MHS / Medco Health Solutions Inc - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

CALCULATION OF REGISTRATION FEE Title of each Class of Securities to be Registered Proposed Maximum Aggregate Offering Price Amount of Registration Fee (1) 1.25% Senior Notes due 2017 2.25% Senior Notes due 2019 3.50% Senior Notes due 2024 $2,500,000

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-196442 CALCULATION OF REGISTRATION FEE Title of each Class of Securities to be Registered Proposed Maximum Aggregate Offering Price Amount of Registration Fee (1) 1.25% Senior Notes due 2017 2.25% Senior Notes due 2019 3.50% Senior Notes due 2024 $2,500,000,000 $322,000 (1) The filing fee is calculated in accordance with

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

Exhibit 25.1 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 Associ

EXPRESS SCRIPTS HOLDING COMPANY Calculation of Ratio of Earnings to Fixed Charges (Dollar amounts in millions) Three Months Ended March 31, Year Ended December 31, 2014 2013 2013 2012 2011 2010 2009 Income from continuing operations before income tax

EX-12.1 EXHIBIT 12.1 EXPRESS SCRIPTS HOLDING COMPANY Calculation of Ratio of Earnings to Fixed Charges (Dollar amounts in millions) Three Months Ended March 31, Year Ended December 31, 2014 2013 2013 2012 2011 2010 2009 Income from continuing operations before income taxes(1) $ 594.1 $ 629.3 $ 3,012.0 $ 2,188.5 $ 2,027.1 $ 1,908.7 $ 1,308.4 Add: Interest expense(2) 124.5 148.4 529.1 619.0 299.7 16

- FORM S-3ASR

Form S-3ASR Table of Contents As filed with the Securities and Exchange Commission on June 2, 2014 Registration No.

SUBJECT TO COMPLETION, DATED JUNE 2, 2014

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-196442 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and they are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is

EXPRESS SCRIPTS HOLDING COMPANY

424B3 Filed Pursuant to Rule 424(b)(3) File Number 333-185035 PROSPECTUS EXPRESS SCRIPTS HOLDING COMPANY Offer to exchange $900.

SUBSIDIARIES OF EXPRESS SCRIPTS HOLDING COMPANY

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.

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 REGIS

EX-99.1 8 d406613dex991.htm 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

Report of Independent Registered Public Accounting Firm

EX-99.4 11 d406613dex994.htm 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

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 Securi

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 fo

MEDCO HEALTH SOLUTIONS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (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 ac

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 Scr

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 Securi

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 exc

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

EX-25 7 d406613dex25.htm 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 specifie

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

EX-12 3 d406613dex12.htm 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

1 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 —

EX-99.6 13 d406613dex996.htm 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 present

- S-4

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

- FORM 15

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 1-31312 Medco Health Solutions, Inc. (Exact name of registrant as specified

- FORM 15

Form 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 1-31312 Medco Health Solutions, Inc. (Exact name of registrant as s

- FORM 25

Form 25 OMB APPROVAL OMB Number: 3235-0080 Expires: December 31, 2014 Estimated average burden hours per response…….

- S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on April 11, 2012 Registration No.

- S-8 POS

As filed with the Securities and Exchange Commission on April 11, 2012 Registration No.

- S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on April 11, 2012 Registration No.

- S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on April 11, 2012 Registration No.

SECOND SUPPLEMENTAL INDENTURE

Second Supplemental Indenture Exhibit 4.5 SECOND SUPPLEMENTAL INDENTURE SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of April 2, 2012, among Medco Health Solutions, Inc., a Delaware corporation (the “Company”), the existing subsidiary guarantors listed as signatories hereto (each, an “Existing Guarantor” and collectively, the “Existing Guarantors”), the entities l

SUBSIDIARY GUARANTY

Exhibit 4.6 EXECUTION COPY SUBSIDIARY GUARANTY This SUBSIDIARY GUARANTY is entered into as of April 2, 2012, by and among THE UNDERSIGNED (each a “Guarantor”, and, together with any Additional Guarantors (as hereinafter defined), collectively the “Guarantors”) in favor of and for the benefit of Credit Suisse AG, Cayman Islands Branch, as agent for and representative of (in such capacity herein cal

FIRST SUPPLEMENTAL INDENTURE

Exhibit 4.3 FIRST SUPPLEMENTAL INDENTURE The Supplemental Indenture (this “First Supplemental Indenture”), dated as of April 2, 2012, among Medco Health Solutions, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), Express Scripts Holding Company (formerly Aristotle Holding, Inc.), a Delaware corporation, its subsidiaries listed as signatories

EIGHTH SUPPLEMENTAL INDENTURE

Exhibit 4.2 EIGHTH SUPPLEMENTAL INDENTURE The Eighth Supplemental Indenture (this “Eighth Supplemental Indenture”), dated as of April 2, 2012, among Express Scripts, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), the Guarantors listed as signatories hereto (each, an “Existing Guarantor” and collectively, the “Existing Guarantors”), Medco He

EIGHTH SUPPLEMENTAL INDENTURE

EX-4.1 2 d330289dex41.htm EIGHTH SUPPLEMENTAL INDENTURE Exhibit 4.1 EIGHTH SUPPLEMENTAL INDENTURE The Eighth Supplemental Indenture (this “Eighth Supplemental Indenture”), dated as of April 2, 2012, among Express Scripts Holding Company (formerly Aristotle Holding, Inc.), a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), the Guarantors listed as sig

Financial Statements and Exhibits, Other Events - CURRENT REPORT

Current report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 6, 2012 (April 2, 2012) MEDCO HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 1-31312 22-3461740 (State or other Jurisdicti

FIRST SUPPLEMENTAL INDENTURE

Exhibit 4.4 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of April 2, 2012, among Medco Health Solutions, Inc., a Delaware corporation (the “Company”), the entities listed on Schedule I hereto, each a subsidiary of the Company (each, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”), and U.S. Bank Trust National Ass

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on April 16, 2012, pursuant to the provisions of Rule 12d2-2 (a).

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 2, 2012 MEDCO HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 1-31312 22-3461740 (State or other Jurisdiction of Incorporation) (

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION MEDCO HEALTH SOLUTIONS, INC.

Amended and Restated Certificate of Incorporation of the Company Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MEDCO HEALTH SOLUTIONS, INC. FIRST: The name of the Corporation is Medco Health Solutions, Inc. (hereinafter the “Corporation”). SECOND: The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Cou

BY-LAWS MEDCO HEALTH SOLUTIONS, INC. A Delaware Corporation Effective April 2, 2012 TABLE OF CONTENTS Page ARTICLE I OFFICES Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. Place of Meetings 1

Amended and Restated Bylaws of the Company Exhibit 3.2 BY-LAWS OF MEDCO HEALTH SOLUTIONS, INC. A Delaware Corporation Effective April 2, 2012 TABLE OF CONTENTS Page ARTICLE I OFFICES Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. Place of Meetings 1 Section 2. Annual Meetings 1 Section 3. Special Meetings 2 Section 4. Notice 2 Section 5. Ad

Annual Report - 10-K/A

10-K/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Other Events - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2012 MEDCO HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-31312 22-3461740

SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF SAN FRANCISCO THE PEOPLE OF THE STATE OF CALIFORNIA, Case No. COMPLAINT FOR EQUITABLE RELIEF Plaintiff, v. MEDCO HEALTH SOLUTIONS, INC. Defendant.

Exhibit 99.1 KAMALA D. HARRIS Attorney General of California KATHLEEN E. FOOTE Senior Assistant Attorney General 455 Golden Gate Avenue, Suite 11000 San Francisco, CA 94102-7004 CHERYL L. JOHNSON Deputy Attorney General State Bar No. 66321 300 S. Spring Street, Suite 1700 Los Angeles, CA 90013 Telephone: (213) 897-2688 Fax: (213) 897-2801 E-mail: [email protected] Attorneys for Plaintiff T

Financial Statements and Exhibits, Other Events - FORM 8-K

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 22, 2012 MEDCO HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 1-31312 22-3461740 (State or other jurisdiction of incorporation)

SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF SAN FRANCISCO THE PEOPLE OF THE STATE OF CALIFORNIA, Case No. Plaintiff, STIPULATED FINAL JUDGMENT v. MEDCO HEALTH SOLUTIONS, INC., Defendant.

Exhibit 99.3 KAMALA D. HARRIS Attorney General of California KATHLEEN E. FOOTE Senior Assistant Attorney General 455 Golden Gate Avenue, Suite 11000 San Francisco, CA 94102-7004 CHERYL L. JOHNSON Deputy Attorney General State Bar No. 66321 300 S. Spring Street, Suite 1700 Los Angeles, California 90013 Telephone: (213) 897-2688 Fax: (213) 897-2801 E-mail: [email protected] Attorneys for Pla

SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF SAN FRANCISCO THE PEOPLE OF THE STATE OF CALIFORNIA, Case No. Plaintiff, JOINT MOTION FOR ENTRY OF JUDGMENT v. MEDCO HEALTH SOLUTIONS, INC. Defendant.

EX-99.4 5 d322668dex994.htm EX-99.4 Exhibit 99.4 KAMALA D. HARRIS Attorney General of California KATHLEEN E. FOOTE Senior Assistant Attorney General 455 Golden Gate Avenue, Suite 11000 San Francisco, CA 94102-7004 CHERYL L. JOHNSON Deputy Attorney General State Bar No. 66321 300 S. Spring Street, Suite 1700 Los Angeles, CA 90013 Telephone: (213) 897-2688 Fax: (213) 897-2801 E-mail: Cheryl.Johnson@

SETTLEMENT AGREEMENT AND RELEASE

EX-99.2 Exhibit 99.2 SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release (this “Agreement”), dated as of March 22 , 2012, is made and entered into by and among the People of the State of California and Medco Health Solutions, Inc. (“Medco”), (collectively, “the Parties”). RECITALS WHEREAS, the State of California in its law enforcement capacity through the Office of the Attorney

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2012 MEDCO HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 1-31312 22-3461740 (State or other Jurisdiction of Incorporation) (Commissi

Exhibit 10.2

Exhibit 10.2 Exhibit 10.2 EXECUTION VERSION Published CUSIP Number: 58405XAJ5 CREDIT AGREEMENT dated as of January 23, 2012 among MEDCO HEALTH SOLUTIONS, INC., as Borrower THE LENDERS AND ISSUING BANK PARTY HERETO and JPMORGAN CHASE BANK, N.A., as Administrative Agent BANK OF AMERICA, N.A. and CITICORP NORTH AMERICA, INC., as Syndication Agents MIZUHO CORPORATE BANK, LTD. and THE BANK OF TOKYO-MIT

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 21, 2012 MEDCO HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 1-31312 22-3461740 (State or other jurisdiction of incorporatio

Exhibit 12.1

Exhibit 12.1 Exhibit 12.1 MEDCO HEALTH SOLUTIONS, INC. Computation of Ratios of Earnings to Fixed Charges (In millions, except ratio data) Years Ended Dec. 31, Dec. 25, Dec. 26, Dec. 27, Dec. 29, 2011 2010 2009 2008 2007 Income before taxes $ 2,375.8 $ 2,334.2 $ 2,103.3 $ 1,790.8 $ 1,503.3 One-third of rents 36.3 30.1 25.1 24.8 20.6 Interest expense 208.5 172.5 172.5 233.7 134.2 Equity loss from a

Annual Report - FORM 10-K

Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Medco Delivers Record Fourth-Quarter and Full-Year 2011 Earnings Fourth-Quarter 2011 GAAP Diluted EPS of $1.08, Up 22.7 Percent; Diluted EPS of $1.14 Excluding Merger-Related Expenses, Up 29.5 Percent; Diluted EPS Excluding All Intangible Amortizatio

Exhibit 99.1 FOR RELEASE AT 6:30 A.M. ET, TUESDAY, FEB. 21, 2012 Investors: Valerie Haertel Media: Lowell Weiner (201) 269-5781 (201) 269-6986 [email protected] [email protected] Medco Delivers Record Fourth-Quarter and Full-Year 2011 Earnings Fourth-Quarter 2011 GAAP Diluted EPS of $1.08, Up 22.7 Percent; Diluted EPS of $1.14 Excluding Merger-Related Expenses, Up 29.5 Percent; Diluted

Exhibit 21.1

Exhibit 21.1 MEDCO HEALTH SOLUTIONS, INC. List of Wholly-Owned Subsidiaries As of December 31, 2011 Jurisdiction of Subsidiary Name Incorporation/Formation 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 B

Important Notice to Directors and Executive Officers of Medco Health Solutions, Inc. Concerning Possible Blackout Period and Regulation BTR Trading Restrictions

Notice of Blackout Period Exhibit 99.1 Important Notice to Directors and Executive Officers of Medco Health Solutions, Inc. Concerning Possible Blackout Period and Regulation BTR Trading Restrictions The merger between Medco Health Solutions, Inc. (“Medco”) and Express Scripts, Inc. (“Express Scripts”), which is expected to occur sometime in the first half of 2012, will result in an exchange of Me

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2012 (February 10, 2012) MEDCO HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 1-31312 22-3461740 (State or other Jurisdiction of I

Temporary Suspension of Trading Under Registrant's Employee Benefit Plans, Financial Statements and Exhibits - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2012 (February 10, 2012) MEDCO HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 1-31312 22-3461740 (State or other Jurisdic

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 31, 2012 MEDCO HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 1-31312 22-3461740 (State or other jurisdiction of incorporation