Express Scripts 2012 Annual Report Download - page 107

Express Scripts 2012 Annual Report 105
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Item 9 — Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A — Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer,
evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2012. Based on
this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2012,
our disclosure controls and procedures were (1) designed to ensure that material information relating to us, including
our consolidated subsidiaries, is made known to our Chief Executive Officer and Chief Financial Officer by others
within those entities, particularly during the period in which this report was being prepared, and (2) effective, in that
they provide reasonable assurance that information required to be disclosed by us in the reports that we file or
submit under the Exchange Act are recorded, processed, summarized and reported within the time periods specified
in the SEC’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure
that information required to be disclosed by us in the reports that we file or submit under the Exchange Act are
accumulated and communicated to the appropriate members of our management team, including our Chief
Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required
disclosure.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial
reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act). Under the supervision and with the
participation of our management, including our Chairman and Chief Executive Officer and our Executive Vice
President and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over
financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal
Control — Integrated Framework, our management concluded that our internal control over financial reporting was
effective as of December 31, 2012.
The effectiveness of our internal control over financial reporting as of December 31, 2012, has been
audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report
which is set forth in Part II — Item 8 of this annual report on Form 10-K.
Changes in Internal Control Over Financial Reporting
On April 2, 2012, the Merger was consummated between ESI and Medco. As a result of the Merger, the
Company has incorporated internal controls over significant processes specific to the Merger that it believes to be
appropriate and necessary in consideration of the level of related integration. As the Company further integrates the
Medco business, it will continue to review the internal controls and may take further steps to ensure that the internal
controls are effective and integrated appropriately.
Except for the paragraph above, no change in our internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter ended December 31, 2012 that
has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B — Other Information
None.