Holding (EU) B.V.	Netherlands
United BioSource Holding (UK) Limited	England & Wales
United BioSource Patient Solutions, Inc.	Delaware

3

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of our report dated February 22, 2012 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Express Scripts Inc.’s Annual Report on Form 10-K for the year ended December 31, 2011. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

St. Louis, Missouri

November 19, 2012

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form S-4 of Express Scripts Holding Company of our report dated February 21, 2012, except with respect to our opinion on the consolidated financial statements insofar as it relates to the condensed consolidating financial information included in Note 16, as to which the date is November 19, 2012, relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Florham Park, New Jersey

November 19, 2012

EX-25

Exhibit 25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

A National Banking Association	94-1347393
(Jurisdiction of incorporation or organization if not a U.S. national bank)	(I.R.S. Employer Identification No.)
101 North Phillips Avenue Sioux Falls, South Dakota	57104
(Address of principal executive offices)	(Zip code)

Wells Fargo & Company

Law Department, Trust Section

MAC N9305-175

Sixth Street and Marquette Avenue, 17^th Floor

Minneapolis, Minnesota 55479

(612) 667-4608

(Name, address and telephone number of agent for service)

Express Scripts Holding Company

* And the Guarantors listed below

(Exact name of obligor as specified in its charter)

Delaware	45-2884094
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

*TABLE OF GUARANTOR REGISTRANTS

	Name of Guarantor Registrant*	State or Other Jurisdiction of Incorporation or Formation	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification Number
1.	EXPRESS SCRIPTS, INC.	Delaware	5912	43-1420563
2.	AIRPORT HOLDINGS, LLC	New Jersey	6324	75-3040465
3.	ESI REALTY, LLC	New Jersey	5912	75-3040456
4.	BYFIELD DRUG, INC.	Massachusetts	5912	01-0705518

	Name of Guarantor Registrant*	State or Other Jurisdiction of Incorporation or Formation	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification Number
5.	CARE CONTINUUM, INC.	Kentucky	5912	61-1162797
6.	CFI OF NEW JERSEY, INC.	New Jersey	5912	22-3114423
7.	CHESAPEAKE INFUSION, INC.	Florida	5912	22-3835126
8.	ESI HRA, LLC	Delaware	5912	20-2996995
9.	CURASCRIPT PBM SERVICES, INC.	Delaware	5912	36-4374570
10.	DIVERSIFIED PHARMACEUTICAL SERVICES, INC.	Minnesota	5912	41-1627938
11.	ESI ACQUISITION, INC.	New York	5912	16-1279199
12.	ESI CLAIMS, INC.	Delaware	5912	43-1869691
13.	ESI ENTERPRISES, LLC	Delaware	5912	56-2356810
14.	ESI MAIL ORDER PROCESSING, INC.	Delaware	5912	74-2974964
15.	EXPRESS SCRIPTS CANADA HOLDING, CO.	Delaware	5912	43-1942542
16.	EXPRESS SCRIPTS CANADA HOLDING, LLC	Delaware	5912	27-1490640
17.	EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC	Delaware	5912	20-5826948
18.	EXPRESS SCRIPTS SERVICES COMPANY	Delaware	5912	43-1832983
19.	FRECO, INC.	Florida	5912	02-0523249
20.	FREEDOM SERVICE COMPANY, LLC	Florida	5912	20-3229217
21.	HEALTHBRIDGE, INC.	Delaware	5912	26-2159005
22.	HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC.	Massachusetts	5912	04-2992335
23.	iBIOLOGIC, INC.	Delaware	5912	20-0325621
24.	IVTX, INC.	Delaware	5912	43-1794690
25.	LYNNFIELD COMPOUNDING CENTER, INC.	Florida	5912	58-2593075
26.	LYNNFIELD DRUG, INC.	Florida	5912	04-3546044
27.	MATRIX GPO LLC	Indiana	5912	51-0500147
28.	NATIONAL PRESCRIPTION ADMINISTRATORS, INC.	New Jersey	5912	22-2230703
29.	PRIORITY HEALTHCARE CORPORATION	Indiana	5122	35-1927379
30.	PRIORITY HEALTHCARE CORPORATION WEST	Nevada	5912	88-0445494
31.	PRIORITY HEALTHCARE DISTRIBUTION, INC.	Florida	5912	59-3761140
32.	PRIORITY HEALTHCARE PHARMACY, INC.	Florida	5912	59-3099905
33.	PRIORITYHEALTHCARE.COM, INC.	Florida	5912	59-3573515
34.	SINUSPHARMACY, INC.	Florida	5912	56-2394216
35.	SPECIALTY INFUSION PHARMACY, INC.	Florida	5912	74-3105470
36.	SPECTRACARE, INC.	Kentucky	5912	61-1147068
37.	SPECTRACARE HEALTH CARE VENTURES, INC.	Kentucky	5912	61-1317695
38.	SPECTRACARE INFUSION PHARMACY, INC.	Kentucky	5912	61-1147067
39.	VALUE HEALTH, INC.	Delaware	6324	06-1194838
40.	YOURPHARMACY.COM, INC.	Delaware	5912	43-1842584
41.	MEDCO HEALTH SOLUTIONS, INC.	Delaware	5912	22-3461740
42.	ACCREDO HEALTH, INCORPORATED	Delaware	8090	55-0894449
43.	ACCREDO HEALTH GROUP, INC.	Delaware	5912	11-3358535
44.	MEDCO HEALTH SERVICES, INC.	Delaware	5912	26-3544786
45.	CURASCRIPT, INC.	Delaware	5912	36-4369972
46.	EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO.	Delaware	5912	43-1869714
47.	EXPRESS SCRIPTS SENIOR CARE, INC.	Delaware	5912	20-3126075
48.	EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC.	Delaware	5912	20-3126104
49.	EXPRESS SCRIPTS WC, INC.	Florida	5912	59-2997634
50.	ESI MAIL PHARMACY SERVICE, INC.	Delaware	5912	43-1867735
51.	EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC.	Delaware	5912	43-1869712

	Name of Guarantor Registrant*	State or Other Jurisdiction of Incorporation or Formation	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification Number
52.	MOORESVILLE ON-SITE PHARMACY, LLC	Delaware	5912	26-1102625
53.	ESI-GP HOLDINGS, INC.	Delaware	5912	43-1925556
54.	ESI RESOURCES, INC.	Minnesota	5912	41-2006555
55.	ESI PARTNERSHIP	Delaware	5912	43-1925562
56.	SPECTRACARE OF INDIANA	Indiana	5912	35-1807559
57.	ACCREDO CARE NETWORK, INC.	Delaware	5912	26-3591774
58.	AHG OF NEW YORK, INC.	New York	5912	13-3888838
59.	BIOPARTNERS IN CARE, INC.	Missouri	5912	43-1815573
60.	BRACKET GLOBAL LLC	Delaware	5912	04-3559429
61.	CCS INFUSION MANAGEMENT, LLC	Delaware	5912	61-1516378
62.	CCSI HOLDING 3, LLC	Delaware	5912	65-1310056
63.	CRITICAL CARE SYSTEMS OF NEW YORK, INC.	New York	5912	02-0646252
64.	CRITICAL CARE SYSTEMS, INC.	Delaware	5912	04-3115329
65.	DNA DIRECT, INC.	Delaware	5912	71-0958489
66.	ENVISION PHARMA INC.	Connecticut	5912	06-1633253
67.	EVIDENCE SCIENTIFIC SOLUTIONS, INC.	Delaware	5912	26-3434149
68.	HIDDEN RIVER, L.L.C.	Delaware	5912	45-2893398
69.	HOME HEALTHCARE RESOURCES, INC.	Pennsylvania	5912	52-1498155
70.	INFINITY INFUSION II, LLC	Delaware	5912	04-3673742
71.	INFINITY INFUSION, LLC	Delaware	5912	41-2043158
72.	INSTITUTE FOR MEDICAL EDUCATION & RESEARCH, INC.	Florida	5912	22-3858266
73.	LIBERTY HEALTHCARE GROUP, INC.	Delaware	5912	86-1056555
74.	LIBERTY HEALTHCARE PHARMACY OF NEVADA, LLC	Nevada	5912	65-1289809
75.	LIBERTY LANE DEVELOPMENT COMPANY, INC.	Florida	5912	65-1071974
76.	LIBERTY MARKETPLACE, INC.	Delaware	5912	37-1588500
77.	LIBERTY MEDICAL SUPPLY, INC.	Florida	5912	65-0193983
78.	MAH PHARMACY, L.L.C.	Delaware	5912	27-1506930
79.	MAH PROCESSING, INC.	Delaware	5912	45-2822362
80.	MEDCO AT HOME, L.L.C.	Delaware	5912	05-0619053
81.	MEDCO CDUR, L.L.C.	Delaware	5912	N/A
82.	MEDCO CHP, L.L.C.	Delaware	5912	27-5133672
83.	MEDCO CONTINUATION HEALTH, L.L.C.	Delaware	5912	N/A
84.	MEDCO EUROPE, L.L.C.	Delaware	5912	N/A
85.	MEDCO EUROPE II, L.L.C.	Delaware	5912	27-3709630
86.	MEDCO HEALTH, L.L.C.	Delaware	5912	41-2063830
87.	MEDCO HEALTH NEW YORK INDEPENDENT PRACTICE ASSOCIATION, L.L.C.	New York	5912	22-3572956
88.	MEDCO HEALTH PUERTO RICO, L.L.C.	Delaware	5912	81-0616525
89.	MEDCO HEALTH SOLUTIONS OF COLUMBUS NORTH, LTD.	Ohio	5912	22-3478893
90.	MEDCO HEALTH SOLUTIONS OF COLUMBUS WEST, LTD.	Ohio	5912	22-3478895
91.	MEDCO HEALTH SOLUTIONS OF FAIRFIELD, L.L.C.	Pennsylvania	5912	22-3478953
92.	MEDCO HEALTH SOLUTIONS OF FRANKLIN LAKES, L.L.C.	New Jersey	5912	22-3478889
93.	MEDCO HEALTH SOLUTIONS OF HENDERSON, NEVADA, L.L.C.	Delaware	5912	51-0447039
94.	MEDCO HEALTH SOLUTIONS OF HIDDEN RIVER, L.C.	Florida	5912	59-3736512
95.	MEDCO HEALTH SOLUTIONS OF ILLINOIS, L.L.C.	Delaware	5912	N/A

	Name of Guarantor Registrant*	State or Other Jurisdiction of Incorporation or Formation	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification Number
96.	MEDCO HEALTH SOLUTIONS OF INDIANA, L.L.C.	Delaware	5912	26-1955207
97.	MEDCO HEALTH SOLUTIONS OF IRVING, L.L.C.	Delaware	5912	27-1809723
98.	MEDCO HEALTH SOLUTIONS OF LAS VEGAS, L.L.C.	Nevada	5912	22-2675929
99.	MEDCO HEALTH SOLUTIONS OF NETPARK, L.L.C.	Delaware	5912	22-3474891
100.	MEDCO HEALTH SOLUTIONS OF NORTH VERSAILLES, L.L.C.	Pennsylvania	5912	22-3478898
101.	MEDCO HEALTH SOLUTIONS OF RICHMOND, L.L.C.	Virginia	5912	22-3478958
102.	MEDCO HEALTH SOLUTIONS OF SPOKANE, L.L.C.	Delaware	5912	22-3046530
103.	MEDCO HEALTH SOLUTIONS OF TEXAS, L.L.C.	Texas	5912	22-3478955
104.	MEDCO HEALTH SOLUTIONS OF WILLINGBORO, L.L.C.	New Jersey	5912	22-3474877
105.	MEDCOHEALTH.COM, L.L.C.	New Jersey	5912	22-3732483
106.	MEDCO OF WILLINGBORO URBAN RENEWAL, L.L.C.	New Jersey	5912	22-3811751
107.	MEDCO RESEARCH INSTITUTE, L.L.C.	Delaware	5912	45-3631137
108.	NATIONAL DIABETIC MEDICAL SUPPLY, L.L.C.	Delaware	5912	45-3860748
109.	NATIONAL RX SERVICES NO. 3, INC. OF OHIO	Ohio	5912	34-1666699
110.	P-STAR ACQUISITION CO., INC.	Delaware	5912	20-1968476
111.	POLYMEDICA CORPORATION	Massachusetts	2834	04-3033368
112.	SYSTEMED, L.L.C.	Delaware	5912	22-3474888
113.	THE VACCINE CONSORTIUM, LLC	Maryland	5912	20-5454871
114.	THERAPEASE CUISINE, INC.	Wisconsin	5912	26-0759966
115.	TVC ACQUISITION CO., INC.	Delaware	5912	45-4509922
116.	UBC HEALTH CARE ANALYTICS, INC.	Delaware	5912	54-1759539
117.	UBC LATE STAGE, INC.	Missouri	5912	43-1083790
118.	UBC SCIENTIFIC SOLUTIONS, INC.	Delaware	5912	26-3434243
119.	UNITED BIOSOURCE CORPORATION	Delaware	5912	80-0077029
120.	UNITED BIOSOURCE PATIENT SOLUTIONS, INC.	Delaware	5912	20-3419132
121.	INFINITY INFUSION CARE, LTD.	Texas	5912	76-0391439

One Express Way St. Louis, MO	63121
(Address of principal executive offices)	(Zip code)

2.750% Senior Notes due 2014

2.100% Senior Notes due 2015

3.500% Senior Notes due 2016

2.650% Senior Notes due 2017

4.750% Senior Notes due 2021

3.900% Senior Notes due 2022

6.125% Senior Notes due 2041

(Title of the indenture securities)

Item 1. General Information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Treasury Department

Washington, D.C.

Federal Deposit Insurance Corporation

Washington, D.C.

Federal Reserve Bank of San Francisco

San Francisco, California 94120

(b) Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with the Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee. Not applicable.

Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.

Exhibit 1.	A copy of the Articles of Association of the trustee now in effect.*
Exhibit 2.	A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**
Exhibit 3.	See Exhibit 2
Exhibit 4.	Copy of By-laws of the trustee as now in effect.***
Exhibit 5.	Not applicable.
Exhibit 6.	The consent of the trustee required by Section 321(b) of the Act.
Exhibit 7.	A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8.	Not applicable.
Exhibit 9.	Not applicable.

* Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of file number 333-130784-06.

** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of file number 022-28721.

*** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of file number 333-125274.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Minneapolis and State of Minnesota on the 12th day of November, 2012.

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Richard Prokosch

Richard Prokosch

Vice President

EXHIBIT 6

November 12, 2012

Securities and Exchange Commission

Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Richard Prokosch

Richard Prokosch

Vice President

Exhibit 7

Consolidated Report of Condition of

Wells Fargo Bank National Association

of 101 North Phillips Avenue, Sioux Falls, SD 57104

And Foreign and Domestic Subsidiaries,

at the close of business September 30, 2012, filed in accordance with 12 U.S.C. §161 for National Banks.

		Dollar Amounts In Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		$	16,931
Interest-bearing balances			74,188
Securities:
Held-to-maturity securities			0
Available-for-sale securities			204,296
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices			30
Securities purchased under agreements to resell			24,666
Loans and lease financing receivables:
Loans and leases held for sale			31,929
Loans and leases, net of unearned income	728,980
LESS: Allowance for loan and lease losses	14,500
Loans and leases, net of unearned income and allowance			714,480
Trading Assets			40,930
Premises and fixed assets (including capitalized leases)			7,618
Other real estate owned			4,074
Investments in unconsolidated subsidiaries and associated companies			581
Direct and indirect investments in real estate ventures			86
Intangible assets
Goodwill			21,545
Other intangible assets			19,703
Other assets			57,739
Total assets		$	1,218,796
LIABILITIES
Deposits:
In domestic offices		$	876,434
Noninterest-bearing	234,742
Interest-bearing	641,692
In foreign offices, Edge and Agreement subsidiaries, and IBFs			76,676
Noninterest-bearing	2,323
Interest-bearing	74,353
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			8,985
Securities sold under agreements to repurchase			11,823

	Dollar Amounts In Millions
Trading liabilities		23,232
Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases)		39,783
Subordinated notes and debentures		16,786
Other liabilities		35,449
Total liabilities	$	1,089,168
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		519
Surplus (exclude all surplus related to preferred stock)		99,518
Retained earnings		20,950
Accumulated other comprehensive income		7,541
Other equity capital components		0
Total bank equity capital		128,528
Noncontrolling (minority) interests in consolidated subsidiaries		1,100
Total equity capital		129,628
Total liabilities, and equity capital	$	1,218,796

I, Timothy J. Sloan, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Timothy J. Sloan

EVP & CFO    

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

John Stumpf	Directors
David Hoyt
Carrie Tolstedt

EX-99.1

EXHIBIT 99.1

LETTER OF TRANSMITTAL

EXPRESS SCRIPTS HOLDING COMPANY

OFFER FOR ALL OUTSTANDING 2.750% SENIOR NOTES DUE 2014 AND THE RELATED SUBSIDIARY GUARANTEES IN EXCHANGE FOR 2.750% SENIOR NOTES DUE 2014 AND THE RELATED SUBSIDIARY GUARANTEES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,

OFFER FOR ALL OUTSTANDING 2.100% SENIOR NOTES DUE 2015 AND THE RELATED SUBSIDIARY GUARANTEES IN EXCHANGE FOR 2.100% SENIOR NOTES DUE 2015 AND THE RELATED SUBSIDIARY GUARANTEES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,

OFFER FOR ALL OUTSTANDING 3.500% SENIOR NOTES DUE 2016 AND THE RELATED SUBSIDIARY GUARANTEES IN EXCHANGE FOR 3.500% SENIOR NOTES DUE 2016 AND THE RELATED SUBSIDIARY GUARANTEES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,

OFFER FOR ALL OUTSTANDING 2.650% SENIOR NOTES DUE 2017 AND THE RELATED SUBSIDIARY GUARANTEES IN EXCHANGE FOR 2.650% SENIOR NOTES DUE 2017 AND THE RELATED SUBSIDIARY GUARANTEES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,

OFFER FOR ALL OUTSTANDING 4.750% SENIOR NOTES DUE 2021 AND THE RELATED SUBSIDIARY GUARANTEES IN EXCHANGE FOR 4.750% SENIOR NOTES DUE 2021 AND THE RELATED SUBSIDIARY GUARANTEES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,

OFFER FOR ALL OUTSTANDING 3.900% SENIOR NOTES DUE 2022 AND THE RELATED SUBSIDIARY GUARANTEES IN EXCHANGE FOR 3.900% SENIOR NOTES DUE 2022 AND THE RELATED SUBSIDIARY GUARANTEES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,

AND

OFFER FOR ALL OUTSTANDING 6.125% SENIOR NOTES DUE 2041 AND THE RELATED SUBSIDIARY GUARANTEES IN EXCHANGE FOR 6.125% SENIOR NOTES DUE 2041 AND THE RELATED SUBSIDIARY GUARANTEES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,

PURSUANT TO THE PROSPECTUS

DATED                     , 2012

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                     , 2012 (THE “EXPIRATION DATE”), UNLESS EXTENDED. TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

Delivery to:

Wells Fargo Bank, National Association

Exchange Agent

By Registered or Certified Mail:	By Regular Mail or Overnight Courier:
Wells Fargo Bank, National Association Corporate Trust Operations MAC N9303-121 PO Box 1517 Minneapolis, MN 55480	Wells Fargo Bank, National Association Corporate Trust Operations MAC N9303-121 Sixth & Marquette Avenue Minneapolis, MN 55479
By Facsimile:	In Person by Hand Only:
(612) 667-6282	Wells Fargo Bank, National Association 12th Floor— Northstar East Building Corporate Trust Operations 680 Second Avenue South Minneapolis, MN 55479

For Information or Confirmation by Telephone:

(800) 344-5128

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY OF THIS LETTER OF TRANSMITTAL.

The prospectus, dated                     , 2012 (the “Prospectus”), of Express Scripts Holding Company, a Delaware corporation (the “Company”), and this Letter of Transmittal (the “Letter”) together constitute the Company’s offer (the “Exchange Offer”) to exchange:

• an aggregate principal amount of up to $900,000,000 of its 2.750% Senior Notes due 2014 and the related Subsidiary Guarantees, which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), (individually a “New 2014 Note” and collectively, the “New 2014 Notes”), for a like principal amount at maturity of the Company’s issued and outstanding 2.750% Senior Notes due 2014 and the related Subsidiary Guarantees (individually an “Old 2014 Note” and collectively, the “Old 2014 Notes”) from the registered holders thereof,

• an aggregate principal amount of up to $1,000,000,000 of its 2.100% Senior Notes due 2015 and the related Subsidiary Guarantees which have been registered under the Securities Act (individually a “New 2015 Note” and collectively, the “New 2015 Notes”), for a like principal amount at maturity of the Company’s issued and outstanding 2.100% Senior Notes due 2015 and the related Subsidiary Guarantees (individually an “Old 2015 Note” and collectively, the “Old 2015 Notes”) from the registered holders thereof,

• an aggregate principal amount of up to $1,250,000,000 of its 3.500% Senior Notes due 2016 and the related Subsidiary Guarantees which have been registered under the Securities Act (individually a “New 2016 Note” and collectively, the “New 2016 Notes”), for a like principal amount at maturity of the

Company’s issued and outstanding 3.500% Senior Notes due 2016 and the related Subsidiary Guarantees (individually an “Old 2016 Note” and collectively, the “Old 2016 Notes”) from the registered holders thereof,

• an aggregate principal amount of up to $1,500,000,000 of its 2.650% Senior Notes due 2017 and the related Subsidiary Guarantees which have been registered under the Securities Act (individually a “New 2017 Note” and collectively, the “New 2017 Notes”), for a like principal amount at maturity of the Company’s issued and outstanding 2.650% Senior Notes due 2017 and the related Subsidiary Guarantees (individually an “Old 2017 Note” and collectively, the “Old 2017 Notes”) from the registered holders thereof,

• an aggregate principal amount of up to $1,250,000,000 of its 4.750% Senior Notes due 2021 and the related Subsidiary Guarantees which have been registered under the Securities Act (individually a “New 2021 Note” and collectively, the “New 2021 Notes”), for a like principal amount at maturity of the Company’s issued and outstanding 4.750% Senior Notes due 2021 and the related Subsidiary Guarantees (individually an “Old 2021 Note” and collectively, the “Old 2021 Notes”) from the registered holders thereof,

• an aggregate principal amount of up to $1,000,000,000 of its 3.900% Senior Notes due 2022 and the related Subsidiary Guarantees which have been registered under the Securities Act (individually a “New 2022 Note” and collectively, the “New 2022 Notes”), for a like principal amount at maturity of the Company’s issued and outstanding 3.900% Senior Notes due 2022 and the related Subsidiary Guarantees (individually an “Old 2022 Note” and collectively, the “Old 2022 Notes”) from the registered holders thereof, and

• an aggregate principal amount of up to $700,000,000 of its 6.125% Senior Notes due 2041 and the related Subsidiary Guarantees which have been registered under the Securities Act (individually a “New 2041 Note,” collectively, the “New 2041 Notes” and, collectively with the New 2014 Notes, the New 2015 Notes, the New 2016 Notes, the New 2017 Notes, the New 2021 Notes and the New 2022 Notes, the “New Notes”), for a like principal amount at maturity of the Company’s issued and outstanding 6.125% Senior Notes due 2041 and the related Subsidiary Guarantees (individually an “Old 2041 Note,” collectively, the “Old 2041 Notes” and, collectively with the Old 2014 Notes, the Old 2015 Notes, the Old 2016 Notes, the Old 2017 Notes, the Old 2021 Notes and the Old 2022 Notes, the “Old Notes”) from the registered holders thereof.

Capitalized terms not defined herein shall have the respective meanings ascribed to them in the Prospectus.

For each Old Note accepted for exchange, the holder of such Old Note will receive a New Note of the same series having a principal amount equal to the principal amount at maturity of the surrendered Old Note. The applicable series of New Notes will bear interest from the most recent date to which interest has been paid on the applicable series of Old Notes, or if no interest has been paid, from the respective date of original issuance. Accordingly, registered holders of New Notes on the relevant record date for the first interest payment date following the consummation of the Exchange Offer will receive interest accruing from the most recent date to which interest has been paid on the Old Notes. The Old Notes accepted for exchange will cease to accrue interest from and after the date of consummation of the Exchange Offer. Holders of Old Notes whose Old Notes are accepted for exchange will not receive any payment in respect of accrued interest on such Old Notes otherwise payable on any interest payment date the record date for which occurs on or after the consummation of the Exchange Offer.

This Letter is to be completed by a holder of Old Notes either if certificates for such Old Notes are to be forwarded herewith or if a tender is to be made by book-entry transfer to the account maintained by the Exchange Agent at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in “The Exchange Offer—

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Book-Entry Transfers” section of the Prospectus and an Agent’s Message is not delivered. HOLDERS OF OLD NOTES WHO HAVE PREVIOUSLY VALIDLY DELIVERED A LETTER OF TRANSMITTAL IN CONJUNCTION WITH A VALID TENDER OF OLD NOTES FOR EXCHANGE PURSUANT TO THE PROCEDURES DESCRIBED IN THE PROSPECTUS UNDER THE HEADING “THE EXCHANGE OFFER” ARE NOT REQUIRED TO TAKE ANY FURTHER ACTION TO RECEIVE NEW NOTES. HOLDERS OF OLD NOTES WHO HAVE PREVIOUSLY VALIDLY TENDERED OLD NOTES FOR EXCHANGE OR WHO VALIDLY TENDER OLD NOTES FOR EXCHANGE IN ACCORDANCE WITH THIS LETTER MAY WITHDRAW ANY OLD NOTES SO TENDERED AT ANY TIME PRIOR TO THE EXPIRATION DATE. SEE THE PROSPECTUS UNDER THE HEADING “THE EXCHANGE OFFER” FOR A MORE COMPLETE DESCRIPTION OF THE TENDER AND WITHDRAWAL PROVISIONS. Tenders by book-entry transfer also may be made by delivering an Agent’s Message in lieu of this Letter. The term “Agent’s Message” means a message, transmitted by DTC to and received by the Exchange Agent and forming a part of a Book-Entry Confirmation (as defined below), which states that DTC has received an express acknowledgment from the tendering participant, which acknowledgment states that such participant has received and agrees to be bound by this Letter and that the Company may enforce this Letter against such participant. The term “Book-Entry Confirmation” means the confirmation of the book-entry tender of Old Notes into the Exchange Agent’s account at DTC.

Delivery of documents to DTC does not constitute delivery to the Exchange Agent.

The method of delivery of Old Notes, Letters of Transmittal and all other required documents is at the election and risk of the holders. If such delivery is by mail, it is recommended that registered mail properly insured, with return receipt requested, be used. In all cases, sufficient time should be allowed to assure timely delivery. No Letters of Transmittal or Old Notes should be sent to the Company.

The undersigned has completed the appropriate boxes below and signed this Letter to indicate the action the undersigned desires to take with respect to the Exchange Offer.

List below the Old Notes to which this Letter relates. If the space provided below is inadequate, the certificate numbers and principal amount at maturity of Old Notes should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF OLD 2014 NOTES
Type	Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)	1 Certificate Number(s)*	2 Aggregate Principal Amount Represented	3 Principal Amount Tendered**
2.750% Senior Notes due 2014
		Total Shares:
*       Need not be completed if Old 2014 Notes are being tendered by book-entry transfer. **     Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Old 2014 Notes represented by the Old 2014 Notes indicated in column 2. See Instruction 2. Old 2014 Notes tendered hereby must be in denominations of principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000. See Instruction 1.

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DESCRIPTION OF OLD 2015 NOTES
Type	Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)	1 Certificate Number(s)*	2 Aggregate Principal Amount Represented	3 Principal Amount Tendered**
2.100% Senior Notes due 2015
		Total Shares:
*       Need not be completed if Old 2015 Notes are being tendered by book-entry transfer. **     Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Old 2015 Notes represented by the Old 2015 Notes indicated in column 2. See Instruction 2. Old 2015 Notes tendered hereby must be in denominations of principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000. See Instruction 1.

DESCRIPTION OF OLD 2016 NOTES
Type	Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)	1 Certificate Number(s)*	2 Aggregate Principal Amount Represented	3 Principal Amount Tendered**
3.500% Senior Notes due 2016
		Total Shares:
*       Need not be completed if Old 2016 Notes are being tendered by book-entry transfer. **     Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Old 2016 Notes represented by the Old 2016 Notes indicated in column 2. See Instruction 2. Old 2016 Notes tendered hereby must be in denominations of principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000. See Instruction 1.

DESCRIPTION OF OLD 2017 NOTES
Type	Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)	1 Certificate Number(s)*	2 Aggregate Principal Amount Represented	3 Principal Amount Tendered**
2.650% Senior Notes due 2017
		Total Shares:
*       Need not be completed if Old 2017 Notes are being tendered by book-entry transfer. **     Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Old 2017 Notes represented by the Old 2017 Notes indicated in column 2. See Instruction 2. Old 2017 Notes tendered hereby must be in denominations of principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000. See Instruction 1.

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DESCRIPTION OF OLD 2021 NOTES
Type	Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)	1 Certificate Number(s)*	2 Aggregate Principal Amount Represented	3 Principal Amount Tendered**
4.750% Senior Notes due 2021
		Total Shares:
*       Need not be completed if Old 2021 Notes are being tendered by book-entry transfer. **     Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Old 2021 Notes represented by the Old 2021 Notes indicated in column 2. See Instruction 2. Old 2021 Notes tendered hereby must be in denominations of principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000. See Instruction 1.

DESCRIPTION OF OLD 2022 NOTES
Type	Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)	1 Certificate Number(s)*	2 Aggregate Principal Amount Represented	3 Principal Amount Tendered**
3.900% Senior Notes due 2022
		Total Shares:
*       Need not be completed if Old 2022 Notes are being tendered by book-entry transfer. **     Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Old 2022 Notes represented by the Old 2022 Notes indicated in column 2. See Instruction 2. Old 2022 Notes tendered hereby must be in denominations of principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000. See Instruction 1.

DESCRIPTION OF OLD 2041 NOTES
Type	Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)	1 Certificate Number(s)*	2 Aggregate Principal Amount Represented	3 Principal Amount Tendered**
6.125% Senior Notes due 2041
		Total Shares:
*       Need not be completed if Old 2041 Notes are being tendered by book-entry transfer. **     Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Old 2041 Notes represented by the Old 2041 Notes indicated in column 2. See Instruction 2. Old 2041 Notes tendered hereby must be in denominations of principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000. See Instruction 1.

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¨ CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:

Name of Tendering Institution                                                                                                                                                                   

Account Number                                 Transaction Code Number                                             

By crediting Old Notes to the Exchange Agent’s account at DTC using the Automated Tender Offer Program (“ATOP”) and by complying with applicable ATOP procedures with respect to the Exchange Offer, including transmitting to the Exchange Agent an Agent’s Message in which the holder of the Old Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter, the participant in DTC confirms on behalf of itself and the beneficial owners of such Old Notes all provisions of this Letter (including all representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter to the Exchange Agent.

¨ CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH.

¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:                                                                                                                                                                                                                 

Address:                                                                                                                                                                                                             

If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of New Notes. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes, it represents that the Old Notes to be exchanged for the New Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it may be deemed to be an “underwriter” within the meaning of the Securities Act and that it will deliver a Prospectus in connection with any resale of such New Notes; however, by so acknowledging and by delivering a Prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the aggregate principal amount at maturity of Old Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Old Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Old Notes as are being tendered hereby.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Old Notes tendered hereby and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by the Company. The undersigned hereby further represents (i) that any New Notes acquired in exchange for Old Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such New Notes, whether or not such person is the undersigned, (ii) that neither the holder of such Old Notes nor any such other person is engaged in, or intends to engage in, a distribution of such New Notes, or has an arrangement or understanding with any person to participate in the distribution of such New Notes, (iii) that neither the holder of such Old Notes nor any such other person is an “affiliate,” as defined in Rule 405 under the Securities Act, of the Company or any Guarantor and (iv) that the undersigned is not acting or behalf of any person or entity who could not truthfully made the statements set forth in clauses (i), (ii) and (iii) above.

The undersigned also acknowledges that this Exchange Offer is being made by the Company based upon the Company’s understanding of an interpretation by the staff of the Securities and Exchange Commission (the “Commission”) as set forth in no-action letters issued to third parties, that the New Notes issued in exchange for the Old Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder that is an “affiliate” of the Company or any Guarantor within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such New Notes are acquired in the ordinary course of such holders’ business; and such holders are not engaged in, and do not intend to engage in, a distribution of such New Notes and have no arrangement or understanding with any person to participate in the distribution of such New Notes. However, the staff of the Commission has not considered this Exchange Offer in the context of a no-action letter, and there can be no assurance that the staff of the Commission would make a similar determination with respect to this Exchange Offer as in other circumstances. If a holder of Old Notes is an affiliate of the Company or any Guarantor, or is engaged in or intends to engage in a distribution of the New Notes or has any arrangement or understanding with respect to the distribution of the New Notes to be acquired pursuant to the Exchange Offer, such holder could not rely on the applicable interpretations of the staff of the Commission and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction. If the undersigned is a broker-dealer, it acknowledges that the staff of the Commission considers broker-dealers that acquired the Old Notes directly from the Company, but not as a result of market-making activities or other trading activities, to be making a distribution of the New Notes.

If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes, it represents that the Old Notes to be exchanged for the New Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it may be deemed to be an “underwriter” within the meaning of the Securities Act and that it will deliver a Prospectus in connection with any resale of such New Notes; however, by so acknowledging and by delivering a Prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Because our belief that transfers of New Notes would be permitted without registration or prospectus delivery under the conditions described above is based on SEC interpretations given to other, unrelated issuers in similar exchange offers, we cannot assure you that the SEC would make a similar interpretation with respect to

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this Exchange Offer. We will not be responsible for or indemnify you against any liability you may incur under the Securities Act. You should consult your own legal adviser as to your ability to resell, offer for resale or otherwise transfer any New Notes issued to you in the Exchange Offer without complying with the registration and prospectus delivery requirements of the Securities Act.

The undersigned will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the sale, assignment and transfer of the Old Notes tendered hereby. All authority conferred or agreed to be conferred in this Letter and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in “The Exchange Offer—Withdrawal Rights” section of the Prospectus.

Unless otherwise indicated herein in the box entitled “Special Issuance Instructions” below, please deliver the New Notes (and, if applicable, substitute certificates representing Old Notes for any Old Notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of Old Notes, please credit the account indicated above maintained at DTC. Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” below, please send the New Notes (and, if applicable, substitute certificates representing Old Notes for any Old Notes not exchanged) to the undersigned at the address shown above in the applicable box above.

THE UNDERSIGNED, BY COMPLETING THE APPLICABLE BOX ABOVE RELATING TO THE UNDERSIGNED’S OLD NOTES AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AS SET FORTH IN SUCH BOX ABOVE.

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SPECIAL ISSUANCE INSTRUCTIONS (See Instructions 3 and 4)	SPECIAL ISSUANCE INSTRUCTIONS (See Instructions 3 and 4)
To be completed ONLY if certificates for Old Notes not exchanged and or New Notes are to be issued in the name of and sent to someone other than the person or persons whose signature(s) appear(s) on this Letter above, or if Old Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at DTC other than the account indicated above. Issue New Notes and/or Old Notes to:	To be completed ONLY if certificates for Old Notes not exchanged and/or New Notes are to be sent to someone other than the person or persons whose signature(s) appear(s) on this Letter above or to such person or persons at an address other than shown in the boxes entitled “Description of Old 2014 Notes,” “Description of Old 2015 Notes,” “Description of Old 2016 Notes,” “Description of Old 2017 Notes,” “Description of Old 2021 Notes,” “Description of Old 2022 Notes,” and/or “Description of Old 2041 Notes” on this Letter above.
Names(s):
(Please Type or Print)
	Mail New Notes and/or Old Notes to:
(Please Type or Print)
Address:	Names(s):
(Zip Code)	(Please Type or Print)
(Complete Substitute Form W-9)	(Please Type or Print)
¨     Credit unexchanged Old Notes delivered by book-entry transfer to DTC account set forth below.	Address:                                                             (Zip Code)
(Book-Entry Transfer Facility Account Number, it applicable)

IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF OR AN AGENT’S MESSAGE IN LIEU THEREOF (TOGETHER WITH THE CERTIFICATES FOR OLD NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL

CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.

Except as stated in the Prospectus, all authority herein conferred or agreed to be conferred shall survive the death, incapacity or dissolution of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. See Instruction 10.

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PLEASE SIGN HERE

(To be Completed by All Tendering Holders)

(Complete Accompanying Substitute Form W-9 Below)

,	,	2012
,	,	2012
(Signature(s) of Owner)	(Date)

Area Code and Telephone No.:                                           

This Letter must be signed by the registered holder(s) as the name(s) appear(s) on the certificate(s) for the Old Notes hereby tendered or on a security position listing or by any person(s) authorized to become registered holder(s) by endorsements any documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in fiduciary or representative capacity, please set forth full title. See Instruction 3.

 Name(s):  

(Please Type or Print)

 Capacity:  

 Address:  

(including Zip Code)

 Principal place of business (if different from address listed above):  

(including Zip Code)

 Area Code and Telephone No.:  

 Taxpayer Identification or Social Security Nos.:  

SIGNATURE GUARANTEE

(If required by Instruction 3)

Signature(s) Guaranteed by An Eligible Institution:
	(Authorized Signature)

 Title:  

 Name and Firm:  

 Dated:                       , 2012  

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INSTRUCTIONS

Forming part of the terms and conditions of the Exchange Offer for the:

2.750% Senior Notes due 2014 and the related Subsidiary Guarantees in exchange for 2.750% Senior Notes due 2014 and the related Subsidiary Guarantees that have been registered under the Securities Act of 1933, as amended,

2.100% Senior Notes due 2015 and the related Subsidiary Guarantees in exchange for 2.100% Senior Notes due 2015 and the related Subsidiary Guarantees that have been registered under the Securities Act of 1933, as amended,

3.500% Senior Notes due 2016 and the related Subsidiary Guarantees in exchange for 3.500% Senior Notes due 2016 and the related Subsidiary Guarantees that have been registered under the Securities Act of 1933, as amended,

2.650% Senior Notes due 2017 and the related Subsidiary Guarantees in exchange for 2.650% Senior Notes due 2017 and the related Subsidiary Guarantees that have been registered under the Securities Act of 1933, as amended,

4.750% Senior Notes due 2021 and the related Subsidiary Guarantees in exchange for 4.750% Senior Notes due 2021 and the related Subsidiary Guarantees that have been registered under the Securities Act of 1933, as amended,

3.900% Senior Notes due 2022 and the related Subsidiary Guarantees in exchange for 3.900% Senior Notes due 2022 and the related Subsidiary Guarantees that have been registered under the Securities Act of 1933, as amended,

and

6.125% Senior Notes due 2041 and the related Subsidiary Guarantees in exchange for 6.125% Senior Notes due 2041 and the related Subsidiary Guarantees that have been registered under the Securities Act of 1933, as amended,

Pursuant to the Prospectus

Dated                     , 2012

1. DELIVERY OF THIS LETTER AND NOTES.

This Letter is to be completed by holders of Old Notes either if certificates are to be forwarded herewith or if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in “The Exchange Offer—Book-Entry Transfers” section of the Prospectus and an Agent’s Message is not delivered. Tenders by book-entry transfer also may be made by delivering an Agent’s Message in lieu of this Letter. The term “Agent’s Message” means a message, transmitted by DTC to and received by the Exchange Agent and forming a part of a Book-Entry Confirmation, which states that DTC has received an express acknowledgment from the tendering participant, which acknowledgment states that such participant has received and agrees to be bound by, and makes the representations and warranties contained in, the Letter and that the Company may enforce the Letter against such participant. Certificates for all physically tendered Old Notes, or Book-Entry Confirmations, as the case may be, as well as a properly completed and duly executed Letter (or manually signed facsimile thereof or Agent’s Message in lieu thereof) and any other documents required by this Letter, must be received by the Exchange Agent at one of the addresses set forth herein prior to the Expiration Date. Old Notes tendered hereby must be in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000.

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The method of delivery of this Letter, the Old Notes and all other required documents is at the election and risk of the tendering holders, but the delivery will be deemed made only when actually received or confirmed by the Exchange Agent. If Old Notes are sent by mail, it is suggested that the mailing be registered mail, properly insured, with return receipt requested, made sufficiently in advance of the Expiration Date to permit delivery to the Exchange Agent prior to 5:00 p.m, New York City time, on the Expiration Date.

See “The Exchange Offer” section of the Prospectus.

2. PARTIAL TENDERS (NOT APPLICABLE TO NOTE HOLDERS WHO TENDER BY BOOK-ENTRY TRANSFER).

If less than all of the Old Notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should fill in the aggregate principal amount at maturity of Old Notes to be tendered in the applicable box above entitled “Description of Old 2014 Notes—Principal Amount Tendered,” “Description of Old 2015 Notes—Principal Amount Tendered,” “Description of Old 2016 Notes—Principal Amount Tendered,” “Description of Old 2017 Notes—Principal Amount Tendered,” “Description of Old 2021 Notes—Principal Amount Tendered,” “Description of Old 2022 Notes—Principal Amount Tendered” and/or “Description of Old 2041 Notes—Principal Amount Tendered.” A newly reissued certificate for the Old Notes submitted but not tendered will be sent to such holder, unless otherwise provided in the appropriate box on this Letter, as soon as practicable after the Expiration Date. All of the Old Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.

3. SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF SIGNATURES.

If this Letter is signed by the Holder of the Old Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates or on DTC’s security position listing as the holder of such Old Notes without any change whatsoever.

If any tendered Old Notes are owned of record by two or more joint owners, all of such owners must sign this Letter.

If any tendered Old Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter as there are different registrations of certificates.

When this Letter is signed by the registered holder or holders of the Old Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the New Notes are to be issued, or any untendered Old Notes are to be reissued, to a person other than the registered holder, then endorsements of any certificates transmitted hereby or separate bond powers are required.

If this Letter is signed by a person other than the registered holder or holders of any certificate(s) specified herein, such certificate(s) must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name or names of the registered holder or holders appear(s) on the certificate(s).

If this Letter or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, proper evidence satisfactory to the Company of their authority to so act must be submitted.

Endorsements on certificates for Old Notes or signatures on bond powers required by this Instruction 3 must be guaranteed by a firm which is a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program (each an “Eligible Institution”).

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Signatures on this Letter need not be guaranteed by an Eligible Institution, provided the Old Notes are tendered: (i) by a registered holder of Old Notes (which term, for purposes of the exchange offer, includes any participant in DTC’s system whose name appears on a security position listing as the holder of such Old Notes) who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on this Letter, or (ii) for the account of an Eligible Institution.

4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.

Tendering holders of Old Notes should indicate in the applicable box the name and address to which New Notes issued pursuant to the Exchange Offer and/or substitute certificates evidencing Old Notes not exchanged are to be issued or sent, if different from the name or address of the person signing this Letter. In the case of issuance in a different name, the employer identification or social security number of the person named also must be indicated. Note holders tendering Old Notes by book-entry transfer may request that Old Notes not exchanged be credited to such account maintained at DTC as such note holder may designate hereon. If no such instructions are given, such Old Notes not exchanged will be returned to the name and address of the person signing this Letter.

5. TAXPAYER IDENTIFICATION NUMBER AND BACKUP WITHHOLDING.

Federal income tax law generally requires that a tendering holder whose Old Notes are accepted for exchange must provide the Exchange Agent (as payor) with such holder’s correct Taxpayer Identification Number (a “TIN”), which, in the case of a holder who is an individual, is generally such holder’s social security number. If the Exchange Agent is not provided with the correct TIN or an adequate basis for an exemption, such holder may be subject to a $50 penalty imposed by the Internal Revenue Service and backup withholding at the applicable rate, currently 28%, upon the amount of any reportable payments made after the exchange to such tendering holder. If withholding results in an overpayment of taxes, a refund may be obtained.

To prevent backup withholding, each tendering holder must provide such holder’s correct TIN by completing the “Substitute Form W-9” set forth herein, certifying that the TIN provided is correct (or that such holder is awaiting a TIN) and that (i) the holder is exempt from backup withholding, (ii) the holder has not been notified by the Internal Revenue Service that such holder is subject to backup withholding as a result of a failure to report all interest or dividends or (iii) the Internal Revenue Service has notified the holder that such holder is no longer subject to backup withholding.

If the holder does not have a TIN, such holder should consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (the “W-9 Guidelines”) for instructions on applying for a TIN, write “Applied For” in the space for the TIN in Part 1 of the Substitute Form W-9, and sign and date the Substitute Form W-9 and the Certificate of Awaiting Taxpayer Identification Number set forth herein. If the holder does not provide such holder’s TIN to the Exchange Agent within 60 days, backup withholding will begin and continue until such holder furnishes such holder’s TIN to the Exchange Agent. Note: Writing “Applied For” on the form means that the holder has already applied for a TIN or that such holder intends to apply for one in the near future.

If the Old Notes are held in more than one name or are not in the name of the actual owner, consult the W-9 Guidelines for information on which TIN to report.

Exempt holders (including, among others, all corporations and certain foreign persons) are not subject to these backup withholding and reporting requirements. To prevent possible erroneous backup withholding, an exempt holder should write “Exempt” in Part 2 of Substitute Form W-9. See the W-9 Guidelines for additional instructions. In order for a nonresident alien or foreign entity to qualify as exempt, such person must submit a completed Form W-8 BEN, “Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding,” signed under penalty of perjury attesting to such exempt status. Such form may be obtained from the Exchange Agent.

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6. TRANSFER TAXES.

The Company will pay all transfer taxes, if any, applicable to the transfer of Old Notes to it or its order pursuant to the Exchange Offer. If, however, New Notes and/or substitute Old Notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the Old Notes tendered hereby, or if tendered Old Notes are registered in the name of any person other than the person signing this Letter, or if a transfer tax is imposed for any reason other than the transfer of Old Notes to the Company or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder. Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Old Notes specified in this Letter.

7. WAIVER OF CONDITIONS.

The Company reserves the right (in its reasonable discretion) to waive satisfaction of any or all conditions enumerated in the Prospectus.

8. NO CONDITIONAL TENDERS; DEFECTS.

No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of Old Notes, by execution of this Letter or an Agent’s Message in lieu thereof, shall waive any right to receive notice of the acceptance of their Old Notes for exchange.

Neither the Company, the Subsidiary Guarantors, the Exchange Agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of Old Notes, nor shall any of them incur any liability for failure to give any such notice.

9. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES.

Any holder whose Old Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at one of the addresses indicated above for further instructions.

10. WITHDRAWAL RIGHTS.

Tenders of Old Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

For a withdrawal of a tender of Old Notes to be effective, a written notice of withdrawal must be received by the Exchange Agent at the address set forth above prior to 5:00 p.m., New York City time, on the Expiration Date. Any such notice of withdrawal must specify: (i) the name of the person having tendered the Old Notes to be withdrawn; (ii) the Old Notes to be withdrawn (including the principal amount of such Old Notes); and (iii) where certificates for Old Notes have been transmitted, the name in which such Old Notes are registered, if different from that of the withdrawing holder. If certificates for Old Notes have been delivered or otherwise identified to the Exchange Agent, then, prior to the release of such certificates, the withdrawing holder must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an Eligible Institution, unless such holder is an Eligible Institution. If Old Notes have been tendered pursuant to the procedure for book-entry transfer set forth in “The Exchange Offer—Book-Entry Transfers” section of the Prospectus, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Old Notes and otherwise comply with the procedures of DTC. All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by the Company (which power may be delegated to the Exchange Agent), whose determination shall be final and binding on all parties. Any Old Notes so withdrawn will be deemed not to have been validly tendered for

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exchange for purposes of the Exchange Offer and no New Notes will be issued with respect thereto unless the Old Notes so withdrawn are validly retendered. Any Old Notes that have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Old Notes tendered by book-entry transfer into the Exchange Agent’s account at DTC pursuant to the book-entry transfer procedures set forth in “The Exchange Offer—Book-Entry Transfers” section of the Prospectus, such Old Notes will be credited to an account maintained with DTC for the Old Notes) as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Old Notes may be retendered by following the procedures described above at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.

Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus, this Letter and other related documents may be directed to the Exchange Agent, at one of the addresses and telephone numbers indicated above.

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TO BE COMPLETED BY ALL TENDERING HOLDERS OF OLD NOTES

(See Instruction 5)

PAYOR’S NAME: Wells Fargo Bank, N.A.

SUBSTITUTE     FORM W-9	Part I-PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW	Social Security Number OR Employee Identification Number
	Part II-FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING (See Guidelines)
Department of the Treasury Internal Revenue Service Payer’s Request for Taxpayer Identification Number (TIN)	Part III-CERTIFICATION-Under penalties of perjury, I certify that: (1) The number shown on this form is my correct TIN (or I am waiting for a number to be issued to me) and (2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. person (including U.S. resident alien). The IRS does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.
SIGNATURE:                                                                                              DATE:
You must cross out item (2) in Part 3 above if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU

WROTE “APPLIED FOR” IN PART 1 OF THE SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and that I mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office (or I intend to mail or deliver an application in the near future). I understand that if I do not provide a taxpayer identification number to the Payor within 60 days, the Payor is required to withhold 28 percent of all cash payments made to me thereafter until I provide a number.

Signature                                                                                      Date                                                                           

  NOTE:   FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY IMPOSED BY THE INTERNAL REVENUE SERVICE AND IN BACKUP WITHHOLDING OF AT THE APPLICABLE RATE. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER. Social Security numbers have nine digits separated by two hyphens: i.e. 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e. 00-0000000. The table below will help determine the number to give the payer.

FOR THIS TYPE OF ACCOUNT:	GIVE NAME AND SOCIAL SECURITY NUMBER OF:
1.     An individual’s account	The individual
2.     Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.     Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.      (a)    The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee(1)
(b)    So-called trust account that is not a legal or valid trust under state law	The actual owner(1)
5.     Sole proprietorship or single-owner LLC	The owner(3)
FOR THIS TYPE OF ACCOUNT:	GIVE NAME AND EMPLOYER IDENTIFICATION NUMBER OF
6.     A valid trust, estate, or pension trust	The legal entity(4)
7.     Corporation or LLC electing corporate status on Form 8832	The corporation
8.     Partnership or multi-member LLC	The partnership
9.     Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
10.   A broker or registered nominee	The broker or nominee
11.   Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished.

(2) Circle the minor’s name and furnish the minor’s social security number.

(3) You must show your individual name, but you may also enter your business or “DBA” name. You may use either your Social Security number or employer identification number.

(4) List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

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NOTE: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

OBTAINING A NUMBER

If you do not have a taxpayer identification number or you do not know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number. (Both forms can be found on the web at www.irs.gov.)

PAYEES EXEMPT FROM BACKUP WITHHOLDING

If you are exempt, enter your name as described above, write “Exempt from backup withholding” in Part II of the form and sign and date the form.

Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends.

Note: If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding.

Exempt payees. Backup withholding is not required on any payments made to the following payees (section references are to the Internal Revenue Code):

1. An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2);

2. The United States or any of its agencies or instrumentalities;

3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities;

4. A foreign government or any of its political subdivisions, agencies, or instrumentalities; or

5. An international organization or any of its agencies or instrumentalities.

Other payees that may be exempt from backup withholding include:

6. A corporation;

7. A foreign central bank of issue;

8. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States;

9. A futures commission merchant registered with the Commodity Futures Trading Commission;

10. A real estate investment trust;

11. An entity registered at all times during the tax year under the Investment Company Act of 1940;

12. A common trust fund operated by a bank under section 584(a);

13. A financial institution;

14. A middleman known in the investment community as a nominee or custodian; or

15. A trust exempt from tax under section 664 or described in section 4947.

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Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT FROM BACKUP WITHHOLDING” IN PART II OF THE FORM, AND RETURN IT TO THE PAYER.

Certain payments, other than interest, dividends, and patronage dividends, that are not subject to information reporting are also not subject to backup withholding. For details, see the Treasury regulations under sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N.

Privacy Act Notice — Section 6109 requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to the Internal Revenue Service (the “IRS”). The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, and the District of Columbia to carry out their tax laws. The IRS may also disclose this information to other countries under a tax treaty, or to Federal and state agencies to enforce Federal nontax criminal laws and to combat terrorism. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

PENALTIES

(1) Failure to Furnish Taxpayer Identification Number — If you fail to furnish your correct taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information With Respect to Withholding — If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.

(3) Criminal Penalty for Falsifying Information — Falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. For Additional Information Contact Your Tax Consultant or the Internal Revenue Service.

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Manually signed copies of the Letter of Transmittal will be accepted. The Letter of Transmittal and any other required documents should be sent or delivered by each holder or such holder’s broker, dealer, commercial bank or other nominee to the Exchange Agent at one of the addresses set forth below.

The Exchange Agent for the Exchange Offer is:

Wells Fargo Bank, National Association

By Registered or Certified Mail:   Wells Fargo Bank, National Association Corporate Trust Operations MAC N9303-121 PO Box 1517 Minneapolis, MN 55480   By Facsimile:   (612) 667-6282 By Regular Mail or Overnight Courier:   Wells Fargo Bank, National Association Corporate Trust Operations MAC N9303-121 Sixth & Marquette Avenue Minneapolis, MN 55479   In Person by Hand Only:   Wells Fargo Bank, National Association 12th Floor— Northstar East Building Corporate Trust Operations 680 Second Avenue South Minneapolis, MN 55479

For Information or Confirmation by Telephone:

(800) 344-5128

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EX-99.2

EXHIBIT 99.2

EXPRESS SCRIPTS HOLDING COMPANY

Offer for all outstanding 2.750% Senior Notes due 2014 and the related Subsidiary Guarantees in exchange for 2.750% Senior Notes due 2014 and the related Subsidiary Guarantees that have been registered under the Securities Act of 1933, as amended,

Offer for all outstanding 2.100% Senior Notes due 2015 and the related Subsidiary Guarantees in exchange for 2.100% Senior Notes due 2015 and the related Subsidiary Guarantees that have been registered under the Securities Act of 1933, as amended,

Offer for all outstanding 3.500% Senior Notes due 2016 and the related Subsidiary Guarantees in exchange for 3.500% Senior Notes due 2016 and the related Subsidiary Guarantees that have been registered under the Securities Act of 1933, as amended,

Offer for all outstanding 2.650% Senior Notes due 2017 and the related Subsidiary Guarantees in exchange for 2.650% Senior Notes due 2017 and the related Subsidiary Guarantees that have been registered under the Securities Act of 1933, as amended,

Offer for all outstanding 4.750% Senior Notes due 2021 and the related Subsidiary Guarantees in exchange for 4.750% Senior Notes due 2021 and the related Subsidiary Guarantees that have been registered under the Securities Act of 1933, as amended,

Offer for all outstanding 3.900% Senior Notes due 2022 and the related Subsidiary Guarantees in exchange for 3.900% Senior Notes due 2022 and the related Subsidiary Guarantees that have been registered under the Securities Act of 1933, as amended,

and

Offer for all outstanding 6.125% Senior Notes due 2041 and the related Subsidiary Guarantees in exchange for 6.125% Senior Notes due 2041 and the related Subsidiary Guarantees that have been registered under the Securities Act of 1933, as amended.

                    , 2012            

To our Clients:

Enclosed for your consideration is a prospectus, dated                      , 2012 (the “Prospectus”), relating to the offer (the “Exchange Offer”) of Express Scripts Holding Company, a Delaware corporation (the “Company”), to exchange:

• an aggregate principal amount of up to $900,000,000 of its 2.750% Senior Notes due 2014 and the related Subsidiary Guarantees, which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), (individually a “New 2014 Note” and collectively, the “New 2014 Notes”), for a like principal amount at maturity of the Company’s issued and outstanding 2.750% Senior Notes due 2014 and the related Subsidiary Guarantees (individually an “Old 2014 Note” and collectively, the “Old 2014 Notes”) from the registered holders thereof,

• an aggregate principal amount of up to $1,000,000,000 of its 2.100% Senior Notes due 2015 and the related Subsidiary Guarantees which have been registered under the Securities Act (individually a “New 2015 Note” and collectively, the “New 2015 Notes”), for a like principal amount at maturity of the Company’s issued and outstanding 2.100% Senior Notes due 2015 and the related Subsidiary Guarantees (individually an “Old 2015 Note” and collectively, the “Old 2015 Notes”) from the registered holders thereof,

• an aggregate principal amount of up to $1,250,000,000 of its 3.500% Senior Notes due 2016 and the related Subsidiary Guarantees which have been registered under the Securities Act (individually a “New 2016 Note” and collectively, the “New 2016 Notes”), for a like principal amount at maturity of the Company’s issued and outstanding 3.500% Senior Notes due 2016 and the related Subsidiary Guarantees (individually an “Old 2016 Note” and collectively, the “Old 2016 Notes”) from the registered holders thereof,

• an aggregate principal amount of up to $1,500,000,000 of its 2.650% Senior Notes due 2017 and the related Subsidiary Guarantees which have been registered under the Securities Act (individually a “New 2017 Note” and collectively, the “New 2017 Notes”), for a like principal amount at maturity of the Company’s issued and outstanding 2.650% Senior Notes due 2017 and the related Subsidiary Guarantees (individually an “Old 2017 Note” and collectively, the “Old 2017 Notes”) from the registered holders thereof,

• an aggregate principal amount of up to $1,250,000,000 of its 4.750% Senior Notes due 2021 and the related Subsidiary Guarantees which have been registered under the Securities Act (individually a “New 2021 Note” and collectively, the “New 2021 Notes”), for a like principal amount at maturity of the Company’s issued and outstanding 4.750% Senior Notes due 2021 and the related Subsidiary Guarantees (individually an “Old 2021 Note” and collectively, the “Old 2021 Notes”) from the registered holders thereof,

• an aggregate principal amount of up to $1,000,000,000 of its 3.900% Senior Notes due 2022 and the related Subsidiary Guarantees which have been registered under the Securities Act (individually a “New 2022 Note” and collectively, the “New 2022 Notes”), for a like principal amount at maturity of the Company’s issued and outstanding 3.900% Senior Notes due 2022 and the related Subsidiary Guarantees (individually an “Old 2022 Note” and collectively, the “Old 2022 Notes”) from the registered holders thereof, and

• an aggregate principal amount of up to $700,000,000 of its 6.125% Senior Notes due 2041 and the related Subsidiary Guarantees which have been registered under the Securities Act (individually a “New 2041 Note,” collectively, the “New 2041 Notes” and, collectively with the New 2014 Notes, the New 2015 Notes, the New 2016 Notes, the New 2017 Notes, the New 2021 Notes and the New 2022 Notes, the “New Notes”),

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for a like principal amount at maturity of the Company’s issued and outstanding 6.125% Senior Notes due 2041 and the related Subsidiary Guarantees (individually an “Old 2041 Note,” collectively, the “Old 2041 Notes” and, collectively with the Old 2014 Notes, the Old 2015 Notes, the Old 2016 Notes, the Old 2017 Notes, the Old 2021 Notes and the Old 2022 Notes, the “Old Notes”) from the registered holders thereof, each upon the terms and subject to the conditions described in the Prospectus.

Capitalized terms not defined herein shall have the respective meanings ascribed to them in the Prospectus.

This material is being forwarded to you as the beneficial owner of the Old Notes held by us for your account but not registered in your name. A tender of such Old Notes may only be made by us as the holder of record and pursuant to your instructions.

Accordingly, we request instructions as to whether you wish us to tender on your behalf the Old Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus.

Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the Old Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m., New York City time, on                     , 2012, unless extended by the Company. Any Old Notes tendered pursuant to the Exchange Offer may be withdrawn (in accordance with the procedures set forth in the Prospectus) at any time before the Expiration Date.

Your attention is directed to the following:

1. The Exchange Offer is for any and all Old Notes.

2. The Exchange Offer is subject to certain conditions set forth in the Prospectus in the section captioned “The Exchange Offer—Conditions to the Exchange Offer.”

3. The Exchange Offer expires at 5:00 p.m., New York City time, on                      , 2012, unless extended by the Company.

If you wish to have us tender your Old Notes, please so instruct us by completing, executing and returning to us the instruction form on the back of this letter.

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INSTRUCTIONS WITH RESPECT TO

THE EXCHANGE OFFER

The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein relating to the Exchange Offer made by the Company with respect to the Old Notes.

This will instruct you to tender the Old Notes held by you for the account of the undersigned, upon and subject to the terms and conditions set forth in the Prospectus.

Please tender the Old 2014 Notes held by you for my account as indicated below:

¨ Please tender the Old 2014 Notes held by you for my account as indicated below:

AGGREGATE PRINCIPAL AMOUNT AT

MATURITY OF OLD 2014 NOTES

2.750% Senior Notes due 2014: $                      

¨ Please do not tender any Old 2014 Notes held by you for my account.

              Dated:                        , 2012

              Signature(s):                                                                                                                              

              Print Name(s) here:                                                                                                                   

              Print Address(es):                                                                                                                     

              Area Code and Telephone Number(s):                                                                                  

              Tax Identification or Social Security Number(s):                                                                

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Please tender the Old 2015 Notes held by you for my account as indicated below:

¨ Please tender the Old 2015 Notes held by you for my account as indicated below:

AGGREGATE PRINCIPAL AMOUNT AT

MATURITY OF OLD 2015 NOTES

2.100% Senior Notes due 2015: $                    

¨ Please do not tender any Old 2015 Notes held by you for my account.

              Dated:                        , 2012

              Signature(s):                                                                                                                              

              Print Name(s) here:                                                                                                                   

              Print Address(es):                                                                                                                     

              Area Code and Telephone Number(s):                                                                                  

              Tax Identification or Social Security Number(s):                                                                

Please tender the Old 2016 Notes held by you for my account as indicated below:

¨ Please tender the Old 2016 Notes held by you for my account as indicated below:

AGGREGATE PRINCIPAL AMOUNT AT

MATURITY OF OLD 2016 NOTES

3.500% Senior Notes due 2016: $                    

¨ Please do not tender any Old 2016 Notes held by you for my account.

              Dated:                        , 2012

              Signature(s):                                                                                                                              

              Print Name(s) here:                                                                                                                   

              Print Address(es):                                                                                                                     

              Area Code and Telephone Number(s):                                                                                  

              Tax Identification or Social Security Number(s):                                                                

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Please tender the Old 2017 Notes held by you for my account as indicated below:

¨ Please tender the Old 2017 Notes held by you for my account as indicated below:

AGGREGATE PRINCIPAL AMOUNT AT

MATURITY OF OLD 2017 NOTES

2.650% Senior Notes due 2017: $                    

¨ Please do not tender any Old 2017 Notes held by you for my account.

              Dated:                        , 2012

              Signature(s):                                                                                                                              

              Print Name(s) here:                                                                                                                   

              Print Address(es):                                                                                                                     

              Area Code and Telephone Number(s):                                                                                  

              Tax Identification or Social Security Number(s):                                                                

Please tender the Old 2021 Notes held by you for my account as indicated below:

¨ Please tender the Old 2021 Notes held by you for my account as indicated below:

AGGREGATE PRINCIPAL AMOUNT AT

MATURITY OF OLD 2021 NOTES

4.750% Senior Notes due 2021: $                    

¨ Please do not tender any Old 2021 Notes held by you for my account.

              Dated:                        , 2012

              Signature(s):                                                                                                                              

              Print Name(s) here:                                                                                                                   

              Print Address(es):                                                                                                                     

              Area Code and Telephone Number(s):                                                                                  

              Tax Identification or Social Security Number(s):                                                                

6

Please tender the Old 2022 Notes held by you for my account as indicated below:

¨          Please tender the Old 2022 Notes held by you for my account as indicated below:

AGGREGATE PRINCIPAL AMOUNT AT

MATURITY OF OLD 2022 NOTES

3.900% Senior Notes due 2022: $                    

¨          Please do not tender any Old 2022 Notes held by you for my account.

              Dated:                        , 2012

              Signature(s):  

              Print Name(s) here:  

              Print Address(es):  

              Area Code and Telephone Number(s):   

              Tax Identification or Social Security  Number(s):  

Please tender the Old 2041 Notes held by you for my account as indicated below:

¨          Please tender the Old 2041 Notes held by you for my account as indicated below:

AGGREGATE PRINCIPAL AMOUNT AT

MATURITY OF OLD 2041 NOTES

6.125% Senior Notes due 2041: $                    

¨          Please do not tender any Old 2041 Notes held by you for my account.

              Dated:                        , 2012

              Signature(s):  

              Print Name(s) here:  

              Print Address(es):  

              Area Code and Telephone Number(s):   

              Tax Identification or Social Security  Number(s):  

None of the Old Notes held by us for your account will be tendered unless we receive written instructions from you to do so. Unless a specific contrary instruction is given in the space provided, your signature(s) hereon shall constitute an instruction to us to tender all Old Notes held by us for your account.

7

EX-99.3

EXHIBIT 99.3

EXPRESS SCRIPTS HOLDING COMPANY

Offer for all outstanding 2.750% Senior Notes due 2014 and the related Subsidiary

Guarantees in exchange for 2.750% Senior Notes due 2014 and the related Subsidiary

Guarantees that have been registered under the Securities Act of 1933, as amended,

Offer for all outstanding 2.100% Senior Notes due 2015 and the related Subsidiary

Guarantees in exchange for 2.100% Senior Notes due 2015 and the related Subsidiary

Guarantees that have been registered under the Securities Act of 1933, as amended,

Offer for all outstanding 3.500% Senior Notes due 2016 and the related Subsidiary

Guarantees in exchange for 3.500% Senior Notes due 2016 and the related Subsidiary

Guarantees that have been registered under the Securities Act of 1933, as amended,

Offer for all outstanding 2.650% Senior Notes due 2017 and the related Subsidiary

Guarantees in exchange for 2.650% Senior Notes due 2017 and the related Subsidiary

Guarantees that have been registered under the Securities Act of 1933, as amended,

Offer for all outstanding 4.750% Senior Notes due 2021 and the related Subsidiary

Guarantees in exchange for 4.750% Senior Notes due 2021 and the related Subsidiary

Guarantees that have been registered under the Securities Act of 1933, as amended,

Offer for all outstanding 3.900% Senior Notes due 2022 and the related Subsidiary

Guarantees in exchange for 3.900% Senior Notes due 2022 and the related Subsidiary

Guarantees that have been registered under the Securities Act of 1933, as amended,

and

Offer for all outstanding 6.125% Senior Notes due 2041 and the related Subsidiary

Guarantees in exchange for 6.125% Senior Notes due 2041 and the related Subsidiary

Guarantees that have been registered under the Securities Act of 1933, as amended.

, 2012            

To Brokers, Dealers, Commercial Banks,

Trust Companies and Other Nominees:

Express Scripts Holding Company, a Delaware corporation (the “Company”), is offering, upon and subject to the terms and conditions set forth in the prospectus dated             , 2012 (the “Prospectus”), to exchange (the “Exchange Offer”):

• an aggregate principal amount of up to $900,000,000 of its 2.750% Senior Notes due 2014 and the related Subsidiary Guarantees, which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), (individually a “New 2014 Note” and collectively, the “New 2014 Notes”), for a like principal amount at maturity of the Company’s issued and outstanding 2.750% Senior Notes due 2014 and the related Subsidiary Guarantees (individually an “Old 2014 Note” and collectively, the “Old 2014 Notes”) from the registered holders thereof,

• an aggregate principal amount of up to $1,000,000,000 of its 2.100% Senior Notes due 2015 and the related Subsidiary Guarantees which have been registered under the Securities Act (individually a “New 2015 Note” and collectively, the “New 2015 Notes”), for a like principal amount at maturity of the Company’s issued and outstanding 2.100% Senior Notes due 2015 and the related Subsidiary Guarantees (individually an “Old 2015 Note” and collectively, the “Old 2015 Notes”) from the registered holders thereof,

• an aggregate principal amount of up to $1,250,000,000 of its 3.500% Senior Notes due 2016 and the related Subsidiary Guarantees which have been registered under the Securities Act (individually a “New 2016 Note” and collectively, the “New 2016 Notes”), for a like principal amount at maturity of the Company’s issued and outstanding 3.500% Senior Notes due 2016 and the related Subsidiary Guarantees (individually an “Old 2016 Note” and collectively, the “Old 2016 Notes”) from the registered holders thereof,

• an aggregate principal amount of up to $1,500,000,000 of its 2.650% Senior Notes due 2017 and the related Subsidiary Guarantees which have been registered under the Securities Act (individually a “New 2017 Note” and collectively, the “New 2017 Notes”), for a like principal amount at maturity of the Company’s issued and outstanding 2.650% Senior Notes due 2017 and the related Subsidiary Guarantees (individually an “Old 2017 Note” and collectively, the “Old 2017 Notes”) from the registered holders thereof,

• an aggregate principal amount of up to $1,250,000,000 of its 4.750% Senior Notes due 2021 and the related Subsidiary Guarantees which have been registered under the Securities Act (individually a “New 2021 Note” and collectively, the “New 2021 Notes”), for a like principal amount at maturity of the Company’s issued and outstanding 4.750% Senior Notes due 2021 and the related Subsidiary Guarantees (individually an “Old 2021 Note” and collectively, the “Old 2021 Notes”) from the registered holders thereof,

• an aggregate principal amount of up to $1,000,000,000 of its 3.900% Senior Notes due 2022 and the related Subsidiary Guarantees which have been registered under the Securities Act (individually a “New 2022 Note” and collectively, the “New 2022 Notes”), for a like principal amount at maturity of the Company’s issued and outstanding 3.900% Senior Notes due 2022 and the related Subsidiary Guarantees (individually an “Old 2022 Note” and collectively, the “Old 2022 Notes”) from the registered holders thereof, and

• an aggregate principal amount of up to $700,000,000 of its 6.125% Senior Notes due 2041 and the related Subsidiary Guarantees which have been registered under the Securities Act (individually a “New 2041 Note,” collectively, the “New 2041 Notes” and, collectively with the New 2014 Notes, the New 2015 Notes, the New 2016 Notes, the New 2017 Notes, the New 2021 Notes and the New 2022 Notes, the “New Notes”),

2

for a like principal amount at maturity of the Company’s issued and outstanding 6.125% Senior Notes due 2041 and the related Subsidiary Guarantees (individually an “Old 2041 Note,” collectively, the “Old 2041 Notes” and, collectively with the Old 2014 Notes, the Old 2015 Notes, the Old 2016 Notes, the Old 2017 Notes, the Old 2021 Notes and the Old 2022 Notes, the “Old Notes”) from the registered holders thereof.

The Exchange Offer is being made in order to satisfy certain obligations of the Company contained in the Registration Rights Agreement, dated as of November 21, 2011, relating to the Old 2014 Notes, the Registration Rights Agreement, dated as of February 9, 2012, relating to the Old 2015 Notes, the Registration Rights Agreement, dated as of November 21, 2011, relating to the Old 2016 Notes, the Registration Rights Agreement, dated as of February 9, 2012, relating to the Old 2017 Notes, the Registration Rights Agreement, dated as of November 21, 2011, relating to the Old 2021 Notes, the Registration Rights Agreement, dated as of February 9, 2012, relating to the Old 2022 Notes, and the Registration Rights Agreement, dated as of November 21, 2011, relating to the Old 2041 Notes, each by and among the Company, certain of its subsidiaries and the representatives of the several initial purchasers referred to therein. Capitalized terms not defined herein shall have the respective meanings ascribed to them in the Prospectus.

We are requesting that you contact your clients for whom you hold Old Notes regarding the Exchange Offer. For your information and for forwarding to your clients for whom you hold Old Notes registered in your name or in the name of your nominee, or who hold Old Notes registered in their own names, we are enclosing the following documents:

1. Prospectus dated                     , 2012; and

2. A form of letter which may be sent to your clients for whose account you hold Old Notes registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Exchange Offer.

Your prompt action is requested. The Exchange Offer will expire at 5:00 p.m., New York City time, on                     , 2012 unless extended by the Company (the “Expiration Date”). Old Notes tendered pursuant to the Exchange Offer may be withdrawn (in accordance with the procedures set forth in the Prospectus) at any time before the Expiration Date.

The Company will, upon request, reimburse brokers, dealers, commercial banks and trust companies for reasonable and necessary costs and expenses incurred by them in forwarding the Prospectus and the related documents to the beneficial owners of Old Notes held by them as nominee or in a fiduciary capacity.

3

Any inquiry you may have with respect to the Exchange Offer, or requests for additional copies of the enclosed materials, should be directed to Wells Fargo Bank, National Association, the Exchange Agent for the Exchange Offer, at one of its addresses and telephone numbers set forth in the Prospectus under the caption “The Exchange Offer—The Exchange Agent.”

Very truly yours,

EXPRESS SCRIPTS HOLDING COMPANY

NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS.

Enclosures

4

EX-99.4

Exhibit 99.4

The following audited consolidated financial statements of Medco Health Solutions, Inc. and its subsidiaries (“Medco”) are being provided as an exhibit to this Form S-4 filed by Express Scripts Holding Company.

The following audited consolidated financial statements of Medco are identical to the financial statements as previously filed with Medco’s Form 10-K for the year ended December 31, 2011, except for the addition of Note 16 setting forth the condensed consolidating financial information with respect to the Medco subsidiary guarantors of the senior notes previously issued by Express Scripts Holding Company in November 2011 and February 2012, in accordance with Rule 3-10 of Regulation S-X.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Express Scripts Holding Company:

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Medco Health Solutions, Inc. and its subsidiaries (the “Company”) at December 31, 2011 and December 25, 2010, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2011 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule (not presented herein) listed in the index appearing under Item 15 (a)(2) of the Company’s 2011 Annual Report on Form 10-K presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting (not presented herein) appearing under Item 9A of the Company’s 2011 Annual Report on Form 10-K. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

Florham Park, NJ

February 21, 2012, except with respect to our opinion on the consolidated financial statements insofar as it relates to the condensed consolidating financial information included in Note 16, as to which the date is November 19, 2012

MEDCO HEALTH SOLUTIONS, INC.

CONSOLIDATED BALANCE SHEETS

(In millions, except for share data)

	December 31, 2011			December 25, 2010
ASSETS
Current assets:
Cash and cash equivalents	$	229.1		$	853.4
Short-term investments		2.6			56.7
Manufacturer accounts receivable, net		2,132.7			1,895.1
Client accounts receivable, net		2,737.6			2,553.1
Inventories, net		897.8			1,013.2
Prepaid expenses and other current assets		400.7			75.8
Deferred tax assets		280.0			238.4
Total current assets		6,680.5			6,685.7
Property and equipment, net		1,108.4			993.6
Goodwill		6,953.8			6,939.5
Intangible assets, net		2,148.0			2,409.8
Other noncurrent assets		72.1			68.7
Total assets	$	16,962.8		$	17,097.3
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Claims and other accounts payable	$	3,375.5		$	3,495.4
Client rebates and guarantees payable		2,357.7			2,453.2
Accrued expenses and other current liabilities		973.4			910.2
Short-term debt		42.7			23.6
Current portion of long-term debt		2,000.0			—
Total current liabilities		8,749.3			6,882.4
Long-term debt, net		3,001.6			5,003.6
Deferred tax liabilities		988.4			985.1
Other noncurrent liabilities		214.1			239.4
Total liabilities		12,953.4			13,110.5
Commitments and contingencies (See Note 14)
Stockholders’ equity:
Preferred stock, par value $0.01— authorized: 10,000,000 shares; issued and outstanding: 0		—			—
Common stock, par value $0.01— authorized: 2,000,000,000 shares; issued: 673,083,808 shares at December 31, 2011 and 666,836,033 shares at December 25, 2010		6.7			6.7
Accumulated other comprehensive loss		(57.6	)		(53.5	)
Additional paid-in capital		8,820.6			8,463.0
Retained earnings		8,092.6			6,636.9
		16,862.3			15,053.1
Treasury stock, at cost: 285,620,728 shares at December 31, 2011 and 256,298,405 shares at December 25, 2010		(12,852.9	)		(11,066.3	)
Total stockholders’ equity		4,009.4			3,986.8
Total liabilities and stockholders’ equity	$	16,962.8		$	17,097.3

The accompanying notes are an integral part of these consolidated financial statements.

1

MEDCO HEALTH SOLUTIONS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In millions, except for per share data)

For Fiscal Years Ended	December 31, 2011		December 25, 2010			December 26, 2009
Product net revenues (Includes retail co-payments of $9,250 for 2011, $9,241 for 2010, and $8,661 for 2009)	$	68,563.3	$	64,889.4		$	58,961.4
Service revenues		1,500.0		1,078.9			842.8
Total net revenues		70,063.3		65,968.3			59,804.2
Cost of operations:
Cost of product net revenues (Includes retail co-payments of $9,250 for 2011, $9,241 for 2010, and $8,661 for 2009)		64,919.0		61,302.4			55,523.1
Cost of service revenues		522.1		330.8			254.1
Total cost of revenues		65,441.1		61,633.2			55,777.2
Selling, general and administrative expenses		1,744.7		1,550.4			1,455.5
Amortization of intangibles		291.9		287.4			305.6
Interest expense		208.5		172.5			172.5
Interest (income) and other (income) expense, net		1.3		(9.4	)		(9.9	)
Total costs and expenses		67,687.5		63,634.1			57,700.9
Income before provision for income taxes		2,375.8		2,334.2			2,103.3
Provision for income taxes		920.1		906.9			823.0
Net income	$	1,455.7	$	1,427.3		$	1,280.3
Basic weighted average shares outstanding		394.7		443.0			481.1
Basic earnings per share	$	3.69	$	3.22		$	2.66
Diluted weighted average shares outstanding		402.3		451.8			490.0
Diluted earnings per share	$	3.62	$	3.16		$	2.61

The accompanying notes are an integral part of these consolidated financial statements.

2

MEDCO HEALTH SOLUTIONS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Shares in thousands; $ in millions, except for per share data)

	Shares of Common Stock Issued		Shares of Treasury Stock		$0.01 Par Value Common Stock		Accumulated Other Comprehensive Income (Loss)			Additional Paid-in Capital		Retained Earnings		Treasury Stock			Total
Balances at December 27, 2008		652,387		159,061	$	6.5	$	(63.8	)	$	7,788.9	$	3,929.3	$	(5,703.0	)	$	5,957.9
Comprehensive income:
Net income		—		—		—		—			—		1,280.3		—			1,280.3
Other comprehensive income (loss)(1):
Unrealized loss on investments, net of tax		—		—		—		(0.1	)		—		—		—			(0.1	)
Foreign currency translation gain (loss)		—		—		—		2.9			—		—		—			2.9
Amortization of unrealized loss on cash flow hedge, net of tax		—		—		—		1.9			—		—		—			1.9
Defined benefit plans, net of tax:
Net prior service cost		—		—		—		(2.4	)		—		—		—			(2.4	)
Net gain (loss)		—		—		—		17.3			—		—		—			17.3
Other comprehensive income (loss)		—		—		—		19.6			—		—		—			19.6
Total comprehensive income (loss)		—		—		—		19.6			—		1,280.3		—			1,299.9
Stock option activity, including tax benefit		6,997		—		0.1		—			298.4		—		—			298.5
Issuance of common stock under employee stock purchase plan		461		—		—		—			20.8		—		—			20.8
Restricted stock unit activity, including tax benefit		1,002		—		—		—			48.6		—		—			48.6
Treasury stock acquired		—		27,293		—		—			—		—		(1,238.5	)		(1,238.5	)
Balances at December 26, 2009		660,847		186,354		6.6		(44.2	)		8,156.7		5,209.6		(6,941.5	)		6,387.2
Comprehensive income:
Net income		—		—		—		—			—		1,427.3		—			1,427.3
Other comprehensive income (loss)(1):
Foreign currency translation gain (loss)		—		—		—		(11.0	)		—		—		—			(11.0	)
Amortization of unrealized loss on cash flow hedge, net of tax		—		—		—		2.2			—		—		—			2.2
Defined benefit plans, net of tax:
Net prior service cost		—		—		—		(2.4	)		—		—		—			(2.4	)
Net gain (loss)		—		—		—		1.9			—		—		—			1.9
Other comprehensive income (loss)		—		—		—		(9.3	)		—		—		—			(9.3	)
Total comprehensive income (loss)		—		—		—		(9.3	)		—		1,427.3		—			1,418.0
Stock option activity, including tax benefit		4,267		—		0.1		—			239.5		—		—			239.6
Issuance of common stock under employee stock purchase plan		415		—		—		—			24.2		—		—			24.2
Restricted stock unit activity, including tax benefit		1,307		—		—		—			42.6		—		—			42.6
Treasury stock acquired		—		69,944		—		—			—		—		(4,124.8	)		(4,124,8	)
Balances at December 25, 2010		666,836		256,298		6.7		(53.5	)		8,463.0		6,636.9		(11,066.3	)		3,986.8
Comprehensive income:
Net income		—		—		—		—			—		1,455.7		—			1,455.7
Other comprehensive income (loss)(1):
Foreign currency translation gain and other		—		—		—		1.8			—		—		—			1.8
Amortization of unrealized loss on cash flow hedge, net of tax		—		—		—		2.2			—		—		—			2.2
Defined benefit plans, net of tax:
Net activity due to curtailments, net of tax		—						17.3										17.3
Net prior service cost		—		—		—		(0.9	)		—		—		—			(0.9	)
Net gain (loss)		—		—		—		(24.5	)		—		—		—			(24.5	)
Other comprehensive income (loss)		—		—		—		(4.1	)		—		—		—			(4.1	)
Total comprehensive income (loss)		—		—		—		(4.1	)		—		1,455.7		—			1,451.6
Stock option activity, including tax benefit		4,919		—		—		—			275.5		—		—			275.5
Issuance of common stock under employee stock purchase plan		477		—		—		—			25.5		—		—			25.5
Restricted stock unit activity, including tax benefit		852		—		—		—			56.6		—		—			56.6
Treasury stock acquired		—		29,323		—		—			—		—		(1,786.6	)		(1,786.6	)
Balances at December 31, 2011		673,084		285,621	$	6.7	$	(57.6	)	$	8,820.6	$	8,092.6	$	(12,852.9	)	$	4,009.4

⁽¹⁾  See Note 2, “Summary of Significant Accounting Policies—Other Comprehensive Income and Accumulated Other Comprehensive Income,” for more information.

The accompanying notes are an integral part of these consolidated financial statements.

3

MEDCO HEALTH SOLUTIONS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

For Fiscal Years Ended	December 31, 2011			December 25, 2010			December 26, 2009
Cash flows from operating activities:
Net income	$	1,455.7		$	1,427.3		$	1,280.3
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		213.1			189.5			179.0
Amortization of intangibles		291.9			287.4			305.6
Deferred income taxes		(80.0	)		(114.2	)		(222.1	)
Stock-based compensation on employee stock plans		170.1			155.1			146.0
Tax benefit on employee stock plans		85.6			94.9			106.2
Excess tax benefits from stock-based compensation arrangements		(42.9	)		(52.0	)		(64.3	)
Other		136.3			131.2			138.3
Net changes in assets and liabilities (net of acquisition effects, 2011 and 2010 only):
Manufacturer accounts receivable, net		(221.1	)		(129.7	)		93.4
Client accounts receivable, net		(303.7	)		(550.2	)		(515.4	)
Income taxes receivable		(3.0	)		194.3			15.1
Inventories, net		146.6			271.0			571.4
Prepaid expenses and other current assets		(314.7	)		1.5			259.6
Other noncurrent assets		(8.2	)		(5.4	)		12.8
Claims and other accounts payable		(155.7	)		(18.9	)		627.2
Client rebates and guarantees payable		(95.5	)		346.3			448.2
Accrued expenses and other current and noncurrent liabilities		7.9			116.6			120.1
Net cash provided by operating activities		1,282.4			2,344.7			3,501.4
Cash flows from investing activities:
Capital expenditures		(324.6	)		(250.1	)		(238.8	)
Purchases of securities and other assets		(44.7	)		(58.4	)		(153.4	)
Acquisitions of businesses, net of cash acquired		(15.0	)		(752.5	)		—
Proceeds from sale of securities and other investments		56.7			41.5			87.2
Net cash used by investing activities		(327.6	)		(1,019.5	)		(305.0	)
Cash flows from financing activities:
Proceeds from long-term debt		11,687.2			4,703.7			—
Repayments on long-term debt		(11,687.2	)		(3,730.5	)		—
Proceeds from accounts receivable financing facility and other		1,462.1			557.8			15.8
Repayments under accounts receivable financing facility		(1,443.0	)		(550.0	)		(600.0	)
Debt issuance costs		(0.3	)		(8.3	)		(0.4	)
Purchases of treasury stock		(1,786.6	)		(4,124.8	)		(1,238.5	)
Excess tax benefits from stock-based compensation arrangements		42.9			52.0			64.3
Net proceeds from employee stock plans		145.8			100.1			152.2
Net cash used by financing activities		(1,579.1	)		(3,000.0	)		(1,606.6	)
Net (decrease) increase in cash and cash equivalents		(624.3	)		(1,674.8	)		1,589.8
Cash and cash equivalents at beginning of year		853.4			2,528.2			938.4
Cash and cash equivalents at end of year	$	229.1		$	853.4		$	2,528.2
Supplemental disclosures of cash flow information:
Cash paid during the year for interest	$	203.5		$	162.0		$	168.2
Cash paid during the year for income taxes	$	930.3		$	660.8		$	913.9

The accompanying notes are an integral part of these consolidated financial statements.

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MEDCO HEALTH SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BACKGROUND AND BASIS OF PRESENTATION

Medco Health Solutions, Inc., (“Medco” or the “Company”) is a leading healthcare company that is pioneering the world’s most advanced pharmacy^® and its clinical research and innovations are part of Medco making medicine smarter™ for more than 65 million members in 2011. Medco provides clinically-driven pharmacy services designed to improve the quality of care and lower total healthcare costs for private and public employers, health plans, labor unions and government agencies of all sizes, and for individuals served by Medicare Part D Prescription Drug Plans. The Company’s unique Medco Therapeutic Resource Centers^®, which conduct therapy management programs using Medco Specialist Pharmacists who have expertise in the medications used to treat certain chronic conditions, as well as Accredo Health Group, Medco’s Specialty Pharmacy, represent innovative models for the care of patients with chronic and complex conditions. Additionally, Medco has capabilities and expertise in post-approval safety and economics outcomes research such as Risk Evaluation and Mitigation Strategies for biotechnology and other pharmaceutical drugs through the Company’s subsidiary, United BioSource Corporation^® (“UBC”).

The Company’s business model requires collaboration with payors, retail pharmacies, physicians, pharmaceutical manufacturers, the Centers for Medicare & Medicaid Services (“CMS”) for Medicare, and, particularly in Specialty Pharmacy, collaboration with other third-party payors such as health insurers, and state Medicaid agencies. The Company’s programs and services help control the cost and enhance the quality of prescription drug benefits. The Company accomplishes this by providing pharmacy benefit management (“PBM”) services through its national networks of retail pharmacies and its own mail-order pharmacies, as well as through Accredo Health Group.

On July 20, 2011, the Company entered into a definitive Merger Agreement with Express Scripts, Inc. (“Express Scripts”) and certain of its subsidiaries (as amended on November 7, 2011 by Amendment No. 1 thereto, the “Merger Agreement”) providing for the combination of Express Scripts and Medco under a new holding company, New Express Scripts. As a result of the transactions contemplated by the Merger Agreement, former Medco shareholders and Express Scripts shareholders will own stock in New Express Scripts. Subject to the terms and conditions set forth in the Merger Agreement, upon the closing of the transaction, each share of Medco common stock will be converted into the right to receive $28.80 in cash and 0.81 shares of New Express Scripts. Upon closing of the transaction, Express Scripts’ shareholders are expected to own approximately 59% of the combined company and Medco’s shareholders are expected to own approximately 41%. The transaction is expected to close in the first half of 2012. The merger is subject to regulatory clearance and other customary closing conditions. The shareholders approved the merger on December 21, 2011. Currently, Express Scripts and Medco are independent companies, and they will continue to be managed and operated as such until the completion of the pending merger.

The accompanying consolidated financial statements include pre-tax merger-related expenses of $80.2 million in 2011 associated with the pending Express Scripts merger, with $77.9 million in selling, general and administrative (“SG&A”) expenses and $2.3 million in total cost of revenues.

The accompanying consolidated financial statements include the operating results of UBC commencing on the September 16, 2010 acquisition date.

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When the term “mail order” is used, Medco means inventory dispensed through Medco’s mail-order pharmacy operations.

Reclassifications. Certain prior period amounts have been reclassified to conform to the current period presentation. Specifically, on the consolidated balance sheets, income taxes receivable has been combined with prepaid expenses and other current assets.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Recently Adopted Financial Accounting Standard.

Testing Goodwill for Impairment. In September 2011, the Financial Accounting Standards Board (“FASB”) issued an accounting standard intended to reduce the cost and complexity of the annual goodwill impairment test by providing entities an option to perform a qualitative assessment to determine whether further impairment testing is necessary. Under the amendments in this standard, an entity is not required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value is less than its carrying amount. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued. The Company’s early adoption of this standard in 2011 had no impact on its audited consolidated financial statements included in this Annual Report on Form 10-K.

Recently Issued Accounting Pronouncement.

Presentation of Comprehensive Income. In June 2011, the FASB issued an accounting standard with respect to the presentation of other comprehensive income in financial statements. The main provisions of the standard provide that an entity that reports other comprehensive income has the option to present comprehensive income in either a single statement or in a two-statement approach. A single statement must present the components of net income and total net income, the components of other comprehensive income and total other comprehensive income, and a total for comprehensive income. In the two-statement approach, an entity must present the components of net income and total net income in the first statement, followed by a financial statement that presents the components of other comprehensive income, a total for other comprehensive income, and a total for comprehensive income. In December 2011, the FASB issued additional guidance on this standard which deferred the requirement for entities to present reclassification adjustments out of accumulated other comprehensive income by component in both the statement where net income is presented and the statement where other comprehensive income is presented for both the interim and annual financial statements. The Company will be required to adopt this standard retrospectively for interim and annual reporting periods beginning after December 15, 2011. The Company does not expect the adoption of this standard in fiscal year 2012 to have a material impact on its consolidated financial statements.

Fiscal Years. The Company’s fiscal years end on the last Saturday in December. Fiscal year 2011 is comprised of 53 weeks. Fiscal years 2010 and 2009 each are comprised of 52 weeks. Unless otherwise stated, references to years in the consolidated financial statements relate to fiscal years.

Principles of Consolidation. The consolidated financial statements include the accounts of the Company and all of its subsidiaries. Investments in affiliates over which the Company has significant influence, but neither a controlling interest nor a majority interest in the risks or rewards of the investee, are accounted for using the equity method. The Company’s equity investments are not significant. See Note 1, “Background and Basis of Presentation,” for recent acquisitions. Intercompany accounts have been eliminated in consolidation.

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Cash and Cash Equivalents. Cash includes currency on hand and time deposits with banks or other financial institutions. Cash equivalents represent money market mutual funds, a form of highly liquid investments with original maturities of less than three months. As a result of the Company’s normal payment cycle, cash disbursement accounts representing outstanding checks not yet presented for payment of $1,693.1 million and $1,155.3 million are included in claims and other accounts payable, and client rebates and guarantees payable at December 31, 2011 and December 25, 2010, respectively, including certain amounts reclassified from cash. No overdraft or unsecured short-term loan exists in relation to these negative balances.

Short-Term and Long-Term Investments. The Company holds short-term and long-term investments in U.S. government securities to satisfy the statutory capital requirements for the Company’s insurance subsidiaries. The majority of these long-term and short-term investments are classified as held-to-maturity securities and reported at amortized cost. The Company has no exposure to or investments in any instruments associated with the sub-prime loan market.

Fair Value Measurements and Fair Value of Financial Instruments. The Company accounts for and reports the fair value of certain assets and liabilities in accordance with FASB standards. See Note 4, “Fair Value Disclosures,” for more information.

Accounts Receivable. The Company separately reports accounts receivable due from manufacturers and accounts receivable due from clients. Manufacturer accounts receivable, net, includes billed and estimated unbilled receivables from manufacturers for earned rebates and other prescription services. Unbilled rebates receivable from manufacturers are generally billed beginning 20 days from the end of each quarter.

Client accounts receivable, net, includes billed and estimated unbilled receivables from clients for the PBM and Specialty Pharmacy segments. Unbilled PBM receivables are primarily from clients and are typically billed within 14 days based on the contractual billing schedule agreed upon with each client. At the end of any given reporting period, unbilled PBM receivables from clients may represent up to two weeks of dispensing activity and will fluctuate at the end of a fiscal month depending on the timing of these billing cycles. Client accounts receivable, net, also includes a reduction for rebates and guarantees payable to clients when such are settled on a net basis in the form of an invoice credit. In cases where rebates and guarantees are settled with the client on a net basis, and the rebates and guarantees payable are greater than the corresponding client accounts receivable balances, the net liability is reclassified to client rebates and guarantees payable. When these payables are settled in the form of a check or wire, they are recorded on a gross basis and the entire liability is reflected in client rebates and guarantees payable. The Company’s client accounts receivable also includes receivables from CMS for the Company’s Medicare Part D Prescription Drug Program (“Medicare Part D”) product offerings and premiums from members. At December 31, 2011 and December 25, 2010, the CMS receivable was approximately $86.0 million and $216.1 million, respectively.

As of December 31, 2011 and December 25, 2010, identified net Specialty Pharmacy accounts receivable, primarily due from payors and patients, amounted to $508.8 million and $524.5 million, respectively. A portion of the Specialty Pharmacy business includes reimbursement by payors, such as insurance companies, under a medical benefit, or by Medicare or Medicaid. These transactions also involve higher patient co-payments than experienced in the PBM business. As a result, this portion of the Specialty Pharmacy business, which yields a higher margin than the PBM business, experiences slower accounts receivable turnover than in the aforementioned PBM cycle and has a different credit risk profile. See Note 13, “Segment and Geographic Data,” for more information on the Specialty Pharmacy segment.

The Company’s allowance for doubtful accounts as of December 31, 2011 and December 25, 2010 of $124.6 million and $149.7 million, respectively, include $94.3 million and $97.9 million, respectively, related to the Specialty Pharmacy segment. The relatively higher allowance for the Specialty Pharmacy segment reflects a different credit risk profile than the PBM business, and is characterized by reimbursement through medical coverage, including government agencies, and higher patient co-

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payments. The Company’s allowance for doubtful accounts also reflects amounts associated with member premiums for the Company’s Medicare Part D product offerings and amounts for certain supplies reimbursed by government agencies and insurance companies. The Company regularly reviews and analyzes the adequacy of the allowances based on a variety of factors, including the age of the outstanding receivable and the collection history. When circumstances related to specific collection patterns change, estimates of the recoverability of receivables are adjusted. The increase in the reserve balance reflects increased coverage of aged balances.

Concentrations of Risks. In 2011, 2010 and 2009, UnitedHealth Group Incorporated (“UnitedHealth Group”), the Company’s largest client, represented 17%, 17% and 19% of net revenues, respectively. On July 21, 2011, the Company announced that its pharmacy benefit services agreement with UnitedHealth Group would not be renewed, although the Company will continue to provide services under the current agreement until it expires on December 31, 2012. The UnitedHealth Group account has a lower than average mail-order penetration and, because of its size, steeper pricing than the average client, and consequently generally yields lower profitability as a percentage of net revenues than smaller client accounts. In addition, with respect to mail-order volume, which is an important contributor to the Company’s overall profitability, the mail-order volume associated with this account represented less than 10% of the Company’s overall mail-order volume for 2011, 2010 and 2009. The goodwill and intangible asset carrying amounts, and the expected useful lives of the intangible assets were not impacted by the pending expiration of the UnitedHealth Group contract. None of the Company’s other clients individually represented more than 10% of the net revenues or net client accounts receivable in 2011, 2010 or 2009.

For fiscal years 2011, 2010 and 2009, our ten largest clients based on revenue, including UnitedHealth Group, accounted for approximately 46%, 47% and 49% of our net revenues, respectively. In addition to UnitedHealth Group, other top 10 clients representing approximately 13% of our net revenues did not renew for 2012 as a result of acquisitions by competitors or transitioning in the normal course of business.

The Company has credit risk associated with certain accounts receivable, which consists of amounts owed by various governmental agencies, insurance companies and private patients. The Company has clients in various industries, including governmental agencies. Certain of the governmental agencies, particularly at the state level, are experiencing increased fiscal challenges. The Company actively monitors the status of its accounts receivable and has mechanisms in place to minimize the potential for incurring material accounts receivable credit risk. Concentration of credit risk relating to these accounts receivable, excluding the largest client noted above, is limited by the diversity and number of patients and payors.

As of December 31, 2011 and December 25, 2010, two brand-name pharmaceutical manufacturers represented approximately 42% of manufacturer accounts receivable, net, at the end of each fiscal year. Both manufacturers have strong investment grade ratings and have consistently paid their receivable balance within the contracted payment terms. To date, the Company has not experienced any significant deterioration in its client or manufacturer rebates accounts receivables.

The Company purchases its pharmaceuticals either from its primary wholesaler, AmerisourceBergen Corporation which accounted for approximately 63% and 64% of the Company’s overall 2011 and 2010 drug purchases, respectively, or directly from pharmaceutical manufacturers. Most of the purchases from the Company’s primary wholesaler were for brand-name medicines. The Company believes that alternative sources of supply for most generic and brand-name pharmaceuticals are readily available, except to the extent that brand-name drugs are available to the market exclusively through the manufacturer.

The Company derives a substantial percentage of its Specialty Pharmacy segment revenue and profitability from its relationships with a limited number of suppliers. Specialty and generic pharmaceuticals are often purchased directly from manufacturers.

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Inventories, Net. Inventories, net, are located in the Company’s mail-order pharmacies and in warehouses, consist solely of finished product (primarily prescription drugs), and are valued at the lower of first-in, first-out (FIFO) cost or market.

Property and Equipment, Net. Property and equipment, net, is stated at cost, less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method for assets with useful lives as follows: buildings, 45 years; machinery, equipment and office furnishings, three to 15 years; and computer software, three to five years. Leasehold improvements are amortized over the shorter of the remaining life of the lease or the useful lives of the assets. The costs of computer software developed or obtained for internal use are capitalized and amortized on a straight-line basis over three to five years. Costs for general and administrative expenses, overhead, maintenance and training, as well as the cost of software coding that does not add functionality to existing systems, are expensed as incurred.

Net Revenues. Product net revenues consist principally of sales of prescription drugs and supplies to clients and members, either through the Company’s networks of contractually affiliated retail pharmacies or through the Company’s mail-order pharmacies. The majority of the Company’s product net revenues are derived on a fee-for-service basis. Specialty pharmacy product net revenues represent revenues from the sale of primarily biopharmaceutical drugs and are reported at the net amount billed to third-party payors and patients. The Company recognizes product revenues when the prescriptions are dispensed through retail pharmacies in the Company’s networks of contractually affiliated retail pharmacies or the Company’s mail-order pharmacies and received by members and patients. The Company evaluates client contracts using the indicators of Authoritative Guidance to determine whether the Company acts as a principal or as an agent in the fulfillment of prescriptions through the retail pharmacy network. The Company acts as a principal in most of its transactions with clients and revenues are recognized at the prescription price (ingredient cost plus dispensing fee) negotiated with clients, including the portion of the price allocated by the client to be settled directly by the member (co-payment), as well as the Company’s administrative fees (“Gross Reporting”). Gross reporting is appropriate because the Company (a) has separate contractual relationships with clients and with pharmacies, (b) is responsible to validate and economically manage a claim through its claims adjudication process, (c) commits to set prescription prices for the pharmacy, including instructing the pharmacy as to how that price is to be settled (co-payment requirements), (d) manages the overall prescription drug relationship with the patients, who are members of clients’ plans, and (e) has credit risk for the price due from the client. In limited instances where the Company adjudicates prescriptions at pharmacies that are under contract directly with the client and there are no financial risks to the Company, such revenue is recorded at the amount of the administrative fee earned by the Company for processing the claim.

The Company’s product net revenues also include premiums associated with the Company’s Medicare prescription drug program (“PDP”) risk-based product offerings. These products involve prescription dispensing for beneficiaries enrolled in the CMS-sponsored Medicare Part D prescription drug benefit. The Company’s two insurance company subsidiaries have been operating under contracts with CMS since 2006, and currently offer several Medicare PDP options. The products involve underwriting the benefit, charging enrollees applicable premiums, providing covered prescription drugs and administering the benefit as filed with CMS. The Company provides two Medicare drug benefit plan options for beneficiaries, including a “standard Part D” benefit plan as mandated by statute, and a benefit plan with enhanced coverage that exceeds the standard Part D benefit plan, available for an additional premium. The Company also offers numerous customized benefit plan designs to employer group retiree plans under the Medicare Part D prescription drug benefit.

The PDP premiums are determined based on the Company’s annual bid and related contractual arrangements with CMS. The PDP premiums are primarily comprised of amounts received from CMS as part of a direct subsidy and an additional subsidy from CMS for low-income member premiums, as well as premium payments received from members. These premiums are recognized ratably to product net revenues over the period in which members are entitled to receive benefits. Premiums received in advance of the applicable benefit period are deferred and recorded in accrued expenses and other current liabilities on the consolidated balance sheets. There is a possibility that the annual costs of drugs may be higher or

9

lower than premium revenues. As a result, CMS provides a risk corridor adjustment for the standard drug benefit that compares the Company’s actual annual drug costs incurred to the targeted premiums in the Company’s CMS-approved bid. Based on specific collars in the risk corridor, the Company will receive from CMS additional premium amounts or be required to refund to CMS previously received premium amounts. The Company calculates the risk corridor adjustment on a quarterly basis based on drug cost experience to date and records an adjustment to product net revenues with a corresponding account receivable from or payable to CMS reflected on the consolidated balance sheets.

In addition to PDP premiums, there are certain co-payments and deductibles (the “cost share”) due from members based on prescription orders by those members, some of which are subsidized by CMS in cases of low-income membership. In 2011, non-low-income members receive a cost share benefit under the coverage gap discount program with brand pharmaceutical manufacturers. The coverage gap cost share program covers 50% of the member co-payment in the coverage gap for participating brand-name drugs. For subsidies received in advance, the amount is deferred and recorded in accrued expenses and other current liabilities on the consolidated balance sheets. If there is cost share due from members, pharmaceutical manufacturers or CMS, the amount is accrued and recorded in client accounts receivable, net, on the consolidated balance sheets. After the end of the contract year and based on actual annual drug costs incurred, cost share amounts are reconciled with CMS and the corresponding receivable or payable is settled. The cost share is treated consistently as other co-payments derived from providing PBM services, as a component of product net revenues on the consolidated statements of income. Premium revenues for our PDP products, which exclude member cost share, were $720 million, or 1% of total net revenues, in 2011, $687 million, or 1% of total net revenues, in 2010, and $543 million, or less than 1% of total net revenues, in 2009.

The Company’s agreements with CMS, as well as applicable Medicare Part D regulations and federal and state laws, require the Company to, among other obligations: (i) comply with certain disclosure, filing, record-keeping and marketing rules; (ii) operate quality assurance, drug utilization management and medication therapy management programs; (iii) support e-prescribing initiatives; (iv) implement grievance, appeals and formulary exception processes; (v) comply with payment protocols, which include the return of overpayments to CMS and, in certain circumstances, coordination with state pharmacy assistance programs; (vi) use approved networks and formularies, and provide access to such networks to any willing pharmacy; (vii) provide emergency out-of-network coverage; and (viii) adopt a comprehensive Medicare and Fraud, Waste and Abuse compliance program. The Company has various contractual and regulatory compliance requirements associated with participating in the Medicare Part D benefit. Similar to the Company’s requirements with other clients, the Company’s policies and practices associated with executing its PDP are subject to audit. If material contractual or regulatory non-compliance was to be identified, monetary penalties and/or applicable sanctions, including suspension of enrollment and marketing or debarment from participation in Medicare programs, may be imposed. Additionally, each calendar year, payment will vary based on the annual benchmark that applies as a result of Medicare Part D plan bids for the applicable year, as well as for changes in the CMS methodology for calculating risk adjustment factors.

Rebates and guarantees regarding the level of service the Company will provide to the client or member or the minimum level of rebates or discounts the client will receive are deducted from product net revenues as they are earned by the client. Rebates are generally credited or paid to clients subsequent to collections from pharmaceutical manufacturers, although there are certain instances where rebates are paid on a more accelerated basis. Other contractual payments made to clients are generally made upon initiation of contracts as implementation allowances, which may, for example, be designated by clients as funding for their costs to transition their plans to the Company. The Company considers payments to be an integral part of the Company’s pricing of a contract and believes that they represent variability in the timing of cash flows that does not change the underlying economics of the contract. Accordingly, these payments are capitalized and amortized as a reduction of product net revenues, generally on a straight-line basis, over the life of the contract where the payments are refundable upon cancellation of the contract or relate to noncancelable contracts. Amounts capitalized are assessed periodically for recoverability based on the profitability of the contract.

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Service revenues consist principally of administrative fees and clinical program fees earned from clients, sales of prescription services to pharmaceutical manufacturers, performance-oriented fees paid by Specialty Pharmacy manufacturers, revenues from data analytics and research associated with UBC, and other non-product-related revenues. Service revenues are recorded by the Company when performance occurs and collectibility is assured.

Cost of Revenues. Cost of product net revenues includes the cost of inventory dispensed from the mail-order pharmacies, along with direct dispensing costs and associated depreciation. Cost of product net revenues also includes ingredient costs of drugs dispensed by and professional fees paid to retail network pharmacies. In addition, cost of product net revenues includes the operating costs of the Company’s call center pharmacies, which primarily respond to member and retail pharmacist inquiries regarding member prescriptions, as well as physician calls. Cost of product net revenues also includes an offsetting credit for rebates earned from pharmaceutical manufacturers whose drugs are included on the Company’s preferred drug lists, which are also known as formularies. Rebates receivable from pharmaceutical manufacturers are accrued in the period earned by multiplying estimated rebatable prescription drugs dispensed through the Company’s retail networks and through the Company’s mail-order pharmacies by the contractually agreed manufacturer rebate amount.

Rebates receivable estimates are adjusted to actual, with the difference recorded to cost of revenues, upon billing to the manufacturer, generally 20 to 90 days subsequent to the end of the applicable quarter. These bills are not issued until the necessary specific eligible claims and third-party market share data are received and thoroughly analyzed. Historically, the effect of adjustments resulting from the reconciliation of rebates recognized and recorded to actual amounts billed has not been material to the Company’s results of operations.

The Company’s cost of product net revenues also includes the cost of drugs dispensed by the Company’s mail-order pharmacies or retail network for members covered under the Company’s Medicare PDP product offerings and are recorded at cost as incurred. The Company receives a catastrophic reinsurance subsidy from CMS for approximately 80% of costs incurred by individual members in excess of the individual annual out-of-pocket maximum of $4,550 for coverage year 2011, $4,550 for coverage year 2010 and $4,350 for coverage year 2009. The subsidy is reflected as an offsetting credit in cost of product net revenues to the extent that catastrophic costs are incurred. Catastrophic reinsurance subsidy amounts received in advance are deferred and recorded in accrued expenses and other current liabilities on the consolidated balance sheets. If there are catastrophic reinsurance subsidies due from CMS, the amount is accrued and recorded in client accounts receivable, net, on the consolidated balance sheets. After the end of the contract year and based on actual annual drug costs incurred, catastrophic reinsurance amounts are reconciled with CMS and the corresponding receivable or payable is settled. Cost of service revenues consist principally of labor and operating costs for delivery of services provided, as well as costs associated with member communication materials.

Goodwill. Goodwill of $6,953.8 million at December 31, 2011 and $6,939.5 million at December 25, 2010 primarily represents, for the PBM segment, the excess of acquisition costs over the fair value of the Company’s net assets that had been pushed down to the consolidated balance sheets of the Company and existed when the Company became an independent, publicly traded enterprise in 2003, and, to a significantly lesser extent, the Company’s acquisitions subsequent to 2003. For the Specialty Pharmacy segment, goodwill primarily reflects a portion of the excess of the purchase price the Company paid to acquire Accredo Health, Incorporated (“Accredo”) in 2005 over the fair value of tangible net assets acquired. The Company’s goodwill balance is assessed for impairment annually using a two-step fair-value based test or whenever events or other changes in circumstances indicate the carrying amount may not be recoverable, by comparing the fair value of each segment’s reporting units to the carrying value of the assets and liabilities assigned to each reporting unit. If the carrying value of the reporting unit were to exceed the Company’s estimate of the fair value of the reporting unit, the Company would then be required to estimate the fair value of the individual assets and liabilities within the reporting unit for purposes of calculating the fair value of goodwill. The Company would be required to record an

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impairment charge to the extent recorded goodwill exceeds the fair value amount of goodwill resulting from this allocation. The goodwill and intangible asset carrying amounts, and the expected useful lives of the intangible assets were not impacted by the pending expiration of the UnitedHealth Group contract. In September 2011, the FASB issued guidance that simplified how an entity tests goodwill for impairment. The revised guidance provides an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment. The guidance is effective for goodwill impairment tests performed in interim and annual periods for fiscal years beginning after December 15, 2011, with early adoption permitted. The Company performed the quantitative impairment test for all reporting units in the third quarter of 2011 and early adopted the FASB’s guidance in 2011. See Note 7, “Goodwill and Intangible Assets,” for more information.

Intangible Assets, Net. Intangible assets, net, of $2,148.0 million at December 31, 2011 and $2,409.8 million at December 25, 2010 primarily represent, for the PBM segment, the value of Medco’s client relationships that had been pushed down to the consolidated balance sheets of the Company and existed when the Company became an independent, publicly traded enterprise in 2003, and to a lesser extent, intangible assets recorded upon the Company’s acquisitions subsequent to 2003. Additionally, for the Specialty Pharmacy segment, intangible assets primarily include the portion of the excess of the purchase price paid by the Company to acquire Accredo in 2005 over tangible net assets acquired. The Company’s intangible assets are initially recorded at fair value at the acquisition date and subsequently carried at amortized cost. The Company reviews intangible assets for impairment whenever events, such as losses of significant clients or specialty product manufacturer contracts, or when other changes in circumstances indicate the carrying amount may not be recoverable. When these events occur, the carrying amount of the assets is compared to the pre-tax undiscounted expected future cash flows derived from the lowest appropriate asset grouping. If this comparison indicates impairment exists, the amount of the impairment would be calculated using discounted expected future cash flows. See Note 7, “Goodwill and Intangible Assets,” for more information.

Income Taxes. Deferred tax assets and liabilities are recorded based on temporary differences between the financial statement basis and the tax basis of assets and liabilities using presently enacted tax rates. The Company evaluates tax positions to determine whether the benefits of tax positions are more likely than not of being sustained upon audit based on the technical merits of the tax position. For tax positions that are more likely than not of being sustained upon audit, the Company recognizes the benefit that is greater than 50% likely of being realized upon ultimate settlement in the financial statements. For tax positions that are not more likely than not of being sustained upon audit, the Company does not recognize any portion of the benefit in the financial statements. If applicable, the Company recognizes interest associated with uncertain tax positions as a component of the provision for income taxes in the consolidated statement of income. See Note 10, “Taxes on Income,” for more information.

Use of Estimates. The consolidated financial statements include certain amounts that are based on management’s best estimates and judgments. Estimates are used in determining such items as accruals for rebates receivable and payable, client guarantees, depreciable/useful lives, allowance for doubtful accounts, testing for impairment of goodwill and intangible assets, stock-based compensation, income taxes, pension and other postretirement benefit plan assumptions, amounts recorded for contingencies, and other reserves, as well as CMS-related activity, including the risk corridor adjustment and cost share and catastrophic reinsurance subsidies. Because of the uncertainty inherent in such estimates, actual results may differ from these estimates.

Operating Segments. The Company has two reportable segments, PBM and Specialty Pharmacy. See Note 13, “Segment and Geographic Data,” for more information. The PBM and Specialty Pharmacy segments primarily operate in the United States and have relatively small activities in Puerto Rico, Germany and the United Kingdom. Additionally, UBC has the capability to conduct post-approval research in strategic locations worldwide, including North America, Europe and Asia.

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Earnings per Share (“EPS”). Basic EPS is computed by dividing net income by the weighted average number of shares of common stock issued and outstanding during the reporting period. The Company treats stock options and restricted stock units granted by the Company as potential common shares outstanding in computing diluted earnings per share. Under the treasury stock method on a grant by grant basis, the amount the employee or director must pay for exercising the award, the amount of compensation cost for future service that the Company has not yet recognized, and the amount of tax benefit that would be recorded in additional paid-in capital when the award becomes deductible, are assumed to be used to repurchase shares at the average market price during the period.

The Company granted options of 6.5 million shares in fiscal 2011, 6.0 million shares in fiscal 2010 and 6.6 million shares in fiscal 2009. For the years ended December 31, 2011, December 25, 2010 and December 26, 2009, there were outstanding options to purchase 12.0 million, 6.1 million and 5.1 million shares of Medco stock, respectively, which were not dilutive to the EPS calculations when applying the treasury stock method. For all periods presented, the outstanding options which were not dilutive to the EPS calculations when applying the treasury stock method primarily reflect the share price being below the option exercise price. These outstanding options may be dilutive to future EPS calculations.

The following is a reconciliation of the number of weighted average shares used in the basic and diluted EPS calculations (amounts in millions):

Fiscal Years	2011		2010		2009
Basic weighted average shares outstanding		394.7		443.0		481.1
Dilutive common stock equivalents:
Outstanding stock options and restricted stock units		7.6		8.8		8.9
Diluted weighted average shares outstanding		402.3		451.8		490.0

The decreases in the basic weighted average shares outstanding and diluted weighted average shares outstanding for each year result from the repurchase of approximately 285.5 million shares of stock in connection with the Company’s share repurchase programs since inception in 2005 through the end of 2011, compared to equivalent amounts of 256.2 million and 186.3 million shares repurchased inception-to-date through the ends of 2010 and 2009, respectively. The Company repurchased approximately 29.3 million shares, 69.9 million shares and 27.3 million shares in fiscal years 2011, 2010 and 2009, respectively. In accordance with the FASB’s earnings per share standard, weighted average treasury shares are not considered part of the basic or diluted shares outstanding.

Other Comprehensive Income and Accumulated Other Comprehensive Income. Other comprehensive income includes unrealized investment gains and losses, foreign currency translation adjustments, unrealized gains and losses on effective cash flow hedges, prior service costs or credits and actuarial gains or losses associated with pension or other postretirement benefits that arise during the period, as well as the amortization of prior service costs or credits and actuarial gains or losses, which are reclassified as a component of net benefit expense, and the tax effect allocated to each component of other comprehensive income.

The accumulated other comprehensive income (“AOCI”) component of stockholders’ equity includes: unrealized investment gains and losses, net of tax; foreign currency translation adjustments; unrealized gains and losses on effective cash flow hedges, net of tax; and the net gains and losses and prior service costs and credits related to the Company’s pension and other postretirement benefit plans, net of tax. The year-end balances in AOCI related to the Company’s pension and other postretirement benefit plans consist of amounts that have not yet been recognized as components of net periodic benefit cost in the consolidated statements of income.

The amounts recognized in AOCI at December 26, 2009, December 25, 2010 and December 31, 2011 and the components and allocated tax effects included in other comprehensive income in fiscal 2010 and 2011 are as follows ($ in millions):

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	Unrealized Gains (Losses) on Investments			Foreign Currency Translation Gains (Losses)(1)			Net Unrealized Gains (Losses) on Effective Cash Flow Hedges			Net Activity Due to Curtailments			Net Prior Service Benefit (Cost)			Net Actuarial Gains (Losses)			Total AOCI
Balances at December 26, 2009, net of tax	$	(0.3	)	$	(12.6	)	$	(18.1	)	$	—		$	20.1		$	(33.3	)	$	(44.2	)
Fiscal 2010 activity:
Before tax amount		(0.1	)		(11.0	)		3.6			—			(4.0	)		3.0			(8.5	)
Tax benefit		0.1			—			(1.4	)		—			1.6			(1.1	)		(0.8	)
Net-of-tax change		—			(11.0	)		2.2	(2)		—			(2.4	)		1.9			(9.3	)
Balances at December 25, 2010, net of tax	$	(0.3	)	$	(23.6	)	$	(15.9	)	$	—		$	17.7		$	(31.4	)	$	(53.5	)
Fiscal 2011 activity:
Before tax amount		0.4			1.5			3.6			28.9			(1.5	)		(40.9	)		(8.0	)
Tax benefit		(0.1	)		—			(1.4	)		(11.6	)		0.6			16.4			3.9
Net-of-tax change		0.3			1.5			2.2	(2)		17.3			(0.9	)		(24.5	)		(4.1	)
Balances at December 31, 2011, net of tax	$	—		$	(22.1	)	$	(13.7	)	$	17.3		$	16.8		$	(55.9	)	$	(57.6	)

⁽¹⁾ This primarily represents the unrealized net foreign currency translation gains (losses) resulting from the Europa Apotheek subsidiary.

⁽²⁾ Consists of the amortization of the unrealized loss on the effective portion of the cash flow hedges.

See Note 9, “Pension and Other Postretirement Benefits,” for additional information on the reclassification adjustments included within the components of other comprehensive income related to the Company’s defined benefit plans.

Contingencies. In the ordinary course of business, the Company is involved in litigation, claims, government inquiries, investigations, charges and proceedings, including, but not limited to, those relating to regulatory, commercial, employment, employee benefits and securities matters. In accordance with the FASB’s standard on accounting for contingencies, the Company records accruals for contingencies when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. The Company’s recorded reserves are based on estimates developed with consideration given to the potential merits of claims, the range of possible settlements, advice from outside counsel, and management’s strategy with regard to the settlement of or defense against such claims. See Note 14, “Commitments and Contingencies,” for additional information.

Stock-Based Compensation. The Company accounts for stock-based compensation in accordance with a standard issued by the FASB and guidance issued by the United States Securities and Exchange Commission (“SEC”), which require the measurement and recognition of compensation expense for all stock-based compensation awards made to employees and directors.

The standard requires companies to estimate the fair value of stock-based awards on the date of grant using an option-pricing model. The portion of the value that is ultimately expected to vest is recognized as expense on a straight-line basis over the requisite service period. As stock-based compensation expense recognized in our audited consolidated statements of income is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. The standard requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

In addition, the standard requires that the benefits of realized tax deductions in excess of tax benefits on compensation expense, which amounted to $42.9 million, $52.0 million and $64.3 million for fiscal years 2011, 2010 and 2009, respectively, be reported as a component of cash flows from financing activities. The Company classifies stock-based compensation within cost of product net revenues and selling, general and administrative expenses to correspond with the financial statement components in which cash compensation paid to employees and directors is recorded.

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Foreign Currency Translation. The Company’s consolidated financial statements are presented in U.S. dollars. In 2010, the Company acquired UBC, which has operations in Europe and Asia. The Company also has a subsidiary, Europa Apotheek Venlo B.V. (“Europa Apotheek”), which is based in the Netherlands, with the Euro as its local currency. Assets and liabilities of Europa Apotheek, and of UBC’s foreign operations, are translated into U.S. dollars at the exchange rates in effect at balance sheet dates, and revenues and expenses are translated at the weighted average exchange rates prevailing during the month of the transaction. Adjustments resulting from translating net assets are reported as a separate component of AOCI within stockholders’ equity.

3. ACQUISITION OF BUSINESSES

United BioSource Corporation^®. On September 16, 2010, the Company acquired all of the outstanding common stock of UBC for approximately $708 million in cash. Additionally, in connection with the acquisition, the Company paid approximately $32 million consisting of pay downs of acquired debt and other items. UBC is a leader in serving life sciences industry clients and is focused on developing scientific evidence to guide the safe, effective and affordable use of medicines. UBC has the capability to conduct post-approval research in strategic locations worldwide, including North America, Europe and Asia. This acquisition extends Medco’s core capabilities in data analytics and research with a view to further accelerating pharmaceutical knowledge, advancing patient safety and furthering evidence-based medicine. The Company funded the transaction with the net proceeds of Medco’s September 2010 senior notes offering. See Note 8, “Debt,” for more information.

The transaction was accounted for under the applicable provisions of FASB’s business combinations standard at the time of the acquisition. The purchase price was allocated based upon the preliminary estimates of the fair value of net assets acquired at the date of the acquisition. A portion of the excess of the purchase price over tangible net assets acquired, amounting to $540.3 million, has been allocated to goodwill, and $236.0 million has been allocated to intangible assets, which are being amortized using the straight-line method over an estimated weighted average useful life of 12.1 years. Additionally, there is a deferred tax liability of $87.3 million associated with the fair value amounts allocated to intangible assets. The amount allocated to goodwill reflects the benefits Medco expects to realize from the growth of UBC’s operations. None of the goodwill is expected to be deductible for income tax purposes. See Note 7, “Goodwill and Intangible Assets,” for disclosure of goodwill by reportable segment. UBC’s operating results from the date of acquisition of September 16, 2010 through December 31, 2011 are included in the accompanying audited consolidated financial statements. Pro forma financial statement results including the results of UBC would not differ materially from the Company’s historically reported financial statement results.

4. FAIR VALUE DISCLOSURES

Fair Value Measurements

Fair Value Hierarchy. The inputs used to measure fair value fall into the following hierarchy:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs reflecting the reporting entity’s own assumptions.

The Company utilizes the best available information in measuring fair value. The following tables set forth, by level within the fair value hierarchy, the Company’s financial assets recorded at fair value on a recurring basis ($ in millions):

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Fair Value Measurements at Reporting Date

Description	December 31, 2011			Level 1		Level 2
Fair value of interest rate swap agreements	$	12.9	(1)		—	$	12.9

⁽¹⁾  Reported in other noncurrent assets on the consolidated balance sheet.

Fair Value Measurements at Reporting Date

Description	December 25, 2010			Level 1		Level 2
Money market mutual funds	$	225.0	(1)	$	225.0	$	—
Fair value of interest rate swap agreements		16.9	(2)		—		16.9

⁽¹⁾  Reported in cash and cash equivalents on the consolidated balance sheet.

⁽²⁾  Reported in other noncurrent assets on the consolidated balance sheet.

The Company’s money market mutual funds are invested in funds that seek to preserve principal, are highly liquid, and therefore are recorded on the consolidated balance sheets at the principal amounts deposited, which equals the asset values quoted by the money market fund custodians. The fair value of the Company’s obligation under its interest rate swap agreements, which hedge interest costs on the senior notes, is based upon observable market-based inputs that reflect the present values of the differences between estimated future fixed rate payments and future variable rate receipts, and therefore are classified within Level 2. Historically, there have not been significant fluctuations in the fair value of the Company’s financial assets.

Fair Value of Financial Instruments

The term loan and revolving credit obligations under the Company’s senior unsecured bank credit facilities have a floating interest rate and as a result, the carrying amounts of the debt, as well as the short-term and long-term investments approximated fair values as of December 31, 2011 and December 25, 2010. The Company estimates fair market value for these assets and liabilities based on their market values or estimates of the present value of their future cash flows.

The carrying amounts and the fair values of the Company’s senior notes are shown in the following table ($ in millions):

	December 31, 2011				December 25, 2010
	Carrying Amount(1)		Fair Value		Carrying Amount(1)		Fair Value
7.25% senior notes due 2013	$	499.1	$	540.2	$	498.7	$	567.2
6.125% senior notes due 2013		299.5		316.0		299.2		327.1
2.75% senior notes due 2015		499.9		499.1		499.8		496.1
7.125% senior notes due 2018		1,191.2		1,416.7		1,190.1		1,412.2
4.125% senior notes due 2020		499.0		503.8		498.9		481.3

⁽¹⁾  Reported in long-term debt, net, on the consolidated balance sheets, net of unamortized discount.

The fair values of the senior notes are based on observable relevant market information such as quoted prices. Fluctuations between the carrying amounts and the fair values of the senior notes for the periods presented are associated with changes in market interest rates.

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5. PROPERTY AND EQUIPMENT

Property and equipment, at cost, consist of the following ($ in millions):

	December 31, 2011			December 25, 2010
Land and buildings	$	326.3		$	322.2
Machinery, equipment and office furnishings		856.2			796.4
Computer software		1,387.2			1,246.0
Leasehold improvements		121.6			119.3
Construction in progress(1)		140.1			67.2
		2,831.4			2,551.1
Less accumulated depreciation		(1,723.0	)		(1,557.5	)
Property and equipment, net	$	1,108.4		$	993.6

⁽¹⁾  Primarily represents capitalized software development.

Depreciation expense for property and equipment totaled $213.1 million, $189.5 million and $179.0 million in fiscal years 2011, 2010 and 2009, respectively.

6. LEASES

The Company leases mail-order pharmacy and call center pharmacy facilities, offices and warehouse space under various operating leases. In addition, the Company leases pill dispensing and counting devices and other operating equipment for use in its mail-order pharmacies, as well as computer equipment for use in its data centers and corporate headquarters. Rental expense was $109.0 million, $90.2 million and $75.3 million for fiscal years 2011, 2010 and 2009, respectively. As of December 31, 2011, the minimum aggregate rental commitments under noncancelable leases, excluding renewal options, are as follows ($ in millions):

Fiscal Years Ending December
2012	$	60.3
2013		47.2
2014		36.1
2015		17.4
2016		10.0
Thereafter		21.8
Total	$	192.8

In the normal course of business, operating leases are generally renewed or replaced by new leases.

7. GOODWILL AND INTANGIBLE ASSETS

The changes in the Company’s carrying amount of goodwill for the years ended December 25, 2010 and December 31, 2011 are as follows ($ in millions):

	PBM			Specialty Pharmacy			Total
Balances as of December 26, 2009	$	4,417.1		$	1,915.9		$	6,333.0
Goodwill acquired		614.8	(1)		1.3			616.1
Translation adjustments and other		(9.2	)		(0.4	)		(9.6	)
Balances as of December 25, 2010	$	5,022.7		$	1,916.8		$	6,939.5
Goodwill acquired		16.0			0.0			16.0
Translation adjustments and other		10.1			(11.8	)		(1.7	)
Balances as of December 31, 2011	$	5,048.8		$	1,905.0		$	6,953.8

⁽¹⁾  Primarily represents the portion of the excess of the purchase price paid by the Company to acquire UBC. See Note 3, “Acquisition of Businesses,” for more information.

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The following is a summary of the Company’s intangible assets ($ in millions):

	December 31, 2011						December 25, 2010
	Gross Carrying Value		Accumulated Amortization		Net		Gross Carrying Value		Accumulated Amortization		Net
Client relationships	$	3,454.5	$	2,362.3	$	1,092.2	$	3,447.6	$	2,169.7	$	1,277.9
Trade names		656.1		92.0		564.1		656.4		68.0		588.4
Manufacturer relationships		529.9		141.7		388.2		528.2		101.1		427.1
Patient relationships		286.5		201.8		84.7		283.1		171.3		111.8
Other intangible assets		57.1		38.3		18.8		39.1		34.5		4.6
Total	$	4,984.1	$	2,836.1	$	2,148.0	$	4,954.4	$	2,544.6	$	2,409.8

For intangible assets existing as of December 31, 2011, aggregate intangible asset amortization expense in each of the five succeeding fiscal years is estimated as follows ($ in millions):

Fiscal Years Ending December
2012	$	283.4
2013		278.6
2014		275.8
2015		257.9
2016		85.9
Total	$	1,181.6

The annual intangible asset amortization expense for intangible assets existing as of December 31, 2011 is estimated to be $283.4 million in 2012, a net $8.5 million decrease from $291.9 million in 2011.

As of December 31, 2011, the weighted average useful life of intangible assets subject to amortization is 22 years in total. The weighted average useful life is approximately 22 years for the PBM intangible assets and approximately 21 years for the Specialty Pharmacy segment-acquired intangible assets. The Company expenses the costs to renew or extend contracts associated with intangible assets in the period the costs are incurred. For PBM client relationships, the weighted average contract period prior to the next renewal date as of December 31, 2011 is approximately 1.9 years. The Company has experienced client retention rates of approximately 99% over the past two years.

The most recent assessment for impairment of goodwill for each of the designated reporting units was performed as of September 24, 2011. The goodwill was determined not to be impaired and there have been no significant subsequent changes in events or circumstances. The Company utilized the income approach methodology, which projects future cash flows discounted to present value based on certain assumptions about future operating performance. Discount rates were based on the estimated weighted average cost of capital at the reporting unit level and ranged from 8% to 13%. In order to validate the reasonableness of the estimated fair values, the Company performed a reconciliation of the aggregate fair values of all reporting units to market capitalization as of the valuation date using a reasonable control premium. If the Company determines that the fair value is less than the book value based on updates to the assumptions, the Company could be required to record a non-cash impairment charge to the consolidated statement of income, which could have a material adverse effect on the Company’s earnings. The Company periodically reviews the composition of its reporting units. Reporting units are revised due to changes in reporting structures and the manner in which the Company operates its business activities. The goodwill and intangible asset carrying amounts, and the expected useful lives of the intangible assets were not impacted by the pending expiration of the UnitedHealth Group contract.

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8. DEBT

The Company’s debt consists of the following ($ in millions):

	December 31, 2011		December 25, 2010
Short-term debt:
Accounts receivable financing facility	$	—	$	—
Other		42.7		23.6
Total short-term debt		42.7		23.6
Current portion of long-term debt		2,000.0		—
Long-term debt:
Senior unsecured revolving credit facility		—		1,000.0
Senior unsecured term loan		—		1,000.0
7.25% senior notes due 2013, net of unamortized discount		499.1		498.7
6.125% senior notes due 2013, net of unamortized discount		299.5		299.2
2.75% senior notes due 2015, net of unamortized discount		499.9		499.8
7.125% senior notes due 2018, net of unamortized discount		1,191.2		1,190.1
4.125% senior notes due 2020, net of unamortized discount		499.0		498.9
Fair value of interest rate swap agreements		12.9		16.9
Total long-term debt		3,001.6		5,003.6
Total debt	$	5,044.3	$	5,027.2

The following provides additional information regarding the Company’s debt:

2.75% and 4.125% Senior Notes. On September 10, 2010, the Company completed an underwritten public offering of $500 million aggregate principal amount of 5-year senior notes at a price to the public of 99.967 percent of par value, and $500 million aggregate principal amount of 10-year senior notes at a price to the public of 99.780 percent. The 5-year senior notes bear interest at a rate of 2.75% per annum, with an effective interest rate of 2.757%, and mature on September 15, 2015. The 10-year senior notes bear interest at a rate of 4.125% per annum, with an effective interest rate of 4.152%, and mature on September 15, 2020. Medco may redeem all or part of these notes at any time or from time to time at its option at a redemption price equal to the greater of (i) 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest to the redemption date or (ii) a “make-whole” amount based on the yield of a comparable U.S. Treasury security plus 20 basis points for the notes due 2015, and 25 basis points for the notes due 2020. The Company pays interest on the notes semi-annually on March 15 and September 15 of each year. The Company used the net proceeds from the offering for general corporate purposes, which included funding the UBC acquisition described in Note 3, “Acquisition of Businesses.”

6.125% and 7.125% Senior Notes. On March 18, 2008, the Company completed an underwritten public offering of $300 million aggregate principal amount of 5-year senior notes at a price to the public of 99.425 percent of par value, and $1.2 billion aggregate principal amount of 10-year senior notes at a price to the public of 98.956 percent. The 5-year senior notes bear interest at a rate of 6.125% per annum, with an effective interest rate of 6.261%, and mature on March 15, 2013. The 10-year senior notes bear interest at a rate of 7.125% per annum, with an effective interest rate of 7.274%, and mature on March 15, 2018. Medco may redeem all or part of these notes at any time or from time to time at its option at a redemption price equal to the greater of (i) 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest to the redemption date or (ii) a “make-whole” amount based on the yield of a comparable U.S. Treasury security plus 50 basis points. The Company pays interest on both series of senior notes semi-annually on March 15 and September 15 of each year.

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In December 2007, the Company entered into forward-starting interest rate swap agreements to manage its exposure to changes in benchmark interest rates and to mitigate the impact of fluctuations in the interest rates prior to the issuance of the long-term fixed rate financing described above. The cash flow hedges entered into were for a notional amount of $500 million on the then-current 10-year treasury interest rate, and for a notional amount of $250 million on the then-current 30-year treasury interest rate. In March 2008, following the issuance of $300 million aggregate principal amount of 5-year senior notes and $1.2 billion aggregate principal amount of 10-year senior notes, the cash flow hedges were settled for $45.4 million and included a $9.8 million ineffective portion that was immediately expensed and recorded as an increase to interest (income) and other (income) expense, net, for the year ended December 27, 2008. The effective portion was recorded in accumulated other comprehensive income and is reclassified to interest expense over the ten-year period in which the Company hedged its exposure to variability in future cash flows. The effective portion reclassified to interest expense in 2011, 2010 and 2009 amounted to $3.6 million in each fiscal year. The effective portion expected to be reclassified to interest expense in 2012 amounts to $3.6 million. The unamortized effective portion reflected in accumulated other comprehensive loss as of December 31, 2011 and December 25, 2010 was $13.7 million and $15.9 million, net of tax, respectively.

Five-Year Credit Facilities. On April 30, 2007, the Company entered into a senior unsecured credit agreement, which is available for general working capital requirements. The facility consists of a $1 billion, 5-year senior unsecured term loan and a $2 billion, 5-year senior unsecured revolving credit facility. The facility matures on April 30, 2012, and therefore the Company classified all outstanding balances related to the facility, representing $1.0 billion under the revolving credit facility and the $1.0 billion senior unsecured term loan, as current portion of long-term debt on the consolidated balance sheet as of December 31, 2011. The Company refinanced the $2 billion unsecured revolving credit facility on January 23, 2012 and anticipates repaying the $1 billion senior unsecured term loan at maturity.

There were draw-downs of $11,687.2 million and repayments of $11,687.2 million under the revolving credit facility during 2011. As of December 31, 2011, the Company had $999.0 million available for borrowing under the revolving credit facility, after giving effect to prior net draw-downs of $1 billion and $1 million in issued letters of credit. As of December 25, 2010, the outstanding balance under the revolving credit facility was $1.0 billion and the Company had $993.5 million available for borrowing under the facility, after giving effect to prior net draw-downs of $1 billion and $6.5 million in issued letters of credit.

On January 23, 2012, the Company entered into a new $2 billion 364-day senior unsecured revolving credit facility, which is available to support the Company’s general corporate activities, working capital requirements and capital expenditures. See Note 15, “Subsequent Event – Debt Refinancing” for more information.

7.25% Senior Notes. In August 2003, in connection with Medco’s spin-off, the Company completed an underwritten public offering of $500 million aggregate principal amount of 10-year senior notes at a price to the public of 99.195 percent of par value. The senior notes bear interest at a rate of 7.25% per annum, with an effective interest rate of 7.365%, and mature on August 15, 2013. Medco may redeem all or part of these notes at any time or from time to time at its option at a redemption price equal to the greater of (i) 100% of the principal amount of the notes being redeemed, or (ii) the sum of the present values of 107.25% of the principal amount of the notes being redeemed, plus all scheduled payments of interest on the notes discounted to the redemption date at a semi-annual equivalent yield to a comparable U.S. Treasury security for such redemption date plus 50 basis points.

The Company entered into five interest rate swap agreements in 2004. These swap agreements, in effect, converted $200 million of the $500 million of 7.25% senior notes to variable interest rate debt. The swaps have been designated as fair value hedges and have an expiration date of August 15, 2013, consistent with the maturity date of the senior notes. The fair value of the derivatives outstanding, which is based upon observable market-based inputs that reflect the present values of the difference between estimated future fixed rate payments and future variable rate receipts, represented net receivables of $12.9

20

million and $16.9 million as of December 31, 2011 and December 25, 2010, respectively, which are reported in other noncurrent assets, with offsetting amounts reported in long-term debt, net, on the Company’s consolidated balance sheets. These are the amounts that the Company would have received from third parties if the derivative contracts had been settled. Under the terms of these swap agreements, the Company receives a fixed rate of interest of 7.25% on $200 million and pays variable interest rates based on the six-month LIBOR plus a weighted average spread of 3.05%. The payment dates under the agreements coincide with the interest payment dates on the hedged debt instruments and the difference between the amounts paid and received is included in interest expense. Interest expense was reduced by $7.5 million, $7.3 million and $5.1 million in fiscal years 2011, 2010 and 2009, respectively, as a result of the swap agreements. The weighted average LIBOR associated with the swap agreements was 0.5%, 0.5% and 1.6% for fiscal years 2011, 2010, and 2009, respectively.

Accounts Receivable Financing Facility and Other Short-Term Debt. Through a wholly-owned subsidiary, the Company has a $600 million, 364-day renewable accounts receivable financing facility that is collateralized by the Company’s pharmaceutical manufacturer rebates accounts receivable. During 2011, the Company drew down $1,443 million and repaid $1,443 million under the facility, which resulted in no amounts outstanding and $600 million available for borrowing under the facility as of December 31, 2011. During 2010, the Company drew down $550 million and repaid $550 million under the facility, which resulted in no amounts outstanding and $600 million available for borrowing under the facility as of December 25, 2010. The Company pays interest on amounts borrowed under the agreement based on the funding rates of the bank-related commercial paper programs that provide the financing, plus an applicable margin and liquidity fee determined by the Company’s credit rating. This facility is renewable annually at the option of both Medco and the banks and was renewed on July 25, 2011. Additionally, the Company had short-term debt of $42.7 million and $23.6 million outstanding as of December 31, 2011 and December 25, 2010, respectively, under a $47.9 million and $23.6 million short-term revolving credit facility, respectively. The weighted average annual interest rate on amounts outstanding under the short-term revolving credit facility was 2.24% and 1.72% at December 31, 2011 and December 25, 2010, respectively.

Covenants. All of the senior notes discussed above are subject to customary affirmative and negative covenants, including limitations on sale/leaseback transactions; limitations on liens; limitations on mergers and similar transactions; and a covenant with respect to certain change of control triggering events. The 6.125% senior notes and the 7.125% senior notes are also subject to an interest rate adjustment in the event of a downgrade in the ratings to below investment grade. In addition, the senior unsecured bank credit facilities and the accounts receivable financing facility are subject to covenants, including, among other items, maximum leverage ratios. The Company was in compliance with all covenants at December 31, 2011 and December 25, 2010.

Aggregate Maturities and Interest Expense. The aggregate maturities of long-term debt are as follows ($ in millions):

Fiscal Years Ending December
2012	$	2,000.0
2013		800.0
2014		—
2015		500.0
2016		—
2017-2020		1,700.0
Total	$	5,000.0

Interest expense on total debt was $208.5 million in 2011, $172.5 million in 2010 and $172.5 million in 2009.

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9. PENSION AND OTHER POSTRETIREMENT BENEFITS

Net Pension and Postretirement Benefit Cost. The Company has various plans covering the majority of its employees. The net (credit) cost for the Company’s pension plans consisted of the following components ($ in millions):

Fiscal Years	2011			2010			2009
Service cost	$	4.6		$	25.6		$	24.3
Interest cost		10.2			13.5			13.2
Expected return on plan assets		(15.4	)		(12.2	)		(9.9	)
Amortization of prior service cost		—			0.2			0.2
Net amortization of actuarial losses		—			2.1			5.4
Settlement (gain)/loss		3.0			—			—
Curtailment (gain)/loss		(9.7	)		—			—
Net pension (credit) cost	$	(7.3	)	$	29.2		$	33.2

In January 2011, the Company amended its defined benefit pension plans, freezing the benefit for all participants effective in the first quarter of 2011. After the plan freeze, participants do not accrue any benefits under the plans, and new hires are not eligible to participate in the defined benefit pension plans. However, account balances continue to be credited with interest until paid out. The plan freeze resulted in a gain of $9.7 million, pre-tax, recognized in the first quarter of 2011. The freeze of the defined benefit pension plans coincided with an enhanced 401(k) plan company match.

The Company maintains an unfunded postretirement healthcare benefit plan for a limited number of retirees. The net credit for these postretirement benefits consisted of the following components ($ in millions):

Fiscal Years	2011			2010			2009
Service cost	$	0.3		$	1.4		$	1.2
Interest cost		0.2			0.9			0.8
Amortization of prior service credit		(1.5	)		(4.2	)		(4.2	)
Net amortization of actuarial losses		0.6			0.5			0.5
Curtailment (gain)/loss		(30.6	)		—			—
Net postretirement benefit credit	$	(31.0	)	$	(1.4	)	$	(1.7	)

In January 2011, the Company amended its postretirement healthcare benefit plan, discontinuing the benefit for all active nonretirement-eligible employees. The Company had previously reduced and capped the benefit through a 2003 plan amendment, the effect of which resulted in a prior service credit reflected as a component of accumulated other comprehensive loss in stockholders’ equity. The prior service credit is associated with the plan in place before the Company became an independent, publicly traded company in 2003. The elimination of the postretirement healthcare benefit for all active nonretirement-eligible employees was accounted for as a curtailment of the plan and resulted in a gain of $30.6 million, pre-tax, $22.6 million of which is reported in cost of product net revenues and $8.0 million of which is reported in SG&A expenses on the audited consolidated statement of income for the year ended December 31, 2011.

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Changes in Plan Assets, Benefit Obligation and Funded Status. Summarized information about the funded status and the changes in plan assets and benefit obligation is as follows ($ in millions):

	Pension Benefits						Other Postretirement Benefits
Fiscal Years	2011			2010			2011			2010
Fair value of plan assets at beginning of year	$	189.4		$	147.6		$	—		$	—
Actual return on plan assets		(0.3	)		21.1			—			—
Company contributions		30.5			27.8			0.6			0.6
Employee contributions		—			—			0.5			0.5
Benefits paid		(16.2	)		(7.1	)		(1.1	)		(1.1	)
Fair value of plan assets at end of year	$	203.4		$	189.4		$	—		$	—
Benefit obligation at beginning of year(1)	$	253.6		$	214.5		$	18.6		$	15.6
Service cost		4.6			25.6			0.3			1.4
Interest cost		10.2			13.5			0.2			0.9
Employee contributions		—			—			0.5			0.5
Actuarial (gains) losses		28.4			7.1			0.6			1.3
Benefits paid		(16.2	)		(7.1	)		(1.1	)		(1.1	)
Curtailments		(53.1	)		—			(16.2	)		—
Benefit obligation at end of year(1)	$	227.5		$	253.6		$	2.9		$	18.6
Underfunded status at end of year	$	(24.1	)	$	(64.2	)	$	(2.9	)	$	(18.6	)

⁽¹⁾  For other postretirement benefits, represents the accumulated postretirement benefit obligation.

The pension and other postretirement benefits liabilities recognized at December 31, 2011 and December 25, 2010 are as follows ($ in millions):

	Pension Benefits						Other Postretirement Benefits
	2011			2010			2011			2010
Accrued expenses and other current liabilities	$	(0.1	)	$	(0.1	)	$	(0.5	)	$	(0.6	)
Other noncurrent liabilities		(24.0	)		(64.1	)		(2.4	)		(18.0	)
Total pension and other postretirement liabilities	$	(24.1	)	$	(64.2	)	$	(2.9	)	$	(18.6	)

The accumulated benefit obligation for defined benefit pension plans was $227.5 million and $200.7 million at December 31, 2011 and December 25, 2010, respectively, and the projected benefit obligation for defined benefit pension plans was $227.5 million and $253.6 million at December 31, 2011 and December 25, 2010, respectively. The accumulated benefit obligation and the projected benefit obligation amounts are the same as of December 31, 2011 as a result of the plan freeze.

Net actuarial gains and losses reflect experience differentials relating to differences between expected and actual returns on plan assets, differences between expected and actual demographic changes, differences between expected and actual healthcare cost increases, and the effects of changes in actuarial assumptions. Net actuarial gains and losses, in excess of certain thresholds, are amortized into the consolidated statement of income over the 11-year average remaining service life of participants for the defined benefit pension plans and the 17-year average remaining life expectancy of retirees for the postretirement healthcare benefit plan.

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The net gain or loss, net prior service cost or credit recognized in other comprehensive income and reclassification adjustments for the periods presented, pre-tax, are as follows ($ in millions):

	Pension Benefits			Other  Postretirement Benefits
Balances at December 26, 2009, pre-tax	$	47.3		$	(25.5	)
Loss (gain) arising during period		(1.7	)		1.3
Amortization of actuarial loss included in net periodic benefit cost		(2.1	)		(0.5	)
Amortization of prior service (cost) credit		(0.2	)		4.2
Balances at December 25, 2010, pre-tax	$	43.3		$	(20.5	)
(Loss) gain recognized due to curtailments		(41.1	)		30.6
Prior service cost recognized due to curtailment		(2.2	)		(16.2	)
Loss recognized due to settlement		(3.0	)		—
Unrecognized loss (gain) arising during period		44.0			0.5
Amortization of actuarial loss included in net periodic benefit cost		—			(0.6	)
Amortization of prior service (cost) credit		—			1.5
Balances at December 31, 2011, pre-tax	$	41.0		$	(4.7	)

See Note 2, “Summary of Significant Accounting Policies—Other Comprehensive Income and Accumulated Other Comprehensive Income,” for more information.

Actuarial Assumptions. Actuarial weighted average assumptions used in determining plan information are as follows:

	Pension Benefits									Other Postretirement Benefits
	2011			2010			2009			2011			2010			2009
Weighted average assumptions used to determine benefit obligations at fiscal year-end:
Discount rate		4.10	%		5.10	%		5.70	%		3.30	%		5.30	%		5.85	%
Salary growth rate(1)		—			4.50	%		4.50	%		—			—			—
Weighted average assumptions used to determine net cost for the fiscal year ended:
Discount rate		5.10	%		5.70	%		6.00	%		5.30	%		5.85	%		6.00	%
Expected long-term rate of return on plan assets		8.00	%		8.00	%		8.25	%		—			—			—
Salary growth rate		4.50	%		4.50	%		4.50	%		—			—			—

⁽¹⁾  The salary growth rate assumption is not applicable for determination of the benefit obligation at year-end 2011 as a result of the plan freeze.

The expected rate of return for the pension plan represents the average rate of return to be earned on the plan assets over the period the benefits included in the benefit obligation are to be paid. The expected return on plan assets is determined by multiplying the expected long-term rate of return by the fair value of the plan assets and contributions, offset by expected return on expected benefit payments. In developing the expected rate of return, the Company considers long-term compounded annualized returns of historical market data, as well as historical actual returns on our plan assets. Using this reference information, the Company develops forward-looking return expectations for each asset class and a weighted average expected long-term rate of return for a targeted portfolio allocated across these investment categories.

Future costs of the amended postretirement benefit healthcare plan are being capped based on 2004 costs. As a result, employer liability is not affected by healthcare cost trend.

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Pension Plan Assets. The Company believes the oversight of the investments held under its pension plans is rigorous and the investment strategies are prudent. The investment objectives of the Company’s qualified pension plan are designed to generate total asset returns both sufficient to meet its expected future benefit obligations, as well as returns greater than its policy benchmark reflecting the target weights of the asset classes used in its strategic asset allocation investment policy. The plan’s targeted strategic allocation to each asset class was determined through an asset/liability modeling study. The strategic asset allocation targets approximately 70 percent in equity securities and 30 percent in fixed income and diversification within specific asset classes of these broad categories. The Company believes that the portfolio’s equity weighting strategy is consistent with investment goals and risk management practices applicable to the long-term nature of the plan’s benefit obligation. The precise amount for which the benefit obligations will be settled depends on future events, including interest rates and the life expectancy of the plan’s members. The obligations are estimated using actuarial assumptions, based on the current economic environment.

The following tables set forth the target allocation for 2012 by asset class and the plan assets at fair value at the year-end 2011 and year-end 2010 reporting dates by level within the fair value hierarchy ($ in millions):

Asset Class	Target Allocation 2012	Percent of Plan Assets at Year-end 2011			December 31, 2011		Level 1(1) (2)		Level 2(3)
U.S. equity securities	50 – 60%		55	%
U.S. large-cap					$	63.3	$	—	$	63.3	(4)
U.S. small/mid-cap						48.7		29.0		19.7	(5)
International equity securities	12 – 18%		14	%		28.3		28.3		—
Fixed income	27 – 33%		31	%		63.1		30.3		32.8	(6)
Total			100	%	$	203.4	$	87.6	$	115.8

Asset Class	Percent of Plan Assets at Year-end 2010			December 25, 2010		Level 1(1) (2)		Level 2(3)
U.S. equity securities		58	%
U.S. large-cap				$	60.4	$	19.8	$	40.6	(4)
U.S. small/mid-cap					50.0		29.7		20.3	(5)
International equity securities		15	%		28.4		28.4		—
Fixed income		27	%		50.6		25.1		25.5	(6)
Total		100	%	$	189.4	$	103.0	$	86.4

⁽¹⁾  See Note 4, “Fair Value Disclosures,” for a description of the fair value hierarchy.

⁽²⁾  Investments classified as Level 1 are valued at the readily available quoted price from an active market where there is significant transparency in the executed quoted price. These investments consist of mutual funds valued at the net asset value of shares held by the pension plan at year-end.

⁽³⁾  Assets classified as Level 2 include units held in common collective trust funds and mutual funds, which are valued based on the net asset values reported by the funds’ investment managers, and a short-term fixed income investment fund which is valued using other significant observable inputs such as quoted prices for comparable securities.

⁽⁴⁾  Consists of a common collective trust that invests in common stock of S&P 500 companies and mutual funds that invest in US large-cap common stock.

⁽⁵⁾  Consists of a mutual fund that invests in US mid-cap common stock.

⁽⁶⁾  Primarily consists of a common collective trust that invests in passive bond market index lending funds and a short-term investment fund.

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Cash Flows.

Employer Contributions. The Company expects to contribute a cash payment for the remaining minimum pension funding requirement of $17.1 million under the Internal Revenue Code (“IRC”) during 2012.

Estimated Future Benefit Payments. As of December 31, 2011, the following benefit payments, which reflect expected future service, as appropriate, are expected to be paid ($ in millions):

Fiscal Years	Pension Benefits		Other Postretirement Benefits
2012	$	19.2	$	0.5
2013	$	17.9	$	0.4
2014	$	17.3	$	0.4
2015	$	16.5	$	0.3
2016	$	15.6	$	0.3
2017-2021	$	74.1	$	0.9

Other Plans. The Company sponsors defined contribution retirement plans for all eligible employees, as defined in the plan documents. These plans are qualified under Section 401(k) of the IRC. Contributions to the plans are based on employee contributions and a Company matching contribution. The Company’s matching contributions to the plans were $58.7 million in 2011, $44.8 million in 2010 and $37.6 million in 2009.

10. TAXES ON INCOME

Provision for Income Taxes. The components of the provision for income taxes are as follows ($ in millions):

Fiscal Years	2011			2010			2009
Current provision:
Federal	$	818.8		$	841.9		$	844.9
State		138.7			136.1			170.1
Foreign		2.4			0.4			(2.6	)
Total		959.9			978.4			1,012.4
Deferred provision (benefit):
Federal		(32.8	)		(62.2	)		(145.9	)
State		(2.9	)		(7.7	)		(42.3	)
Foreign		(4.1	)		(1.6	)		(1.2	)
Total		(39.8	)		(71.5	)		(189.4	)
Total provision for income taxes	$	920.1		$	906.9		$	823.0

A reconciliation of the Company’s effective tax rates and the U.S. statutory rate is as follows:

Fiscal Years	2011			2010			2009
U.S. statutory rate applied to pretax income		35.0	%		35.0	%		35.0	%
Differential arising from:
State taxes, net of federal benefit		3.7			3.6			3.9
Other		—			0.3			0.2
Effective tax rate		38.7	%		38.9	%		39.1	%

The Company’s 2011 effective tax rate reflects increased statute of limitations expirations and benefit from certain tax credits. The Company’s 2010 effective tax rate reflects lower state income taxes and reductions associated with statute of limitations expirations. The Company’s 2009 effective tax rate reflects a fourth-quarter 2009 income tax benefit of $22 million, primarily reflecting state-related tax items.

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The Company may achieve additional state income tax savings in future quarters. To the extent that these state tax savings are realized, they will be recorded as a reduction to the provision for income taxes at the time the audit by the respective state taxing jurisdiction is complete or when the applicable statute of limitations has expired.

Deferred Income Taxes. Deferred income taxes at year-end consisted of ($ in millions):

	December 31, 2011				December 25, 2010
	Assets		Liabilities		Assets		Liabilities
Intangible assets	$	—	$	757.2	$	—	$	856.0
Accelerated depreciation		—		324.4		—		241.2
Allowance for doubtful accounts		88.3		—		40.3		—
Accrued expenses		91.3		—		63.3		—
Accrued rebates		40.3		—		96.5		—
Stock-based compensation		163.1		—		141.2		—
Other		103.7		113.5		92.5		83.3
Total deferred taxes	$	486.7	$	1,195.1	$	433.8	$	1,180.5
Net deferred income taxes			$	708.4			$	746.7
Recognized as:
Current deferred tax asset	$	280.0			$	238.4
Noncurrent deferred tax liability			$	988.4			$	985.1

Other. Income taxes payable of $19.8 million and $53.9 million as of December 31, 2011 and December 25, 2010, respectively, are reflected in accrued expenses and other current liabilities on the audited consolidated balance sheets. Liabilities for income tax contingencies are primarily included in other noncurrent liabilities on the audited consolidated balance sheets. The Company has recorded a deferred tax asset associated with $80.2 million of merger-related expenses which are currently assumed to be tax deductible.

In the third quarter of 2006, the IRS commenced a routine examination of the Company’s U.S. income tax returns for the period subsequent to the spin-off, from August 20, 2003 through December 31, 2005, which was completed in December 2009. In the fourth quarter of 2008, the IRS commenced a routine examination of the Company’s 2006 and 2007 U.S. income tax returns, which was completed in November 2010. The IRS proposed and the Company has recorded certain adjustments to the Company’s 2006 and 2007 tax returns, which did not have a material impact on the consolidated financial statements. In the fourth quarter of 2011, the IRS commenced a routine examination of the Company’s 2008 and 2009 U.S. income tax returns. The Company is also undergoing various routine examinations by state and local tax authorities for various filing periods.

Liabilities for Income Tax Contingencies. The Company’s total gross liabilities for income tax contingencies as of December 31, 2011 amounted to $140.7 million, remain subject to audit, and may be released on audit closure or as a result of the expiration of statutes of limitations. A reconciliation of the beginning and ending gross liabilities for income tax contingencies is as follows ($ in millions):

Fiscal Years	2011			2010			2009
Liabilities, beginning of year	$	118.8		$	99.9		$	78.3
Gross increases, acquisition effects		—			0.7			—
Gross increases, prior period tax positions		6.1			19.5			35.6
Gross decreases, prior period tax positions		(3.3	)		(12.4	)		(8.4	)
Gross increases, current period tax positions		36.2			34.1			18.7
Settlements		—			(8.5	)		(14.6	)
Lapse of statutes of limitations		(17.1	)		(14.5	)		(9.7	)
Liabilities, end of year	$	140.7		$	118.8		$	99.9

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For the year ended December 31, 2011, there was a net increase of $21.9 million in the total gross liabilities for income tax contingencies primarily associated with current period tax positions. For the year ended December 25, 2010, there was a net increase of $18.9 million in the total gross liabilities for income tax contingencies primarily associated with current and prior period tax positions. As of December 31, 2011, if the Company’s liabilities for income tax contingencies were reversed into income from expense, income tax expense would be reduced by $90.0 million, net of federal income tax expense. The majority of the income tax contingencies are subject to statutes of limitations that are scheduled to expire by the end of 2016. In addition, approximately 14% of the income tax contingencies are anticipated to settle over the next twelve months.

The Company had approximately $7.5 million and $8.6 million accrued at December 31, 2011 and December 25, 2010, respectively, for interest related to liabilities for income tax contingencies. The Company’s results of operations include income, net, related to the reduction in interest liabilities for income tax contingencies of $1.1 million in 2011, $2.2 million in 2010 and $3.4 million in 2009. The Company has had no significant penalties for liabilities for income tax contingencies.

11. STOCK-BASED COMPENSATION

Overview. The Compensation Committee of the Company’s Board of Directors regularly reviews the Company’s compensation structure and practices, including the timing of its stock-based awards. The Audit Committee of the Company’s Board of Directors also reviews the Company’s option-granting practices from time to time. The Company grants options to employees and directors to purchase shares of Medco common stock at the fair market value on the date of grant. The options generally vest over three years (director options vest in one year) and expire within 10 years from the date of the grant. Vested options held by employees may expire earlier following termination of employment. The post-termination exercise period varies from three months for a voluntary termination to the full remaining term for termination of employment following a change in control. Directors always have the full term to exercise vested options. All option exercises are subject to restrictions on insider trading, and directors, officers and certain other employees with regular access to material information are subject to quarterly restrictions on trading. Under the terms of the Medco Health Solutions, Inc. 2002 Stock Incentive Plan, as of December 31, 2011, 19.9 million shares of the Company’s common stock are available for awards. The Accredo Health, Incorporated 2002 Long-Term Incentive Plan was terminated as of December 25, 2010.

The fair value of options granted is estimated on the date of grant using the Black-Scholes option-pricing model. The Medco volatility assumption is based on the Company’s stock price volatility. The Company uses historical data to estimate the expected option life. The expected option life represents the period of time that options granted are expected to be outstanding. Groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. The weighted average fair value of options granted for fiscal years 2011, 2010 and 2009 was $16.58, $16.15 and $11.40, respectively. The weighted average assumptions utilized for options granted during the periods presented are as follows:

Fiscal Years	2011			2010			2009
Medco stock options Black-Scholes assumptions (weighted average):
Expected dividend yield		—			—			—
Risk-free interest rate		2.1	%		2.3	%		2.0	%
Expected volatility		25.1	%		23.0	%		27.0	%
Expected life (years)		5.1			5.2			5.0

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Stock Option Plans. Summarized information related to stock options held by the Company’s employees and directors is as follows:

	Number of Shares (in thousands)			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value (in millions)
Outstanding at December 25, 2010		27,635.8		$	40.91
Granted		6,540.4			62.06
Exercised		(4,913.2	)		31.22
Forfeited		(581.4	)		57.86
Outstanding at December 31, 2011		28,681.6		$	47.05		6.53	$	335.6
Exercisable at December 31, 2011		16,778.3		$	38.55		5.28	$	305.8

The total intrinsic value of options exercised during fiscal years 2011, 2010 and 2009 was $146.1 million, $128.7 million and $202.6 million, respectively.

The portion of the value that is ultimately expected to vest is recognized as expense on a straight-line basis over the requisite service period. Net income, as reported, includes stock-based compensation expense related to stock options for fiscal years 2011, 2010 and 2009 of $52.1 million ($84.4 million pre-tax), $48.5 million ($78.4 million pre-tax) and $45.3 million ($74.8 million pre-tax), respectively. As of December 31, 2011, there was $121.5 million of total unrecognized compensation cost related to outstanding stock options. That cost is expected to be recognized over a weighted average period of 1.8 years. The total grant date fair value of shares vested during fiscal years 2011, 2010 and 2009 was $78.6 million, $78.2 million and $70.0 million, respectively. The Company expects the majority of outstanding non-vested options to vest. The activity related to non-vested options is as follows:

	Number of Shares (in thousands)			Weighted Average Grant-Date Fair Value(1)
Non-vested at December 25, 2010		11,410.8		$	14.48
Granted		6,540.4			16.58
Vested		(5,554.6	)		14.15
Forfeited		(493.3	)		15.56
Non-vested at December 31, 2011		11,903.3		$	15.88

⁽¹⁾  Reflects the weighted average Black-Scholes option value.

Restricted Stock Units. The Company grants restricted stock units to employees and directors. Restricted stock units generally vest after three years (director restricted stock units vest in one year). The fair value of restricted stock units granted is determined by the product of the number of shares granted and the grant-date market price of the Company’s common stock. The fair value of the restricted stock units is expensed on a straight-line basis over the requisite service period. Net income, as reported, includes stock-based compensation expense related to restricted stock units for fiscal years 2011, 2010 and 2009 of $50.5 million ($81.9 million pre-tax), $45.2 million ($73.0 million pre-tax) and $41.2 million ($68.1 million pre-tax), respectively.

Upon vesting, certain employees and directors may defer conversion of the restricted stock units to common stock. Restricted stock units granted to directors are required to be deferred until their service on the Board of Directors ends. Summarized information related to restricted stock units held by the Company’s employees and directors is as follows:

Restricted Stock Units	Number of Shares (in thousands)			Aggregate Intrinsic Value (in  millions)
Outstanding at December 25, 2010		5,071.2
Granted		1,779.9
Converted		(1,360.4	)
Forfeited		(205.8	)
Outstanding at December 31, 2011		5,284.9		$	295.4
Vested and deferred at December 31, 2011		642.3		$	35.9

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The weighted average grant-date fair value of restricted stock units granted during fiscal years 2011, 2010 and 2009 was $62.61, $61.60 and $40.71, respectively. The total intrinsic value of restricted stock units converted during fiscal years 2011, 2010 and 2009 was $77.4 million, $120.1 million and $66.9 million, respectively.

Summarized information related to non-vested restricted stock units held by the Company’s employees and directors is as follows:

Non-vested Restricted Stock Units	Number of Shares (in thousands)			Weighted Average Grant-Date Fair Value
Non-vested at December 25, 2010		4,392.6		$	50.43
Granted		1,779.9			62.61
Vested		(1,324.1	)		49.98
Forfeited		(205.8	)		55.42
Non-vested at December 31, 2011		4,642.6		$	54.98

As of December 31, 2011, there was $117.4 million of total unrecognized compensation cost related to non-vested restricted stock units. That cost is expected to be recognized over a weighted average period of 1.9 years. The total grant-date fair value of restricted stock units vested during fiscal years 2011, 2010 and 2009 was $66.2 million, $73.5 million and $50.7 million, respectively. The Company expects the majority of non-vested restricted stock units to vest.

12. SHARE REPURCHASE PROGRAMS

Since 2005, when the Company commenced its first share repurchase program, the Company executed share repurchases of 285.5 million shares at a cost of $12.8 billion and at an average per-share cost of $45.00 through the end of fiscal 2011.

In February 2011, the Company’s Board of Directors approved a new $3 billion share repurchase program, authorizing the purchase of up to $3 billion of the Company’s common stock over a two-year period commencing February 24, 2011. During fiscal year 2011, the Company repurchased 29.3 million shares at a cost of $1,786.6 million with an average per-share cost of $60.93 under its share repurchase programs.

Pursuant to the Merger Agreement with Express Scripts dated July 20, 2011, the Company is not permitted to engage in share repurchases without Express Scripts’ prior written consent until the consummation of the merger or the termination of the Merger Agreement. Currently, the Company does not anticipate making additional share repurchases.

13. SEGMENT AND GEOGRAPHIC DATA

Reportable Segments. The Company has two reportable segments, PBM and Specialty Pharmacy. The PBM segment primarily involves sales of traditional prescription drugs and supplies to the Company’s clients and members or patients, either through the Company’s networks of contractually affiliated retail pharmacies or the Company’s mail-order pharmacies. The PBM segment also includes the operating results of Europa Apotheek, which primarily provides mail-order pharmacy services in Germany. Commencing on the September 16, 2010 acquisition date, the PBM segment includes the operating results of UBC, which extends the Company’s core capabilities in data analytics and research.

The Specialty Pharmacy segment includes the sale of specialty pharmacy products and services for the treatment of primarily complex and potentially life-threatening diseases, including specialty infusion services. The Company defines the Specialty Pharmacy segment based on a product set and associated

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services, broadly characterized to include drugs that are usually high-cost, developed by biotechnology companies and often injectable or infusible, and may require elevated levels of patient support. When dispensed, these products frequently require ancillary administration equipment, special packaging, and a higher degree of patient-oriented customer service, including in-home nursing services and administration. Specialty pharmacy products and services are often covered through client PBM contracts. Specialty pharmacy products and services are also covered through medical benefit programs with the primary payors being insurance companies and government programs, and patients for amounts due for co-payments and deductibles.

Factors Used to Identify Reportable Segments. The Specialty Pharmacy segment was formed as a result of the 2005 acquisition of Accredo in response to a management desire to manage the acquired business together with Medco’s pre-existing specialty pharmacy activity as a separate business from Medco’s PBM operations. This acquisition complemented the pre-existing Medco specialty pharmacy operation, which was evolving in 2005.

Selected Segment Income and Asset Information. Total net revenues and operating income are measures used by the chief operating decision maker to assess the performance of each of the Company’s operating segments. The following tables present selected financial information about the Company’s reportable segments, including a reconciliation of operating income to income before provision for income taxes ($ in millions):

For Fiscal Years Ended:	December 31, 2011(1)						December 25, 2010							December 26, 2009
	PBM(2)(3)		Specialty Pharmacy		Total(2)(3)		PBM(2)		Specialty Pharmacy		Total(2)			PBM		Specialty Pharmacy		Total
Product net revenues	$	55,198.1	$	13,365.2	$	68,563.3	$	53,643.3	$	11,246.1	$	64,889.4		$	49,526.2	$	9,435.2	$	58,961.4
Service revenues		1,420.6		79.4		1,500.0		975.7		103.2		1,078.9			750.5		92.3		842.8
Total net revenues		56,618.7		13,444.6		70,063.3		54,619.0		11,349.3		65,968.3			50,276.7		9,527.5		59,804.2
Total cost of revenues		52,877.8		12,563.3		65,441.1		51,060.1		10,573.1		61,633.2			46,951.5		8,825.7		55,777.2
Selling, general and administrative expenses		1,466.0		278.7		1,744.7		1,255.1		295.3		1,550.4			1,158.3		297.2		1,455.5
Amortization of intangibles		249.9		42.0		291.9		244.7		42.7		287.4			258.1		47.5		305.6
Operating income	$	2,025.0	$	560.6	$	2,585.6	$	2,059.1	$	438.2	$	2,497.3		$	1,908.8	$	357.1	$	2,265.9
Reconciling items to income before provision for income taxes:
Interest expense						208.5						172.5							172.5
Interest (income) and other (income) expense, net						1.3						(9.4	)						(9.9	)
Income before provision for income taxes					$	2,375.8					$	2,334.2						$	2,103.3
Capital expenditures	$	300.3	$	24.3	$	324.6	$	219.2	$	30.9	$	250.1		$	209.1	$	29.7	$	238.8

⁽¹⁾  53-week fiscal year. All other fiscal years are comprised of 52 weeks.

⁽²⁾ Includes UBC’s operating results commencing on the September 16, 2010 acquisition date.

⁽³⁾  Includes pre-tax merger-related expenses of $80.2 million for 2011 associated with the pending Express Scripts merger, with $77.9 million in SG&A expenses and $2.3 million in total cost of revenues.

Identifiable Assets:	As of December 31, 2011						As of December 25, 2010
	PBM		Specialty Pharmacy		Total		PBM		Specialty Pharmacy		Total
Total identifiable assets	$	13,393.1	$	3,569.7	$	16.962.8	$	13,360.3	$	3,737.0	$	17,097.3

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Geographic Information. The Company’s net revenues from its foreign operations represented less than 1% of the Company’s consolidated net revenues for fiscal years 2011, 2010 and 2009. All other revenues are earned in the United States.

14. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

In the ordinary course of business, the Company is involved in litigation, claims, government inquiries, investigations, charges and proceedings, including, but not limited to, those relating to regulatory, commercial, employment, employee benefits and securities matters. The significant matters are described below.

There is uncertainty regarding the possible course and outcome of the proceedings discussed below. Although it is not feasible to predict or determine the final outcome of any proceedings with certainty, the Company believes there is no litigation pending against the Company that could have, individually or in the aggregate, a material adverse effect on the Company’s business, financial condition, liquidity and operating results. However, there can be no assurances that an adverse outcome in any of the proceedings described below will not result in material fines, penalties and damages, changes to the Company’s business practices, loss of (or litigation with) clients or a material adverse effect on the Company’s business, financial condition, liquidity and operating results. It is also possible that future results of operations for any particular quarterly or annual period could be materially adversely affected by the ultimate resolution of one or more of these matters, or changes in the Company’s assumptions or its strategies related to these proceedings. The Company continues to believe that its business practices comply in all material respects with applicable laws and regulations and is vigorously defending itself in the actions described below. The Company believes that most of the claims made in these proceedings would not likely be covered by insurance.

In accordance with the FASB’s standard on accounting for contingencies, the Company records accruals for contingencies when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. These assessments can involve a series of complex judgments about future events and may rely heavily on estimates and assumptions that have been deemed reasonable by management. Due to the uncertainty surrounding the issues involved in each of the below matters and based on the facts and circumstances of each matter known to date, the Company believes that an estimate of any loss or range of loss that may be incurred cannot be made at this time.

Government Proceedings and Requests for Information. The Company is aware of the existence of three qui tam matters—two are sealed and in the third, the government has declined to intervene and the complaint has been unsealed. The sealed first action is filed in the Eastern District of Pennsylvania and it appears to allege that the Company billed government payors using invalid or out-of-date national drug codes. The sealed second action is filed in the District of New Jersey and appears to allege that the Company charged government payors a different rate than it reimbursed pharmacies; engaged in duplicate billing; refilled prescriptions too soon; and billed government payors for prescriptions written by unlicensed physicians and physicians with invalid Drug Enforcement Agency authorizations. The Department of Justice has not yet made any decision as to whether it will intervene in either of these matters. The matters are under seal and U.S. District Court orders prohibit the Company from answering inquiries about the complaints. The Company was notified of the existence of these two qui tam matters during settlement negotiations on an unrelated matter with the Department of Justice in 2006. The Company does not know the identities of the relators in either of these matters. The Company is not able to predict with certainty the timing or outcome of these matters.

The third qui tam matter in which the government has declined to intervene, relates to PolyMedica Corporation, a subsidiary of the Company acquired in the fourth quarter of 2007. This matter is progressing as a civil litigation, United States of America ex. rel. Lucas W. Matheny and Deborah Loveland vs. Medco Health Solutions, Inc., et al., in the U.S. District Court for the Southern District of

32

Florida, although the government could decide to intervene at any point during the course of the litigation. The complaint largely includes allegations regarding the application of invoice payments. In July 2010, the U.S. District Court for the Southern District of Florida dismissed the action without prejudice. The plaintiffs re-filed the complaint and upon a motion to dismiss, the U.S. District Court for the Southern District of Florida dismissed the complaint with prejudice in October 2010. The matter is currently on appeal.

In April 2010, the Attorney General for the State of California requested information from the Company about a former consultant who was engaged by the Company in 2004 and again later in a year-to-year contract that ended in 2009. The Company has been, and will continue to voluntarily provide information related to this request, including providing various documents and making certain current and former employees available for depositions. In March 2011, the Company received a subpoena from the SEC’s Los Angeles Regional Office staff requesting the production of documents relating to an ongoing investigation of the California Public Pension Funds. The Company is cooperating with both the SEC and the California Attorney General’s office. The Company is not able to predict with certainty the timing or outcome of these matters.

In July 2011, Medco received a subpoena duces tecum from the United States Department of Justice, District of Delaware, requesting information from Medco concerning its arrangements with Astra Zeneca concerning four Astra Zeneca drugs. The Company is cooperating with the inquiry. The Company is not able to predict with certainty the timing or outcome of this matter.

ERISA and Similar Litigation. As disclosed in Note 14, “Commitments and Contingencies,” to the Company’s audited consolidated financial statements included in Part II, Item 8 of its Annual Report on Form 10-K for the fiscal year ended December 25, 2010, the Gruer series of lawsuits were settled on a class action basis in 2010, however, the plaintiffs in two of the remaining actions in the Gruer series of cases, Blumenthal v. Merck-Medco Managed Care, L.L.C., et al., and United Food and Commercial Workers Local Union No. 1529 and Employers Health and Welfare Plan Trust v. Medco Health Solutions, Inc. and Merck & Co., Inc., elected to opt out of the settlement. In June 2010, the Company filed for summary judgment against both of these plaintiffs. In June 2011, the Court issued its opinion dismissing several of the plaintiffs’ fiduciary claims while letting others survive pending further discovery. Plaintiff, United Food and Commercial Workers Local Union No. 1529 and Employers Health and Welfare Plan Trust, subsequently filed a motion with the Court asking it to reconsider its dismissal of one of the fiduciary claims. In September 2011, the Company settled both of these matters for a de minimus amount.

The Company does not believe that it is a fiduciary under ERISA (except in those instances in which it has expressly contracted to act as a fiduciary for limited purposes), and believes that its business practices comply with all applicable laws and regulations.

Antitrust and Related Litigation. In August 2003, a lawsuit captioned Brady Enterprises, Inc., et al. v. Medco Health Solutions, Inc., et al. was filed in the U.S. District Court for the Eastern District of Pennsylvania against Merck & Co., Inc. (“Merck”) and the Company. The plaintiffs, who seek to represent a national class of retail pharmacies that had contracted with the Company, allege that the Company has conspired with, acted as the common agent for, and used the combined bargaining power of plan sponsors to restrain competition in the market for the dispensing and sale of prescription drugs. The plaintiffs allege that, through the alleged conspiracy, the Company has engaged in various forms of anticompetitive conduct, including, among other things, setting artificially low reimbursement rates to such pharmacies. The plaintiffs assert claims for violation of the Sherman Act and seek treble damages and injunctive relief. The plaintiffs’ motion for class certification is currently pending before the Multidistrict Litigation Court.

In October 2003, a lawsuit captioned North Jackson Pharmacy, Inc., et al. v. Medco Health Solutions, Inc., et al. was filed in the U.S. District Court for the Northern District of Alabama against Merck and the Company. In their Second Amended Complaint, the plaintiffs allege that Merck and the Company

33

engaged in price fixing and other unlawful concerted actions with others, including other PBMs, to restrain trade in the dispensing and sale of prescription drugs to customers of retail pharmacies who participate in programs or plans that pay for all or part of the drugs dispensed, and conspired with, acted as the common agent for, and used the combined bargaining power of plan sponsors to restrain competition in the market for the dispensing and sale of prescription drugs. The plaintiffs allege that, through such concerted action, Merck and the Company engaged in various forms of anticompetitive conduct, including, among other things, setting reimbursement rates to such pharmacies at unreasonably low levels. The plaintiffs assert claims for violation of the Sherman Act and seek treble damages and injunctive relief. The plaintiffs’ motion for class certification has been granted, but this matter has been consolidated with other actions where class certification remains an open issue.

In December 2005, a lawsuit captioned Mike’s Medical Center Pharmacy, et al. v. Medco Health Solutions, Inc., et al. was filed against the Company and Merck in the U.S. District Court for the Northern District of California. The plaintiffs seek to represent a class of all pharmacies and pharmacists that had contracted with the Company and California pharmacies that had indirectly purchased prescription drugs from Merck and make factual allegations similar to those in the Alameda Drug Company action discussed below. The plaintiffs assert claims for violation of the Sherman Act, California antitrust law and California law prohibiting unfair business practices. The plaintiffs demand, among other things, treble damages, restitution, disgorgement of unlawfully obtained profits and injunctive relief.

In April 2006, the Brady plaintiffs filed a petition to transfer and consolidate various antitrust actions against PBMs, including North Jackson, Brady, and Mike’s Medical Center before a single federal judge. The motion was granted in August 2006. These actions are now consolidated for pretrial purposes in the U.S. District Court for the Eastern District of Pennsylvania. The consolidated action is known as In re Pharmacy Benefit Managers Antitrust Litigation. The plaintiffs’ motion for class certification in certain actions is currently pending before the Multidistrict Litigation Court.

In January 2004, a lawsuit captioned Alameda Drug Company, Inc., et al. v. Medco Health Solutions, Inc., et al. was filed against the Company and Merck in the Superior Court of California. The plaintiffs, which seek to represent a class of all California pharmacies that had contracted with the Company and that had indirectly purchased prescription drugs from Merck, allege, among other things, that since the expiration of a 1995 consent injunction entered by the U.S. District Court for the Northern District of California, if not earlier, the Company failed to maintain an Open Formulary (as defined in the consent injunction), and that the Company and Merck had failed to prevent nonpublic information received from competitors of Merck and the Company from being disclosed to each other. The plaintiffs further allege that, as a result of these alleged practices, the Company had been able to increase its market share and artificially reduce the level of reimbursement to the retail pharmacy class members, and that the prices of prescription drugs from Merck and other pharmaceutical manufacturers that do business with the Company had been fixed and raised above competitive levels. The plaintiffs assert claims for violation of California antitrust law and California law prohibiting unfair business practices. The plaintiffs demand, among other things, compensatory damages, restitution, disgorgement of unlawfully obtained profits and injunctive relief. In the complaint, the plaintiffs further allege, among other things, that the Company acted as a purchasing agent for its plan sponsor customers, resulting in a system that serves to suppress competition.

Other Matters

In the ordinary course of business, the Company is involved in disputes with clients, retail pharmacies and suppliers, which may involve litigation, claims, arbitrations and other proceedings and the Company is subject to government audits and recoupment demands. Although it is not feasible to predict or determine the final outcome of any proceedings with certainty, the Company does not believe that any of these disputes could have, individually or in the aggregate, a material adverse effect on the Company’s business, financial condition, liquidity or operating results. In addition, the Company entered into an indemnification and insurance matters agreement with Merck in connection with the Company’s spin-off in 2003, which may require the Company in some instances to indemnify Merck.

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Twenty-two lawsuits have been filed since the announcement of the merger on July 21, 2011 described in Note 1, “Background and Basis of Presentation,” to the accompanying audited consolidated financial statements that name as defendants the Company, the Company’s Board of Directors, and Express Scripts. The purported class action complaints allege, among other things, a breach of fiduciary duty in connection with the approval of the pending Merger Agreement between the Company and Express Scripts.

On November 7, 2011, Express Scripts and Medco Health Solutions, Inc. entered into a Memorandum of Understanding with plaintiffs to settle the shareholder litigation pending in the United States District Court for the District of New Jersey and the Delaware Court of Chancery regarding their proposed merger. Pursuant to the Memorandum of Understanding, Express Scripts and Medco agreed to enter into the Amendment and to hold the special meetings of their respective stockholders to vote on the proposed mergers on such date or dates as determined by Medco and Express Scripts, but in no event prior to December 21, 2011. The shareholder meetings subsequently took place on December 21, 2011, at which time the respective stockholders voted to approve the merger.

Also pursuant to the Memorandum of Understanding, the parties entered into a Stipulation of Settlement, which was preliminarily approved by the United States District Court for the District of New Jersey on December 21, 2011, subject to further consideration by the District Court at a Settlement Hearing scheduled to take place on April 16, 2012. Under the terms of the Stipulation of Settlement, plaintiffs must file papers in support of their application for attorneys’ fees no later than forty-five (45) days prior to the Settlement Hearing, making any such papers due by March 2, 2012.

Purchase Commitments

As of December 31, 2011, the Company has contractual commitments to purchase inventory from certain biopharmaceutical manufacturers associated with the Company’s Specialty Pharmacy business, and are contracts for fixed amounts totaling $883.1 million through 2014. The Company also has purchase commitments for diabetes supplies of $28.7 million, technology-related agreements of $23.9 million and advertising commitments of $0.6 million.

Insurance

The Company maintains insurance coverage with deductibles and self-insurance that management considers adequate for its needs under current circumstances, including commercial professional liability coverage of $85 million per occurrence and in the aggregate during a policy period. Such coverage reflects market conditions (including cost and availability) existing at the time coverage is written. In addition to the Company’s commercial professional liability insurance policies, the Company has a retained liability component requiring certain self-insurance reserves to cover potential claims. The Company currently processes any claims included in self-insured retention levels through a captive insurance company. The Company’s PBM operations, including, for example, the dispensing of prescription drugs by its mail-order pharmacies, may subject the Company to litigation and liability for damages. Historically, the Company has not had any professional liability claims that have exceeded its insurance coverage amount, and any claims have not been material. The Company believes that its insurance coverage protection for these types of claims is adequate. However, the Company might not be able to maintain its professional and general liability insurance coverage in the future, and insurance coverage might not be available on acceptable terms or adequate to cover any or all potential professional liability claims. A successful professional liability claim in excess of the Company’s insurance coverage, or one for which an exclusion from coverage applies, could have a material adverse effect on the Company’s financial condition and results of operations.

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15. SUBSEQUENT EVENT — DEBT REFINANCING

On January 23, 2012, the Company completed a new bank financing for a $2 billion 364-day senior unsecured revolving credit facility (“new credit facility”) which may be increased by an amount up to $0.5 billion at the Company’s option. In addition to replacing the Company’s existing $2 billion senior unsecured revolving credit facility, the new credit facility is available to support the Company’s general corporate activities, working capital requirements and capital expenditures. At current debt ratings, the new credit facility will bear interest at LIBOR plus a 1.375 percent margin, with a 15 basis point commitment fee due on the unused revolving credit facility. The Company may, at its option, extend the maturity date of the new credit facility by an additional 364 days, whereupon any outstanding revolving loans will be converted to term loans during the extension period.

During the term of the new credit facility, the Company will be subject to customary affirmative and negative covenants, including limits on the ability of subsidiaries that are not guarantors of the Company’s indebtedness to incur additional indebtedness, limits on the ability of the Company and its subsidiaries to create liens and, except for the Merger, engage in any consolidation or merger or otherwise liquidate or dissolve or enter into transactions with affiliates.

Upon the occurrence of a change in control, such as the Merger, all amounts outstanding under the new credit facility shall become immediately due and payable and the new credit facility shall be immediately terminated.

As of January 23, 2012, the Company had $999 million available for borrowing under the new revolving credit facility, exclusive of $1 million in issued letters of credit. The $1 billion term loan portion of the April 30, 2007 senior unsecured credit facility remains outstanding and is due to be repaid by April 30, 2012. The Company anticipates repayment of the $1 billion senior unsecured term loan at maturity.

16. CONDENSED CONSOLIDATING FINANCIAL INFORMATION

The following condensed consolidating financial information has been prepared in accordance with the requirements for presentation of the combined consolidated financial information under Rule 3-10(g) of Regulation S-X. The merger of ESI and Medco was consummated on April 2, 2012. The November 2011 senior notes and the February 2012 senior notes issued by Express Scripts, are jointly and severally and fully and unconditionally (subject to certain customary release provisions, including sale, exchange, transfer or liquidation of the guarantor subsidiary) guaranteed on a senior unsecured basis by ESI and most of Express Scripts’ current and future 100% owned domestic subsidiaries, including, following the consummation of the Merger, Medco and certain of Medco’s 100% owned domestic subsidiaries. The following presents the condensed consolidating financial information separately for:

(i) Medco (the Parent Company), the issuer of guaranteed obligations, and a guarantor of Express Scripts’ obligations;

(ii) Medco’s guarantor subsidiaries, on a combined basis;

(iii) Medco’s non-guarantor subsidiaries, on a combined basis;

(iv) Consolidating entries and eliminations representing adjustments to (a) eliminate intercompany transactions between or among the Parent Company, Medco’s guarantor subsidiaries and Medco’s non-guarantor subsidiaries, (b) eliminate the investments in our subsidiaries and (c) record consolidating entries; and

(v) Medco Health Solutions, Inc. and subsidiaries on a consolidated basis.

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Condensed Consolidating Balance Sheet

(in millions)	Medco Health Solutions, Inc.		Guarantor Subsidiaries		Non- Guarantors		Eliminations			Consolidated
As of December 31, 2011
Cash and cash equivalents	$	1.1	$	24.7	$	203.3	$	—		$	229.1
Short-term investments		—		—		2.6		—			2.6
Manufacturer accounts receivable, net		22.5		49.6		2,060.6		—			2,132.7
Client accounts receivable, net		1,871.6		704.4		161.6		—			2,737.6
Inventories, net		—		854.6		43.2		—			897.8
Prepaid expenses and other current assets		427.1		229.4		24.2		—			680.7
Total current assets		2,322.3		1,862.7		2,495.5		—			6,680.5
Property and equipment, net		—		1,093.4		15.0		—			1,108.4
Investments in subsidiaries		5,405.9		—		—		(5,405.9	)		—
Intercompany		2,137.0		—		—		(2,137.0	)		—
Goodwill		3,298.1		3,519.1		136.6		—			6,953.8
Intangible assets, net		819.6		1,260.7		67.7		—			2,148.0
Other noncurrent assets		55.0		9.5		7.6		—			72.1
Total assets	$	14,037.9	$	7,745.4	$	2,722.4	$	(7,542.9	)	$	16,962.8
Claims and other accounts payable	$	2,145.1	$	1,184.0	$	46.4	$	—		$	3,375.5
Client rebates and guarantees payable		2,357.7		—		—		—			2,357.7
Accrued expenses and other current liabilities		148.5		754.9		70.0		—			973.4
Short-term debt and current portion of long-term debt		2,000.0		—		42.7		—			2,042.7
Total current liabilities		6,651.3		1,938.9		159.1		—			8,749.3
Long-term debt, net		3,001.6		—		—		—			3,001.6
Intercompany		—		1,095.0		1,042.0		(2,137.0	)		—
Other noncurrent liabilities		375.6		788.3		38.6		—			1,202.5
Stockholders’ equity		4,009.4		3,923.2		1,482.7		(5,405.9	)		4,009.4
Total liabilities and stockholders’ equity	$	14,037.9	$	7,745.4	$	2,722.4	$	(7,542.9	)	$	16,962.8

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Condensed Consolidating Statement of Operations

(in millions)	Medco Health Solutions, Inc.		Guarantor Subsidiaries		Non- Guarantors		Eliminations			Consolidated
For the year ended December 31, 2011
Product net revenues	$	64,693.3	$	5,214.3	$	1,245.4	$	(2,589.7	)	$	68,563.3
Service revenues		1,052.2		403.8		44.0		—			1,500.0
Total net revenues		65,745.5		5,618.1		1,289.4		(2,589.7	)		70,063.3
Cost of product net revenues		63,552.5		2,919.5		1,036.7		(2,589.7	)		64,919.0
Cost of service revenues		130.0		362.4		29.7		—			522.1
Total cost of revenues		63,682.5		3,281.9		1,066.4		(2,589.7	)		65,441.1
Selling, general and administrative expenses		3.1		1,686.6		55.0		—			1,744.7
Amortization of intangibles		121.3		160.2		10.4		—			291.9
Interest expense (income), and other (income) expense, net		177.4		2.2		30.2		—			209.8
Total costs and expenses		63,984.3		5,130.9		1,162.0		(2,589.7	)		67,687.5
Income before provision for income taxes		1,761.2		487.2		127.4		—			2,375.8
Provision for income taxes		674.5		204.2		41.4		—			920.1
Net income from continuing operations		1,086.7		283.0		86.0		—			1,455.7
Equity in earnings of subsidiaries		369.0		—		—		(369.0	)		—
Net income (loss)	$	1,455.7	$	283.0	$	86.0	$	(369.0	)	$	1,455.7

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Condensed Consolidating Statement of Cash Flows

(in millions)	Medco Health Solutions, Inc.			Guarantor Subsidiaries			Non- Guarantors			Eliminations		Consolidated
For the year ended December 31, 2011
Net cash flows provided by (used in) operating activities	$	295.2		$	1,071.8		$	(84.6	)	$	—	$	1,282.4
Cash flows from investing activities:
Capital expenditures		—			(311.5	)		(13.1	)		—		(324.6	)
Purchases of securities and other assets		(35.0	)		—			(9.7	)		—		(44.7	)
Acquisitions of businesses, net of cash acquired		—			(14.0	)		(1.0	)		—		(15.0	)
Proceeds from sale of securities and other investments		—			—			56.7			—		56.7
Net cash (used in) provided by investing activities		(35.0	)		(325.5	)		32.9			—		(327.6	)
Cash flows from financing activities:
Proceeds from revolving credit facility		11,687.2			—			—			—		11,687.2
Repayments on revolving credit facility		(11,687.2	)		—			—			—		(11,687.2	)
Proceeds from accounts receivable financing facility and other		—			—			1,462.1					1,462.1
Repayments under accounts receivable financing facility		—			—			(1,443.0	)				(1,443.0	)
Debt issuance costs		(0.3	)		—			—			—		(0.3	)
Purchases of treasury stock		(1,786.6	)		—			—			—		(1,786.6	)
Excess tax benefits from stock-based compensation arrangements		—			42.9			—			—		42.9
Net proceeds (payments) from employee stock plans		145.8			—			—			—		145.8
Net transactions with parent		923.7			(1,125.5	)		201.8			—		—
Net cash used by financing activities		(717.4	)		(1,082.6	)		220.9			—		(1,579.1	)
Net (decrease) increase in cash and cash equivalents		(457.2	)		(336.3	)		169.2			—		(624.3	)
Cash and cash equivalents at beginning of period		458.3			361.0			34.1			—		853.4
Cash and cash equivalents at end of period	$	1.1		$	24.7		$	203.3		$	—	$	229.1

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EX-99.5

Exhibit 99.5

The following interim unaudited condensed consolidated financial data of Medco Health Solutions, Inc. and its subsidiaries (“Medco”) is being provided as an exhibit to this Form S-4 filed by Express Scripts Holding Company.

The following unaudited consolidated financial statements of Medco are identical to the financial statements as previously furnished as Exhibit 99.1 to Express Scripts Holding Company’s Form 8-K filed May 10, 2012, except for the addition of Note 12 setting forth the condensed consolidating financial information with respect to the Medco subsidiary guarantors of the senior notes previously issued by Express Scripts Holding Company in November 2011 and February 2012, in accordance with Rule 3-10 of Regulation S-X.

MEDCO HEALTH SOLUTIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(In millions, except for share data)

	March 31, 2012			December 31, 2011
ASSETS
Current assets:
Cash and cash equivalents	$	1,025.9		$	229.1
Short-term investments		2.6			2.6
Manufacturer accounts receivable, net		1,895.2			2,132.7
Client accounts receivable, net		2,432.2			2,737.6
Inventories, net		830.9			897.8
Prepaid expenses and other current assets		418.0			400.7
Deferred tax assets		316.1			280.0
Total current assets		6,920.9			6,680.5
Property and equipment, net		1,139.1			1,108.4
Goodwill		6,973.9			6,953.8
Intangible assets, net		2,085.9			2,148.0
Other noncurrent assets		58.0			72.1
Total assets	$	17,177.8		$	16,962.8
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Claims and other accounts payable	$	3,204.2		$	3,375.5
Client rebates and guarantees payable		2,238.3			2,357.7
Accrued expenses and other current liabilities		1,067.4			973.4
Short-term debt		1,041.4			42.7
Current portion of long-term debt		1,299.6			2,000.0
Total current liabilities		8,850.9			8,749.3
Long-term debt, net		2,699.7			3,001.6
Deferred tax liabilities		984.0			988.4
Other noncurrent liabilities		203.3			214.1
Total liabilities		12,737.9			12,953.4
Commitments and contingencies (See Note 10)
Stockholders’ equity:
Preferred stock, par value $0.01—authorized: 10,000,000 shares; issued and outstanding: 0		—			—
Common stock, par value $0.01—authorized: 2,000,000,000 shares; issued: 678,254,474 shares at March 31, 2012 and 673,083,808 shares at December 31, 2011		6.8			6.7
Accumulated other comprehensive loss		(55.8	)		(57.6	)
Additional paid-in capital		9,004.1			8,820.6
Retained earnings		8,337.7			8,092.6
		17,292.8			16,862.3
Treasury stock, at cost: 285,620,728 shares at March 31, 2012 and at December 31, 2011		(12,852.9	)		(12,852.9	)
Total stockholders’ equity		4,439.9			4,009.4
Total liabilities and stockholders’ equity	$	17,177.8		$	16,962.8

The accompanying notes are an integral part of these condensed consolidated financial statements.

MEDCO HEALTH SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

(In millions, except for per share data)

	Quarters Ended
	March 31, 2012			March 26, 2011
Product net revenues (Includes retail co-payments of $2,414 for 2012, and $2,513 for 2011)	$	15,649.0		$	16,661.8
Service revenues		382.8			357.8
Total net revenues		16,031.8			17,019.6
Cost of operations:
Cost of product net revenues (Includes retail co-payments of $2,414 for 2012, and $2,513 for 2011)		14,901.7			15,828.9
Cost of service revenues		132.0			120.4
Total cost of revenues		15,033.7			15,949.3
Selling, general and administrative expenses		471.6			387.1
Amortization of intangibles		71.0			73.2
Interest expense		52.4			51.9
Interest (income) and other (income) expense, net		(1.6	)		2.3
Total costs and expenses		15,627.1			16,463.8
Income before provision for income taxes		404.7			555.8
Provision for income taxes		159.6			222.7
Net income	$	245.1		$	333.1
Basic weighted average shares outstanding		389.8			405.5
Basic earnings per share	$	0.63		$	0.82
Diluted weighted average shares outstanding		397.2			414.2
Diluted earnings per share	$	0.62		$	0.80

The accompanying notes are an integral part of these condensed consolidated financial statements.

MEDCO HEALTH SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

(In millions)

	Quarters Ended
	March 31, 2012		March 26, 2011
Net income	$	245.1	$	333.1
Other comprehensive income, net of tax:
Foreign currency translation gain and other		1.1		9.5
Amortization of unrealized loss on cash flow hedge		0.5		0.6
Defined benefit plans activity		0.2		16.7
Other comprehensive income		1.8		26.8
Total comprehensive income	$	246.9	$	359.9

The accompanying notes are an integral part of these condensed consolidated financial statements.

MEDCO HEALTH SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

(Shares in thousands; $ in millions, except for per share data)

	Shares of Common Stock Issued		Shares of Treasury Stock		$0.01 Par Value Common Stock		Accumulated Other Comprehensive Income (Loss)			Additional Paid-in Capital			Retained Earnings		Treasury Stock			Total
Balances at December 31, 2011		673,084		285,621	$	6.7	$	(57.6	)	$	8,820.6		$	8,092.6	$	(12,852.9	)	$	4,009.4
Net income		—		—		—		—			—			245.1		—			245.1
Other comprehensive income (loss)		—		—		—		1.8			—			—		—			1.8
Stock option activity, including tax benefit		4,089		—		0.1		—			173.4			—		—			173.5
Issuance of common stock under employee stock purchase plan		156		—		—		—			11.0			—		—			11.0
Restricted stock unit activity, including tax benefit		925		—		—		—			(0.9	)		—		—			(0.9	)
Balances at March 31, 2012		678,254		285,621	$	6.8	$	(55.8	)	$	9,004.1		$	8,337.7	$	(12,852.9	)	$	4,439.9

The accompanying notes are an integral part of this condensed consolidated financial statement.

MEDCO HEALTH SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In millions)

	Quarters Ended
	March 31, 2012			March 26, 2011
Cash flows from operating activities:
Net income	$	245.1		$	333.1
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		56.4			51.0
Amortization of intangibles		71.0			73.2
Deferred income taxes		(77.2	)		(26.3	)
Stock-based compensation on employee stock plans		47.1			40.3
Tax benefit on employee stock plans		84.5			45.8
Excess tax benefits from stock-based compensation arrangements		(46.1	)		(17.9	)
Other		44.3			0.6
Net changes in assets and liabilities (net of acquisition effects):
Manufacturer accounts receivable, net		237.5			(20.4	)
Client accounts receivable, net		264.2			198.3
Inventories, net		66.9			(94.8	)
Prepaid expenses and other current assets		(17.3	)		0.1
Other noncurrent assets		10.1			(8.2	)
Claims and other accounts payable		(171.3	)		(527.6	)
Client rebates and guarantees payable		(119.4	)		69.2
Accrued expenses and other current and noncurrent liabilities		78.1			(22.4	)
Net cash provided by operating activities		773.9			94.0
Cash flows from investing activities:
Capital expenditures		(86.0	)		(44.5	)
Purchases of securities and other assets		—			(2.5	)
Acquisitions of businesses, net of cash acquired		(24.1	)		—
Proceeds from sale of securities and other investments		—			12.7
Net cash used by investing activities		(110.1	)		(34.3	)
Cash flows from financing activities:
Proceeds from long-term revolving credit facility		25.0			3,612.2
Repayments of long-term revolving credit facility		(1,025.0	)		(3,612.2	)
Proceeds from short-term debt		1,000.0			253.3
Repayments of short-term debt		(1.3	)		(250.0	)
Debt issuance costs		(0.8	)		—
Purchases of treasury stock		—			(836.6	)
Excess tax benefits from stock-based compensation arrangements		46.1			17.9
Net proceeds from employee stock plans		89.0			29.4
Net cash provided by (used by) financing activities		133.0			(786.0	)
Net increase (decrease) in cash and cash equivalents		796.8			(726.3	)
Cash and cash equivalents at beginning of period		229.1			853.4
Cash and cash equivalents at end of period	$	1,025.9		$	127.1

The accompanying notes are an integral part of these condensed consolidated financial statements.

MEDCO HEALTH SOLUTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. BASIS OF PRESENTATION

The accompanying unaudited interim condensed consolidated financial statements of Medco and its subsidiaries have been prepared pursuant to the Securities and Exchange Commission’s (“SEC”) rules and regulations. Accordingly, certain information and disclosures required by accounting principles generally accepted in the United States for complete consolidated financial statements are not included herein. We believe all adjustments necessary for a fair statement of the unaudited interim condensed consolidated financial statements have been included, and are of a normal and recurring nature. The results of operations for any interim period are not necessarily indicative of the results of operations for the full year. The unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in Medco’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011. Medco’s first fiscal quarters for 2012 and 2011 each consisted of 13 weeks and ended on March 31, 2012 and March 26, 2011, respectively.

On July 20, 2011, Medco entered into an Agreement and Plan of Merger with Express Scripts, Inc. (“ESI”) and certain of its subsidiaries (as amended on November 7, 2011 by Amendment No. 1 thereto, the “Merger Agreement”) providing for the combination of ESI and Medco (the “Merger”) under a new holding company, now named Express Scripts Holding Company (“Express Scripts” or the “Parent”). The shareholders approved the Merger on December 21, 2011 and the Merger was completed on April 2, 2012. As a result of the Merger, former Medco stockholders and ESI stockholders now own stock in Express Scripts Holding Company. We believe the Merger will combine the expertise of two complementary pharmacy benefit managers to increase efforts to lower the cost of prescription drugs and improve the quality of care.

For more information, see Note 11, “Subsequent Events—Merger,” to the unaudited interim condensed consolidated financial statements included in this Current Report on Form 8-K. The accompanying unaudited interim condensed consolidated financial statements include pre-tax merger-related expenses associated with the Merger.

Reclassifications. Certain prior period amounts have been reclassified to conform to the current period presentation. Specifically, in the unaudited condensed consolidated statements of cash flows, income taxes receivable has been combined with prepaid expenses and other current assets.

2. RECENTLY ADOPTED FINANCIAL ACCOUNTING STANDARD

Presentation of Comprehensive Income

In June 2011, the Financial Accounting Standards Board (“FASB”) issued an accounting standard with respect to the presentation of other comprehensive income in financial statements. The main provisions of the standard provide that an entity that reports other comprehensive income has the option to present comprehensive income in either a single statement or in a two-statement approach. A single statement must present the components of net income and total net income, the components of other comprehensive income and total other comprehensive income, and a total for comprehensive income. In the two-statement approach, an entity must present the components of net income and total net income in the first statement, followed by a financial statement that presents the components of other comprehensive income, a total for other comprehensive income, and a total for comprehensive income. In December 2011, the FASB issued additional guidance on this standard which deferred the requirement for entities to present reclassification adjustments out of accumulated other comprehensive income by component, in both the statement where net income is presented and the statement where other comprehensive income is presented for both the interim and annual financial statements. Medco’s adoption of this standard in fiscal year 2012 impacted the presentation of certain information within the financial statements, but did not impact Medco’s financial position, results of operations, or cash flows.

3. CONCENTRATION OF RISKS

For the first quarter of 2012 and 2011, UnitedHealth Group Incorporated (“UnitedHealth Group”), Medco’s largest client, represented 18% and 17% of Medco’s net revenues, respectively. On July 21, 2011, Medco announced that its pharmacy benefit services agreement with UnitedHealth Group would not be renewed. The UnitedHealth Group agreement expires on December 31, 2012 and there is a transition agreement through April 1, 2014 which covers the anticipated time period to transition the business. In addition to UnitedHealth Group, other top 10 clients representing approximately 13% of Medco’s full year 2011 net revenues did not renew for 2012 as a result of acquisitions by competitors or transitioning in the normal course of business.

4. FAIR VALUE DISCLOSURES

Fair Value Measurements

The inputs used to measure fair value fall into the following fair value hierarchy:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs reflecting the reporting entity’s own assumptions.

Medco utilizes the best available information in measuring fair value. The following tables set forth, by level within the fair value hierarchy, Medco’s financial assets recorded at fair value on a recurring basis ($ in millions):

Fair Value Measurements at Reporting Date

Description	March 31, 2012			Level 1		Level 2
Money market mutual funds	$	437.0	(1)	$	437.0	$	—
Fair value of interest rate swap agreements		10.1	(2)		—		10.1

⁽¹⁾  Reported in cash and cash equivalents on the unaudited interim condensed consolidated balance sheet.

⁽²⁾  Reported in other noncurrent assets on the unaudited interim condensed consolidated balance sheet.

Fair Value Measurements at Reporting Date

Description	December 31, 2011			Level 1		Level 2
Fair value of interest rate swap agreements	$	12.9	(1)	$	—	$	12.9

⁽¹⁾  Reported in other noncurrent assets on the unaudited interim condensed consolidated balance sheet.

Medco’s money market mutual funds are invested in funds that seek to preserve principal, are highly liquid, and therefore are recorded on the consolidated balance sheets at the principal amounts deposited, which equals the asset values quoted by the money market fund custodians. The fair value of Medco’s obligation under its interest rate swap agreements, which hedge interest costs on the 7.25% senior notes, is based upon observable market-based inputs that reflect the present values of the differences between estimated future fixed rate payments and future variable rate receipts, and therefore are classified within Level 2. Historically, there have not been significant fluctuations in the fair value of Medco’s financial assets.

Fair Value of Financial Instruments

The term loan and revolving credit obligations under Medco’s senior unsecured bank credit facilities had a floating interest rate and as a result, the carrying amounts of the debt, as well as the short-term and long-term investments approximated fair values as of March 31, 2012 and December 31, 2011. Medco estimates fair market value for these assets and liabilities based on their market values or estimates of the present value of their future cash flows.

The carrying amounts and the fair values of Medco’s senior notes are shown in the following table ($ in millions):

	March 31, 2012					December 31, 2011
	Carrying Amount			Fair Value(3)		Carrying Amount(1)		Fair Value(3)
7.25% senior notes due 2013	$	499.3	(1)	$	540.5	$	499.1	$	540.2
6.125% senior notes due 2013		299.6	(2)		314.4		299.5		316.0
2.75% senior notes due 2015		499.9	(1)		513.9		499.9		499.1
7.125% senior notes due 2018		1,191.4	(1)		1,445.8		1,191.2		1,416.7
4.125% senior notes due 2020		499.0	(1)		508.3		499.0		503.8

⁽¹⁾  Reported in long-term debt, net, on the unaudited interim condensed consolidated balance sheets, net of unamortized discount.

⁽²⁾  Reported in current portion of long-term debt, net, on the unaudited interim condensed consolidated balance sheet, net of unamortized discount.

⁽³⁾  Classified as Level 1 in the fair value hierarchy.

The fair values of the senior notes are based on observable relevant market information such as quoted prices in active markets; and therefore are classified as Level 1 in the fair value hierarchy. Fluctuations between the carrying amounts and the fair values of the senior notes for the periods presented are associated with changes in market interest rates.

5. EARNINGS PER SHARE (“EPS”)

The following is a reconciliation of the number of weighted average shares used in the basic and diluted EPS calculations (amounts in millions):

	Quarters Ended
	March 31, 2012		March 26, 2011
Basic weighted average shares outstanding		389.8		405.5
Dilutive common stock equivalents:
Outstanding stock options, restricted stock units and restricted stock		7.4		8.7
Diluted weighted average shares outstanding		397.2		414.2

Medco treats stock options and restricted stock units as potential common shares outstanding in computing diluted earnings per share. Under the treasury stock method on a grant by grant basis, the amount the employee or director must pay for exercising the award, the amount of compensation cost for future service that Medco has not yet recognized, and the amount of tax benefit that would be recorded in additional paid-in capital when the award becomes deductible, are assumed to be used to repurchase shares at the average market price during the period. For the quarters ended March 31, 2012 and March 26, 2011, there were outstanding options to purchase 12.2 million and 11.9 million shares of Medco stock, respectively, which were not dilutive to the EPS calculations when applying the treasury stock method, which primarily reflects the share price being below the option exercise price. The decreases in the basic weighted average shares outstanding and diluted weighted average shares outstanding for the quarter ended March 31, 2012 compared to the same period in 2011 primarily result from the repurchase of approximately 269.7 million shares of stock in connection with Medco’s share repurchase programs since inception in 2005 through the first quarter of 2011, compared to an equivalent amount of 285.5 million shares repurchased inception-to-date through the end of the first quarter of 2012. Medco repurchased approximately 13.5 million shares of stock in the first quarter of 2011 and repurchased none in the first quarter of 2012. In accordance with the FASB’s earnings per share standard, weighted average treasury shares are not considered part of the basic or diluted shares outstanding.

6. ACCOUNTS RECEIVABLE

Medco separately reports accounts receivable due from manufacturers and accounts receivable due from clients. Client accounts receivable, net, are presented net of allowance for doubtful accounts and include a reduction for rebates and guarantees payable to clients when such are settled on a net basis in the form of an invoice credit. As of March 31, 2012 and December 31, 2011, identified net Specialty Pharmacy accounts receivable, primarily due from payors and patients, amounted to $789.5 million and $508.8 million, respectively. Medco’s client accounts receivable also include receivables from the Centers for Medicare & Medicaid Services (“CMS”) for Medco’s Medicare Part D Prescription Drug Program (“Medicare Part D”) product offerings and premiums from members. As of March 31, 2012 and December 31, 2011, the CMS receivable was approximately $144.1 million and $86.0 million, respectively.

Medco’s allowance for doubtful accounts as of March 31, 2012 and December 31, 2011 of $137.2 million and $124.6 million, respectively, includes $100.8 million and $94.3 million, respectively, related to the Specialty Pharmacy segment. The relatively higher allowance for the Specialty Pharmacy segment reflects a different credit risk profile than the pharmacy benefit management (“PBM”) business, and is characterized by reimbursement through medical coverage, including government agencies, and higher patient co-payments. See Note 9, “Segment and Geographic Data,” to the unaudited interim condensed consolidated financial statements included in this Current Report on Form 8-K for more information on the Specialty Pharmacy segment. In addition, Medco’s allowance for doubtful accounts reflects amounts associated with member premiums for its Medicare Part D product offerings.

7. DEBT

Medco’s debt consists of the following ($ in millions):

	March 31, 2012		December 31, 2011
Short-term debt:
Accounts receivable financing facility	$	—	$	—
Short-term senior unsecured revolving credit facility		1,000.0		—
Other		41.4		42.7
Total short-term debt		1,041.4		42.7
Current portion of long-term debt		1,299.6		2,000.0
Long-term debt:
Senior unsecured revolving credit facility		—		—
Senior unsecured term loan		—		—
7.25% senior notes due 2013, net of unamortized discount		499.3		499.1
6.125% senior notes due 2013, net of unamortized discount		—		299.5
2.75% senior notes due 2015, net of unamortized discount		499.9		499.9
7.125% senior notes due 2018, net of unamortized discount		1,191.4		1,191.2
4.125% senior notes due 2020, net of unamortized discount		499.0		499.0
Fair value of interest rate swap agreements		10.1		12.9
Total long-term debt		2,699.7		3,001.6
Total debt	$	5,040.7	$	5,044.3

A complete description of Medco’s debt may be found in Note 8, “Debt,” to the audited consolidated financial statements included in Part II, Item 8 of Medco’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011. The following provides recent updates:

Five-Year Credit Facilities. On April 30, 2007, Medco entered into a senior unsecured credit agreement, which is available for general working capital requirements. The facility consists of a $1 billion, 5-year senior unsecured term loan and a $2 billion, 5-year senior unsecured revolving credit facility. The facility was due to mature on April 30, 2012, and therefore Medco classified all outstanding balances related to the facility, representing $1.0 billion under the revolving credit facility and the $1.0 billion senior unsecured term loan, as current portion of long-term debt as of December 31, 2011. As of December 31, 2011, Medco had $999.0 million available for borrowing under the revolving credit facility, after giving effect to prior net draw-downs of $1 billion and $1 million in issued letters of credit.

There were draw-downs of $25.0 million and repayments of $1,025.0 million under the revolving credit facility during the first quarter of 2012. Medco refinanced the $2 billion unsecured revolving credit facility on January 23, 2012. The $1 billion senior unsecured term loan was outstanding as of March 31, 2012 and was subsequently repaid upon the completion of the Merger.

Short-Term Revolving Credit Facility. On January 23, 2012, Medco completed a new bank financing for a $2 billion 364-day senior unsecured revolving credit facility (“new credit facility”). In addition to replacing Medco’s existing $2 billion senior unsecured revolving credit facility, the new credit facility was available to support Medco’s general corporate activities, working capital requirements and capital expenditures. The new credit facility incurred interest at LIBOR plus a 1.375 percent margin, with a 15 basis point commitment fee due on the unused revolving credit facility. As of March 31, 2012, Medco had $999.0 million available for borrowing under the revolving credit facility, after giving effect to prior net draw-downs of $1 billion and $1 million in issued letters of credit.

Upon the completion of the Merger on April 2, 2012, all amounts outstanding under the new credit facility became immediately due and payable and the new credit facility was immediately terminated. See Note 11, “Subsequent Events—Merger,” to the unaudited interim condensed consolidated financial statements included in this Current Report on Form 8-K for more information.

7.25% Senior Notes. In August 2003, in connection with Medco’s spin-off, Medco completed an underwritten public offering of $500 million aggregate principal amount of 10-year senior notes at a price to the public of 99.195 percent of par value. The senior notes bear interest at a rate of 7.25% per annum, with an effective interest rate of 7.365%, and mature on August 15, 2013. Medco may redeem all or part of these notes at any time or from time to time at its option at a redemption price equal to the greater of (i) 100% of the principal amount of the notes being redeemed, or (ii) the sum of the present values of 107.25% of the principal amount of the notes being redeemed, plus all scheduled payments of interest on the notes discounted to the redemption date at a semi-annual equivalent yield to a comparable U.S. Treasury security for such redemption date plus 50 basis points.

Medco entered into five interest rate swap agreements in 2004. These swap agreements, in effect, converted $200 million of the $500 million of 7.25% senior notes to variable interest rate debt. The swaps have been designated as fair value hedges and have an expiration date of August 15, 2013, consistent with the maturity date of the senior notes. The fair value of the derivatives outstanding, which is based upon observable market-based inputs that reflect the present values of the difference between estimated future fixed rate payments and future variable rate receipts, represented net receivables of $10.1 million and $12.9 million as of March 31, 2012 and December 31, 2011, respectively, which are reported in other noncurrent assets, with offsetting amounts reported in long-term debt, net, on Medco’s consolidated balance sheets. These are the amounts that Medco would have received from third parties if the derivative contracts had been settled. Under the terms of these swap agreements, Medco receives a fixed rate of interest of 7.25% on $200 million and pays variable interest rates based on the six-month LIBOR plus a weighted average spread of 3.05%. The payment dates under the agreements coincide with the interest payment dates on the hedged debt instruments and the difference between the amounts paid and received is included in interest expense.

On April 6, 2012, Medco issued a notice of redemption to the holders of its 7.25% Senior Notes due August 15, 2013. For more information, see Note 11, “Subsequent Events—Merger,” to the unaudited interim condensed consolidated financial statements included in this Current Report on Form 8-K.

6.125% Senior Notes. The 6.125% senior notes are due to mature on March 15, 2013, and therefore the notes, net of unamortized discount, of $299.6 million are classified in current portion of long-term debt on the unaudited interim condensed consolidated balance sheet as of March 31, 2012.

Covenants. All of the senior notes are subject to customary affirmative and negative covenants, including limitations on sale/leaseback transactions; limitations on liens; limitations on mergers and similar transactions; and a covenant with respect to certain change of control triggering events. The 6.125% senior notes and the 7.125% senior notes are also

subject to an interest rate adjustment in the event of a downgrade in the ratings to below investment grade. In addition, the senior unsecured bank credit facilities and the accounts receivable financing facility are subject to covenants, including, among other items, maximum leverage ratios. We believe Medco was in compliance with all covenants at March 31, 2012 and December 31, 2011.

8. PENSION AND OTHER POSTRETIREMENT BENEFITS

Net Pension and Postretirement Benefit Cost

Medco maintains an unfunded postretirement healthcare benefit plan for a limited number of retirees. The net credit for these postretirement benefits consisted of the following components ($ in millions):

	Quarters Ended
	March 31, 2012			March 26, 2011
Service cost	$	—		$	0.1
Interest cost		—			0.1
Amortization of prior service credit		(0.2	)		(0.4	)
Net amortization of actuarial losses		0.1			0.1
Gain recognized due to curtailment		—			(30.6	)
Net postretirement benefit credit	$	(0.1	)	$	(30.7	)

In January 2011, Medco amended its postretirement healthcare benefit plan, discontinuing the benefit for all active non-retirement eligible employees. Medco had previously reduced and capped the benefit through a 2003 plan amendment, the effect of which resulted in a prior service credit reflected as a component of accumulated other comprehensive loss in stockholders’ equity. The prior service credit is associated with the plan in place before Medco became an independent, publicly traded company in 2003. The elimination of the postretirement healthcare benefit for all active non-retirement eligible employees was accounted for as a curtailment of the plan and resulted in a gain of $30.6 million, pre-tax, $22.6 million of which is reported in cost of product net revenues and $8.0 million of which is reported in selling, general and administrative expenses on the unaudited interim condensed consolidated statement of income for the quarter ended March 26, 2011.

The net (benefit) cost for Medco’s pension plans consisted of the following components ($ in millions):

	Quarters Ended
	March 31, 2012			March 26, 2011
Service cost	$	—		$	1.2
Interest cost		2.2			2.5
Expected return on plan assets		(3.7	)		(3.8	)
Amortization of prior service cost		—			—
Net amortization of actuarial losses		0.4			—
Gain recognized due to plan freeze(1)		—			(9.7	)
Net pension (benefit) cost	$	(1.1	)	$	(9.8	)

(1) In January 2011, Medco amended its defined benefit pension plans, freezing the benefit for all participants effective in the first quarter of 2011. The freeze of the defined benefit pension plans coincided with an enhanced 401(k) plan company match.

9. SEGMENT AND GEOGRAPHIC DATA

Reportable Segments. Medco has two reportable segments, PBM and Specialty Pharmacy. The PBM segment primarily involves sales of traditional prescription drugs and supplies to Medco’s clients and members or patients, either through its networks of contractually affiliated retail pharmacies or Medco’s mail-order pharmacies. The PBM segment also includes the operating results of Europa Apotheek Venlo B.V., which primarily provides mail-order pharmacy services in Germany, and the operating results of United BioSource Corporation, which extends Medco’s core capabilities in data analytics and research.

The Specialty Pharmacy segment includes the sale of specialty pharmacy products and services for the treatment of primarily complex and potentially life-threatening diseases, including specialty infusion services. Medco defines the Specialty Pharmacy segment based on a product set and associated services, broadly characterized to include drugs that are usually high-cost, developed by biotechnology companies and often injectable or infusible, and may require elevated levels of patient support. When dispensed, these products frequently require ancillary administration equipment, special packaging, and a higher degree of patient-oriented customer service, including in-home nursing services and administration. Specialty pharmacy products and services are often covered through client PBM contracts. Specialty pharmacy products and services are also covered through medical benefit programs with the primary payors being insurance companies and government programs, and patients for amounts due for co-payments and deductibles.

Selected Segment Income and Asset Information. Total net revenues and operating income are measures used by the chief operating decision maker to assess the performance of each of Medco’s operating segments. The following tables present selected financial information about Medco’s reportable segments, including a reconciliation of operating income to income before provision for income taxes ($ in millions):

	Quarter Ended March 31, 2012							Quarter Ended March 26, 2011
	PBM		Specialty Pharmacy		Total			PBM		Specialty Pharmacy		Total
Product net revenues	$	12,267.4	$	3,381.6	$	15,649.0		$	13,605.1	$	3,056.7	$	16,661.8
Service revenues		359.1		23.7		382.8			340.0		17.8		357.8
Total net revenues		12,626.5		3,405.3		16,031.8			13,945.1		3,074.5		17,019.6
Total cost of revenues		11,844.9		3,188.8		15,033.7			13,076.3		2,873.0		15,949.3
Selling, general and administrative expenses		405.4		66.2		471.6			316.7		70.4		387.1
Amortization of intangibles		60.5		10.5		71.0			62.7		10.5		73.2
Operating income	$	315.7	$	139.8	$	455.5		$	489.4	$	120.6	$	610.0
Reconciling items to income before provision for income taxes:
Interest expense						52.4							51.9
Interest (income) and other (income) expense, net						(1.6	)						2.3
Income before provision for income taxes					$	404.7						$	555.8
Capital expenditures	$	82.6	$	3.4	$	86.0		$	40.1	$	4.4	$	44.5

Identifiable Assets:

	As of March 31, 2012						As of December 31, 2011
	PBM		Specialty Pharmacy		Total		PBM		Specialty Pharmacy		Total
Total identifiable assets	$	13,596.4	$	3,581.4	$	17,177.8	$	13,393.1	$	3,569.7	$	16,962.8

Geographic Information. Medco’s net revenues from its foreign operations represented 1% of consolidated net revenues for the quarter ended March 31, 2012 and less than 1% for the quarter ended March 26, 2011. All other revenues are earned in the United States.

10. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

In the ordinary course of business, Medco is involved in litigation, claims, government inquiries, investigations, charges and proceedings, including, but not limited to, those relating to regulatory, commercial, employment, employee benefits and securities matters. The significant matters are described below.

There is uncertainty regarding the possible course and outcome of the proceedings discussed below. Although it is not feasible to predict or determine the final outcome of any proceedings with certainty, we believe there is no litigation pending against Medco that could have, individually or in the aggregate, a material adverse effect on Medco’s business, financial condition, liquidity and operating results. However, there can be no assurances that an adverse outcome in any of the proceedings described below will not result in material fines, penalties and damages, changes to Medco’s business practices, loss of (or litigation with) clients or a material adverse effect on Medco’s business, financial condition, liquidity and operating results. It is also possible that future results of operations for any particular quarterly or annual period could be materially adversely affected by the ultimate resolution of one or more of these matters, or changes in Medco’s assumptions or its strategies related to these proceedings. Medco continues to believe that its business practices comply in all material respects with applicable laws and regulations and is vigorously defending itself in the actions described below. Medco believes that most of the claims made in these proceedings would not likely be covered by insurance.

In accordance with the FASB’s standard on accounting for contingencies, Medco records accruals for contingencies when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. These assessments can involve a series of complex judgments about future events and may rely heavily on estimates and assumptions that have been deemed reasonable by management. Due to the uncertainty surrounding the issues involved in each of the below matters and based on the facts and circumstances of each matter known to date, Medco believes that an estimate of any loss or range of loss that may be incurred cannot be made at this time.

Government Proceedings and Requests for Information. Medco is aware of the existence of three qui tam matters—two are sealed and in the third, the government has declined to intervene and the complaint has been unsealed. The sealed first action is filed in the Eastern District of Pennsylvania and it appears to allege that Medco billed government payors using invalid or out-of-date national drug codes. The sealed second action is filed in the District of New Jersey and appears to allege that Medco charged government payors a different rate than it reimbursed pharmacies; engaged in duplicate billing; refilled prescriptions too soon; and billed government payors for prescriptions written by unlicensed physicians and physicians with invalid Drug Enforcement Agency authorizations. The Department of Justice has not yet made any decision as to whether it will intervene in either of these matters. The matters are under seal and U.S. District Court orders prohibit Medco from answering inquiries about the complaints. Medco was notified of the existence of these two qui tam matters during settlement negotiations on an unrelated matter with the Department of Justice in 2006. Medco does not know the identities of the relators in either of these matters. We are not able to predict with certainty the timing or outcome of these matters.

The third qui tam matter in which the government has declined to intervene, relates to PolyMedica Corporation, a subsidiary of Medco acquired in the fourth quarter of 2007. This matter is progressing as a civil litigation, United States of America ex. rel. Lucas W. Matheny and Deborah Loveland vs. Medco Health Solutions, Inc., et al., in the U.S. District Court for the Southern District of Florida, although the government could decide to intervene at any point during the course of the litigation. The complaint largely includes allegations regarding the application of invoice payments. In July 2010, the U.S. District Court for the Southern District of Florida dismissed the action without prejudice. The plaintiffs re-filed the complaint and upon a motion to dismiss, the U.S. District Court for the Southern District of Florida dismissed the complaint with prejudice in October 2010. The plaintiffs appealed the dismissal of two counts of the complaint and, on February 22, 2012, the Eleventh Circuit reversed and directed the district court to reinstate those two claims. The district court has set a briefing schedule.

In April 2010, the Attorney General for the State of California requested information from Medco about a former consultant who was engaged by Medco in 2004 and again later in a year-to-year contract that ended in 2009. On March 22, 2012, Medco entered into a settlement agreement with the California Attorney General’s Office with regard to this inquiry. The settlement agreement does not include any finding or admission of wrongdoing on the part of Medco or its employees. As part of the settlement, a complaint and stipulated final judgment were also filed in the California Superior Court on March 23, 2012. The stipulated final judgment requires that Medco take certain actions and does not constitute evidence of an admission by Medco regarding any issue of law or fact alleged in the complaint. Medco paid the California Attorney General’s office $2.75 million in reimbursement of costs related to the inquiry and settlement. The stipulated judgment was approved and entered by the Court on April 12, 2012.

In March 2011, Medco received a subpoena from the SEC’s Los Angeles Regional Office staff requesting the production of documents relating to an ongoing investigation of the California Public Pension Funds. Medco is cooperating with the SEC. We are not able to predict with certainty the timing or outcome of this matter.

In July 2011, Medco received a subpoena duces tecum from the United States Department of Justice, District of Delaware, requesting information from Medco concerning its arrangements with Astra Zeneca concerning four Astra Zeneca drugs. Medco is cooperating with the inquiry. We are not able to predict with certainty the timing or outcome of this matter.

Antitrust and Related Litigation. In August 2003, a lawsuit captioned Brady Enterprises, Inc., et al. v. Medco Health Solutions, Inc., et al. was filed in the U.S. District Court for the Eastern District of Pennsylvania against Merck & Co., Inc. (“Merck”) and Medco. The plaintiffs, who seek to represent a national class of retail pharmacies that had contracted with Medco, allege that Medco has conspired with, acted as the common agent for, and used the combined bargaining power of plan sponsors to restrain competition in the market for the dispensing and sale of prescription drugs. The plaintiffs allege that, through the alleged conspiracy, Medco has engaged in various forms of anticompetitive conduct, including, among other things, setting artificially low reimbursement rates to such pharmacies. The plaintiffs assert claims for violation of the Sherman Act and seek treble damages and injunctive relief. The plaintiffs’ motion for class certification is currently pending before the Multidistrict Litigation Court.

In October 2003, a lawsuit captioned North Jackson Pharmacy, Inc., et al. v. Medco Health Solutions, Inc., et al. was filed in the U.S. District Court for the Northern District of Alabama against Merck and Medco. In their Second Amended Complaint, the plaintiffs allege that Merck and Medco engaged in price fixing and other unlawful concerted actions with others, including other PBMs, to restrain trade in the dispensing and sale of prescription drugs to customers of retail pharmacies who participate in programs or plans that pay for all or part of the drugs dispensed, and conspired with, acted as the common agent for, and used the combined bargaining power of plan sponsors to restrain competition in the market for the dispensing and sale of prescription drugs. The plaintiffs allege that, through such concerted action, Merck and Medco engaged in various forms of anticompetitive conduct, including, among other things, setting reimbursement rates to such pharmacies at unreasonably low levels. The plaintiffs assert claims for violation of the Sherman Act and seek treble damages and injunctive relief. The plaintiffs’ motion for class certification has been granted, but this matter has been consolidated with other actions where class certification remains an open issue.

In December 2005, a lawsuit captioned Mike’s Medical Center Pharmacy, et al. v. Medco Health Solutions, Inc., et al. was filed against Medco and Merck in the U.S. District Court for the Northern District of California. The plaintiffs seek to represent a class of all pharmacies and pharmacists that had contracted with Medco and California pharmacies that had indirectly purchased prescription drugs from Merck and make factual allegations similar to those in the Alameda Drug Company action discussed below. The plaintiffs assert claims for violation of the Sherman Act, California antitrust law and California law prohibiting unfair business practices. The plaintiffs demand, among other things, treble damages, restitution, disgorgement of unlawfully obtained profits and injunctive relief.

In April 2006, the Brady plaintiffs filed a petition to transfer and consolidate various antitrust actions against PBMs, including North Jackson, Brady, and Mike’s Medical Center before a single federal judge. The motion was granted in August 2006. These actions are now consolidated for pretrial purposes in the U.S. District Court for the Eastern District of Pennsylvania. The consolidated action is known as In re Pharmacy Benefit Managers Antitrust Litigation. The plaintiffs’ motion for class certification in certain actions is currently pending before the Multidistrict Litigation Court.

In January 2004, a lawsuit captioned Alameda Drug Company, Inc., et al. v. Medco Health Solutions, Inc., et al. was filed against Medco and Merck in the Superior Court of California. The plaintiffs, which seek to represent a class of all California pharmacies that had contracted with Medco and that had indirectly purchased prescription drugs from Merck, allege, among other things, that since the expiration of a 1995 consent injunction entered by the U.S. District Court for the Northern District of California, if not earlier, Medco failed to maintain an Open Formulary (as defined in the consent injunction), and that Medco and Merck had failed to prevent nonpublic information received from competitors of Merck and Medco from being disclosed to each other. The plaintiffs further allege that, as a result of these alleged practices, Medco had been able to increase its market share and artificially reduce the level of reimbursement to the retail pharmacy class members, and that the prices of prescription drugs from Merck and other pharmaceutical manufacturers that do business with Medco had been fixed and raised above competitive levels. The plaintiffs assert claims for violation of California antitrust law and California law prohibiting unfair business practices. The plaintiffs demand, among other things, compensatory damages, restitution, disgorgement of unlawfully obtained profits and injunctive relief. In the complaint, the plaintiffs further allege, among other things, that Medco acted as a purchasing agent for its plan sponsor customers, resulting in a system that serves to suppress competition.

Other Matters

In the ordinary course of business, Medco is involved in disputes with clients, retail pharmacies and suppliers, which may involve litigation, claims, arbitrations and other proceedings and Medco is subject to government audits and recoupment demands. Although it is not feasible to predict or determine the final outcome of any proceedings with certainty, Medco does not believe that any of these disputes could have, individually or in the aggregate, a material adverse effect on Medco’s business, financial condition, liquidity or operating results. In addition, Medco entered into an indemnification and insurance matters agreement with Merck in connection with Medco’s spin-off in 2003, which may require Medco in some instances to indemnify Merck.

Twenty-two lawsuits have been filed since the announcement of the Merger on July 21, 2011 that name as defendants Medco, Medco’s Board of Directors, and ESI. The purported class action complaints allege, among other things, a breach of fiduciary duty in connection with the approval of the Merger Agreement between Medco and ESI. The plaintiffs sought, among other things, to enjoin the defendants from consummating the merger transaction on the agreed-upon terms, and unspecified compensatory damages, together with the costs and disbursements of the action. A class was certified in the Court of Chancery of the State of Delaware. The cases filed in the Superior Court of the State of New Jersey were stayed on August 26, 2011. On November 7, 2011, the parties entered into a memorandum of understanding in which they agreed upon the terms of settlement, and plaintiffs agreed to withdraw applications for preliminary injunction of the acquisition and stay all further litigation pending court approval of the settlement. The terms of the settlement are reflected in the Amendment No. 1 to Agreement and Plan of Merger, which was included as Exhibit 2.1 to Medco’s Current Report on Form 8-K filed November 8, 2011. On April 16, 2012, the United States District Court for the District of New Jersey approved the settlement pertaining to all parties to the litigation.

On Thursday, March 29, 2012, two pharmacy trade groups and several retail pharmacies filed a lawsuit seeking a preliminary injunction to prohibit the merger between Medco and ESI. The Court held a hearing on plaintiffs’ motion for preliminary injunction and the Parent’s motion to dismiss on April 10, 2012. On April 25, 2012, the Court denied plaintiffs’ motion for preliminary injunction. The Parent’s motion to dismiss remains under submission. We are not able to predict with certainty the timing or outcome of this matter.

Purchase Commitments

As of March 31, 2012, Medco has contractual commitments to purchase inventory from certain biopharmaceutical manufacturers associated with Medco’s Specialty Pharmacy business, and are contracts for fixed amounts totaling $917.0 million through 2014. Medco also has purchase commitments for diabetes supplies of $26.1 million, technology-related agreements of $19.6 million and advertising commitments of $1.0 million.

11. SUBSEQUENT EVENTS—MERGER

We have evaluated subsequent events through May 10, 2012, the date of the filing of these financial statements.

The Merger was completed on April 2, 2012. As a result of the Merger, Medco and ESI each became wholly owned subsidiaries of Express Scripts Holding Company (f/k/a Aristotle Holding, Inc.) (“Express Scripts” or the “Parent”) and former Medco and ESI stockholders became owners of stock in the Parent. Upon closing of the Merger, former ESI shareholders own approximately 59% of the Parent and former Medco shareholders own approximately 41%. Per the terms of the Merger Agreement, each share of Medco common stock was converted into (i) the right to receive $28.80 in cash, without interest and (ii) 0.81 shares of the Parent stock. Holders of Medco stock options, restricted stock units, and deferred stock units received a replacement award at an exchange ratio of 1.3474 awards of the Parent for each Medco award, which is equal to the sum of (i) 0.81 and (ii) the quotient obtained by dividing (1) $28.80 (the cash component of the Merger consideration) by (2) an amount equal to the average of the closing prices of ESI common stock on the NASDAQ for each of the 15 consecutive trading days ending with the fourth complete trading day prior to the completion of the Merger.

As a consequence of the Merger, trading in shares of common stock of Medco on the New York Stock Exchange was suspended on April 2, 2012.

Departure of Directors and Officers. Effective as of the closing of the Merger each of the former members of the Board of Directors of Medco resigned. In addition, effective as of the closing of the Merger, each of the former officers of Medco was removed.

Amendments to Articles of Incorporation or Bylaws. On April 2, 2012, in connection with the Merger Agreement, Medco amended and restated its Amended and Restated Certificate of Incorporation to reflect the changes contemplated by the Merger Agreement and described in the Joint Proxy Statement/Prospectus. Effective that same date, Medco amended and restated its bylaws to reflect the changes contemplated by the Merger Agreement and described in the Joint Proxy Statement/Prospectus.

Indebtedness. The Parent acquired the $1,000.0 million senior unsecured revolving credit facility and the $1,000.0 million senior unsecured term loan held by Medco upon consummation of the Merger on April 2, 2012. Immediately upon consummation of the Merger, the Parent repaid the credit facility, term loan and all associated interest.

Following consummation of the Merger on April 2, 2012, several series of senior notes issued by Medco will be reported as debt obligations of the Parent on a consolidated basis:

• $500.0 million aggregate principal amount of 7.250% senior notes due 2013

• $300.0 million aggregate principal amount of 6.125% senior notes due 2013

• $500.0 million aggregate principal amount of 2.750% senior notes due 2015

• $1,200.0 million aggregate principal amount of 7.125% senior notes due 2018

• $500.0 million aggregate principal amount of 4.125% senior notes due 2020

On April 6, 2012, Medco issued a notice of redemption to the holders of its 7.25% Senior Notes due August 15, 2013 (the “Notes”), and redeemed the Notes on May 7, 2012. The Notes were redeemable at a redemption price equal to the greater of (i) 100% of the principal amount of the notes being redeemed, or (ii) the sum of the present values of 107.25% of the principal amount of these notes being redeemed, plus all scheduled payments of interest on the notes discounted to the redemption date at a semi-annual equivalent yield to a comparable U.S. Treasury security for such redemption date plus 50 basis points. Total cash payments related to these notes were $549.4 million comprised of principal, redemption costs and interest.

Stock-Based Compensation Plans. Effective upon the closing of the Merger, the Board of Directors of the Parent assumed the sponsorship of the Medco Health Solutions, Inc. 2002 Stock Incentive Plan, originally adopted by Medco, allowing the Parent to issue awards under such plan. As part of the consideration transferred in the Merger, the Parent issued 41.5 million replacement stock options to holders of Medco stock options and 7.2 million replacement restricted stock units to holders of Medco restricted stock units.

12. CONDENSED CONSOLIDATING FINANCIAL INFORMATION

The following condensed consolidating financial information has been prepared in accordance with the requirements for presentation of guarantor combined consolidated financial information under Rule 3-10(g) of Regulation S-X. The November 2011 senior notes and the February 2012 senior notes issued by Express Scripts, are jointly and severally and fully and unconditionally (subject to certain customary release provisions, including sale, exchange, transfer or liquidation of the guarantor subsidiary) guaranteed on a senior unsecured basis by ESI and most of Express Scripts’ current and future 100% owned domestic subsidiaries, including, following the consummation of the Merger, Medco and certain of Medco’s 100% owned domestic subsidiaries. The following presents the condensed consolidating financial information separately for:

(i) Medco, the issuer of guaranteed obligations, and a guarantor of Express Scripts’ obligations;

(ii) Medco’s guarantor subsidiaries, on a combined basis;

(iii) Medco’s non-guarantor subsidiaries, on a combined basis;

(iv) Consolidating entries and eliminations representing adjustments to (a) eliminate intercompany transactions between or among Medco, Medco’s guarantor subsidiaries and Medco’s non-guarantor subsidiaries, (b) eliminate the investments in our subsidiaries and (c) record consolidating entries; and

(v) Medco Health Solutions, Inc. and its subsidiaries on a consolidated basis.

Condensed Consolidating Balance Sheet

(in millions)	Medco Health Solutions, Inc.		Guarantor Subsidiaries		Non-Guarantors		Eliminations			Consolidated
As of March 31, 2012
Cash and cash equivalents	$	530.1	$	129.1	$	366.7	$	—		$	1,025.9
Short-term investments		—		—		2.6		—			2.6
Manufacturer accounts receivable, net		16.1		48.6		1,830.5		—			1,895.2
Client accounts receivable, net		1,537.6		733.9		160.7		—			2,432.2
Inventories, net		—		803.6		27.3		—			830.9
Prepaid expenses and other current assets		458.9		247.9		27.3		—			734.1
Total current assets		2,542.7		1,963.1		2,415.1		—			6,920.9
Property and equipment, net		—		1,122.2		16.9		—			1,139.1
Investments in subsidiaries		5,490.5		—		—		(5,490.5	)		—
Intercompany		2,312.8		—		—		(2,312.8	)		—
Goodwill		3,298.1		3,535.3		140.5		—			6,973.9
Intangible assets, net		789.3		1,230.4		66.2		—			2,085.9
Other noncurrent assets		43.5		6.9		7.6		—			58.0
Total assets	$	14,476.9	$	7,857.9	$	2,646.3	$	(7,803.3	)	$	17,177.8
Claims and other accounts payable	$	2,245.5	$	917.4	$	41.3	$	—		$	3,204.2
Client rebates and guarantees payable		2,238.3		—		—		—			2,238.3
Accrued expenses and other current liabilities		186.9		656.4		224.1		—			1,067.4
Short-term debt and current portion of long-term debt		2,299.6		—		41.4		—			2,341.0
Total current liabilities		6,970.3		1,573.8		306.8		—			8,850.9
Long-term debt, net		2,699.7		—		—		—			2,699.7
Intercompany		—		1,495.0		817.8		(2,312.8	)		—
Other noncurrent liabilities		366.9		788.5		31.9		—			1,187.3
Stockholders’ equity		4,440.0		4,000.6		1,489.8		(5,490.5	)		4,440.0
Total liabilities and stockholders’ equity	$	14,476.9	$	7,857.9	$	2,646.3	$	(7,803.3	)	$	17,177.8
As of December 31, 2011
Cash and cash equivalents	$	1.1	$	24.7	$	203.3	$	—		$	229.1
Short-term investments		—		—		2.6		—			2.6
Manufacturer accounts receivable, net		22.5		49.6		2,060.6		—			2,132.7
Client accounts receivable, net		1,871.6		704.4		161.6		—			2,737.6
Inventories, net		—		854.6		43.2		—			897.8
Prepaid expenses and other current assets		427.1		229.4		24.2		—			680.7
Total current assets		2,322.3		1,862.7		2,495.5		—			6,680.5
Property and equipment, net		—		1,093.4		15.0		—			1,108.4
Investments in subsidiaries		5,405.9		—		—		(5,405.9	)		—
Intercompany		2,137.0		—		—		(2,137.0	)		—
Goodwill		3,298.1		3,519.1		136.6		—			6,953.8
Intangible assets, net		819.6		1,260.7		67.7		—			2,148.0
Other noncurrent assets		55.0		9.5		7.6		—			72.1
Total assets	$	14,037.9	$	7,745.4	$	2,722.4	$	(7,542.9	)	$	16,962.8
Claims and other accounts payable	$	2,145.1	$	1,184.0	$	46.4	$	—		$	3,375.5
Client rebates and guarantees payable		2,357.7		—		—		—			2,357.7
Accrued expenses and other current liabilities		148.5		754.9		70.0		—			973.4
Short-term debt and current portion of long-term debt		2,000.0		—		42.7		—			2,042.7
Total current liabilities		6,651.3		1,938.9		159.1		—			8,749.3
Long-term debt, net		3,001.6		—		—		—			3,001.6
Intercompany		—		1,095.0		1,042.0		(2,137.0	)		—
Other noncurrent liabilities		375.6		788.3		38.6		—			1,202.5
Stockholders’ equity		4,009.4		3,923.2		1,482.7		(5,405.9	)		4,009.4
Total liabilities and stockholders’ equity	$	14,037.9	$	7,745.4	$	2,722.4	$	(7,542.9	)	$	16,962.8

Condensed Consolidating Statement of Operations

(in millions)	Medco Health Solutions, Inc.		Guarantor Subsidiaries			Non- Guarantors		Eliminations			Consolidated
For the quarter ended March 31, 2012
Product net revenues	$	14,579.5	$	1,347.3		$	377.4	$	(655.2	)	$	15,649.0
Service revenues		255.5		108.0			19.3		—			382.8
Total net revenues		14,835.0		1,455.3			396.7		(655.2	)		16,031.8
Cost of product net revenues		14,462.5		754.1			340.3		(655.2	)		14,901.7
Cost of service revenues		29.8		90.2			12.0		—			132.0
Total cost of revenues		14,492.3		844.3			352.3		(655.2	)		15,033.7
Selling, general and administrative expenses		4.5		438.9			28.2		—			471.6
Amortization of intangibles		30.3		38.1			2.6		—			71.0
Interest expense (income), and other (income) expense, net		47.7		(0.2	)		3.3		—			50.8
Total costs and expenses		14,574.8		1,321.1			386.4		(655.2	)		15,627.1
Income before provision for income taxes		260.2		134.2			10.3		—			404.7
Provision for income taxes		99.7		56.7			3.2		—			159.6
Net income from continuing operations		160.5		77.5			7.1		—			245.1
Equity in earnings of subsidiaries		84.6		—			—		(84.6	)		—
Net income (loss)	$	245.1	$	77.5		$	7.1	$	(84.6	)	$	245.1
Other comprehensive income		1.8		—			1.1		(1.1	)		1.8
Comprehensive income	$	246.9	$	77.5		$	8.2	$	(85.7	)	$	246.9
For the quarter ended March 26, 2011
Product net revenues		15,727.9		1,220.2			318.3		(604.6	)		16,661.8
Service revenues		254.3		97.3			6.2		—			357.8
Total net revenues		15,982.2	$	1,317.5		$	324.5	$	(604.6	)	$	17,019.6
Cost of product net revenues		15,482.0		680.2			271.3		(604.6	)		15,828.9
Cost of service revenues		30.2		83.8			6.4		—			120.4
Total cost of revenues		15,512.2		764.0			277.7		(604.6	)		15,949.3
Selling, general and administrative expenses		0.8		372.6			13.7		—			387.1
Amortization of intangibles		30.3		41.4			1.5		—			73.2
Interest expense (income), and other (income) expense, net		48.3		0.5			5.4		—			54.2
Total costs and expenses		15,591.6		1,178.5			298.3		(604.6	)		16,463.8
Income before provision for income taxes		390.6		139.0			26.2		—			555.8
Provision for income taxes		151.8		62.1			8.8		—			222.7
Net income from continuing operations		238.8		76.9			17.4		—			333.1
Equity in earnings of subsidiaries		94.3		—			—		(94.3	)		—
Net income (loss)	$	333.1	$	76.9		$	17.4	$	(94.3	)	$	333.1
Other comprehensive income		26.8		26.0			9.5		(35.5	)		26.8
Comprehensive income	$	359.9	$	102.9		$	26.9	$	(129.8	)	$	359.9

Condensed Consolidating Statement of Cash Flows

(in millions)	Medco Health Solutions, Inc.			Guarantor Subsidiaries			Non- Guarantors			Eliminations		Consolidated
For the quarter ended March 31, 2012
Net cash flows provided by (used by) operating activities	$	616.6		$	(234.5	)	$	391.8		$	—	$	773.9
Cash flows from investing activities:
Capital expenditures		—			(83.1	)		(2.9	)		—		(86.0	)
Purchases of securities and other assets		—			—			—			—		—
Acquisitions of businesses, net of cash acquired		—			(24.1	)		—			—		(24.1	)
Proceeds from sale of securities and other investments		—			—			—			—		—
Net cash (used by) provided by investing activities		—			(107.2	)		(2.9	)		—		(110.1	)
Cash flows from financing activities:
Proceeds from revolving credit facility		25.0			—			—			—		25.0
Repayments on revolving credit facility		(1,025.0	)		—			—			—		(1,025.0	)
Proceeds from short-term debt		1,000.0			—			—					1,000.0
Repayments of short-term debt		—			—			(1.3	)				(1.3	)
Debt issuance costs		(0.8	)		—			—			—		(0.8	)
Purchases of treasury stock		—			—			—			—		—
Excess tax benefits from stock-based compensation arrangements		—			46.1			—			—		46.1
Net proceeds (payments) from employee stock plans		89.0			—			—			—		89.0
Net transactions with parent		(175.8	)		400.0			(224.2	)		—		—
Net cash provided by (used by) financing activities		(87.6	)		446.1			(225.5	)		—		133.0
Net increase (decrease) in cash and cash equivalents		529.0			104.4			163.4			—		796.8
Cash and cash equivalents at beginning of period		1.1			24.7			203.3			—		229.1
Cash and cash equivalents at end of period	$	530.1		$	129.1		$	366.7		$	—	$	1,025.9

Condensed Consolidating Statement of Cash Flows

(in millions)	Medco Health Solutions, Inc.			Guarantor Subsidiaries			Non- Guarantors			Eliminations		Consolidated
For the quarter ended March 26, 2011
Net cash flows provided by (used by) operating activities	$	90.6		$	(30.1	)	$	33.5		$	—	$	94.0
Cash flows from investing activities:
Capital expenditures		—			(42.7	)		(1.8	)		—		(44.5	)
Purchases of securities and other assets		(2.0	)		—			(0.5	)		—		(2.5	)
Acquisitions of businesses, net of cash acquired		—			—			—			—		—
Proceeds from sale of securities and other investments		—			—			12.7			—		12.7
Net cash (used by) provided by investing activities		(2.0	)		(42.7	)		10.4			—		(34.3	)
Cash flows from financing activities:
Proceeds from revolving credit facility		3,612.2			—			—			—		3,612.2
Repayments on revolving credit facility		(3,612.2	)		—			—			—		(3,612.2	)
Proceeds from accounts receivable financing facility and other		—			—			253.3					253.3
Repayments under accounts receivable financing facility		—			—			(250.0	)				(250.0	)
Debt issuance costs		—			—			—			—		—
Purchases of treasury stock		(836.6	)		—			—			—		(836.6	)
Excess tax benefits from stock-based compensation arrangements		—			17.9			—			—		17.9
Net proceeds (payments) from employee stock plans		29.4			—			—			—		29.4
Net transactions with parent		337.6			(306.1	)		(31.5	)		—		—
Net cash used by financing activities		(469.6	)		(288.2	)		(28.2	)		—		(786.0	)
Net (decrease) increase in cash and cash equivalents		(381.0	)		(361.0	)		15.7			—		(726.3	)
Cash and cash equivalents at beginning of period		458.3			361.0			34.1			—		853.4
Cash and cash equivalents at end of period	$	77.3		$	—		$	49.8		$	—	$	127.1

EX-99.6

Exhibit 99.6

The following revised prior period financial information is being provided as an exhibit to this Form S-4 filed by Express Scripts Holding Company.

REVISION OF PRIOR PERIOD FINANCIAL INFORMATION

While preparing historical financial statements for the Registration Statement on Form S-4, the Company identified certain immaterial errors in the presentation and allocation of certain line items in the previously reported condensed consolidating financial information between the Non-Guarantors column and the Eliminations column. In accordance with Staff Accounting Bulletin No. 99 and Staff Accounting Bulletin No. 108, the Company evaluated these errors and, based on an analysis of quantitative and qualitative factors, determined that they were immaterial to each of the prior reporting periods affected and, therefore, amendment of previously filed reports with the SEC was not required. However, the Company is filing herein the revised condensed consolidating statement of operations for the quarters ended June 30, 2012 and September 30, 2012, to correct all such immaterial errors.

The errors were specific to presentation within our condensed consolidating financial information and had no impact on consolidated statements of operations, consolidated balance sheets or consolidated statements of cash flows for any period.

Revisions were made to the condensed consolidating statement of operations for the three and six months ended June 30, 2012 and for the three and nine months ended September 30, 2012 to correct amounts related to certain intercompany revenues and operating expenses that were not correctly recorded on a gross basis in the Non-Guarantors column. The effect of the revision is an increase in revenue and operating expenses in the Non-Guarantors column by $268.5 million for the three and six months ended June 30, 2012, by $290.1 million for the three months ended September 30, 2012 and by $558.6 million for the nine months ended September 30, 2012. The revision resulted in corresponding offsets in the Eliminations column for each period. There was no impact to net income in either the Non-Guarantors column or the Eliminations column.

Condensed Consolidating Statement of Operations

(in millions)	Express Scripts Holding Company			Express Scripts, Inc.			Medco Health Solutions, Inc.			Guarantors			Non- Guarantors			Eliminations			Consolidated
For the three months ended September 30, 2012
Revenues	$	—		$	7,282.3		$	14,137.2		$	5,870.2		$	413.8		$	(704.1	)	$	26,999.4
Operating expenses		—			6,957.5			13,951.0			5,610.2			386.3			(704.1	)		26,200.9
Operating income (loss)		—			324.8			186.2			260.0			27.5			—			798.5
Undistributed gain from joint venture		—			2.5			2.6			—			—			—			5.1
Interest (expense) income, net		(95.5	)		(33.3	)		(18.0	)		(3.3	)		(4.4	)		—			(154.5	)
Income (loss) before income taxes		(95.5	)		294.0			170.8			256.7			23.1			—			649.1
Provision (benefit) for income taxes		(41.4	)		114.1			65.4			110.4			9.2			—			257.7
Net income (loss) from continuing operations		(54.1	)		179.9			105.4			146.3			13.9			—			391.4
Equity in earnings of subsidiaries		445.5			183.3			(23.1	)		—			—			(605.7	)		—
Net income (loss)		391.4			363.2			82.3			146.3			13.9			(605.7	)		391.4
Other comprehensive income (loss), net of tax		8.5			3.8			4.7			—			8.5			(17.0	)		8.5
Comprehensive income	$	399.9		$	367.0		$	87.0		$	146.3		$	22.4		$	(622.7	)	$	399.9

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For the nine months ended September 30, 2012
Revenues	$	—		$	22,360.3		$	28,642.1		$	16,379.7		$	966.3		$	(1,523.9	)	$	66,824.5
Operating expenses		—			21,395.6			28,582.8			15,654.8			856.5			(1,523.9	)		64,965.8
Operating income (loss)		—			964.7			59.3			724.9			109.8			—			1,858.7
Undistributed gain from joint venture		—			4.7			4.7			—			—			—			9.4
Interest expense, net		(251.4	)		(153.0	)		(40.2	)		(3.3	)		(9.2	)		—			(457.1	)
Income (loss) before income taxes		(251.4	)		816.4			23.8			721.6			100.6			—			1,411.0
Provision (benefit) for income taxes		(97.6	)		364.2			9.1			307.9			18.6			—			602.2
Net income (loss) from continuing operations		(153.8	)		452.2			14.7			413.7			82.0			—			808.8
Equity in earnings of subsidiaries		962.6			463.4			32.3			—			—			(1,458.3	)		—
Net income (loss)		808.8			915.6			47.0			413.7			82.0			(1,458.3	)		808.8
Other comprehensive income (loss), net of tax		(0.4	)		3.1			(3.5	)		—			(0.4	)		0.8			(0.4	)
Comprehensive income	$	808.4		$	918.7		$	43.5		$	413.7		$	81.6		$	(1457.5	)	$	808.4
For the three months ended June 30, 2012
Revenues	$	—		$	7,515.6		$	14,504.9		$	6,024.9		$	466.9		$	(819.8	)	$	27,692.5
Operating expenses		—			7,218.4			14,631.8			5,752.0			414.4			(819.8	)		27,196.8
Operating income (loss)		—			297.2			(126.9	)		272.9			52.5			—			495.7
Undistributed gain from joint venture		—			2.2			2.1			—			—			—			4.3
Interest (expense) income, net		(96.1	)		(51.5	)		(22.2	)		1.1			(4.2	)		—			(172.9	)
Income (loss) before income taxes		(96.1	)		247.9			(147.0	)		274.0			48.3			—			327.1
Provision (benefit) for income taxes		(33.0	)		143.7			(56.3	)		117.0			6.1			—			177.5
Net income (loss) from continuing operations		(63.1	)		104.2			(90.7	)		157.0			42.2			—			149.6
Equity in earnings of subsidiaries		212.7			143.8			55.4			—			—			(411.9	)		—
Net income (loss)		149.6			248.0			(35.3	)		157.0			42.2			(411.9	)		149.6
Other comprehensive income (loss), net of tax		(10.5	)		(2.3	)		(8.2	)		—			(10.5	)		21.0			(10.5	)
Comprehensive income	$	139.1		$	245.7		$	(43.5	)	$	157.0		$	31.7		$	(390.9	)	$	139.1
For the six months ended June 30, 2012
Revenues	$	—		$	15,078.0		$	14,504.9		$	10,509.5		$	552.5		$	(819.8	)	$	39,825.1
Operating expenses		—			14,438.1			14,631.8			10,044.6			470.2			(819.8	)		38,764.9
Operating income (loss)		—			639.9			(126.9	)		464.9			82.3			—			1,060.2
Undistributed gain from joint venture		—			2.2			2.1			—			—			—			4.3
Interest expense, net		(155.9	)		(119.7	)		(22.2	)		—			(4.8	)		—			(302.6	)
Income (loss) before income taxes		(155.9	)		522.4			(147.0	)		464.9			77.5			—			761.9
Provision (benefit) for income taxes		(56.2	)		250.1			(56.3	)		197.5			9.4			—			344.5
Net income (loss) from continuing operations		(99.7	)		272.3			(90.7	)		267.4			68.1			—			417.4
Equity in earnings of subsidiaries		517.1			280.1			55.4			—			—			(852.6	)		—
Net income (loss)		417.4			552.4			(35.3	)		267.4			68.1			(852.6	)		417.4
Other comprehensive income (loss), net of tax		(8.9	)		(0.7	)		(8.2	)		—			(8.9	)		17.8			(8.9	)
Comprehensive income	$	408.5		$	551.7		$	(43.5	)	$	267.4		$	59.2		$	(834.8	)	$	408.5

2