Express Scripts 2013 Annual Report Download - page 119

119 Express Scripts 2013 Annual Report
Exhibit
No. Title
10.25(3) 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, File No. 000-20199.
10.26 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 Holding
Company’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, File No. 000-20199.
10.27 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, File No. 000-20199.
11 Statement regarding computation of earnings per share (See Note 1 to the audited consolidated financial
statements).
12.1(2) Statement regarding computation of ratio of earnings to fixed charges.
21.1(2) Subsidiaries of Express Scripts Holding Company.
23.1(2) Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
31.1(2) Certification by George Paz, as Chairman and Chief Executive Officer of Express Scripts Holding Company,
pursuant to Exchange Act Rule 13a-14(a).
31.2(2) Certification by Cathy Smith, as Executive Vice President and Chief Financial Officer of Express Scripts Holding
Company, pursuant to Exchange Act Rule 13a-14(a).
32.1(2) Certification by George Paz, as Chairman and Chief Executive Officer of Express Scripts Holding Company,
pursuant to 18 U.S.C.ss.1350 and Exchange Act Rule 13a-14(b).
32.2(2) Certification by Cathy Smith, as Executive Vice President and Chief Financial Officer of Express Scripts Holding
Company, pursuant to 18 U.S.C.ss. 1350 and Exchange Act Rule 13a-14(b).
101.1 XBRL Taxonomy Instance Document.
101.2 XBRL Taxonomy Extension Schema Document.
101.3 XBRL Taxonomy Extension Calculation Linkbase Document.
101.4 XBRL Taxonomy Extension Definition Linkbase Document.
101.5 XBRL Taxonomy Extension Label Linkbase Document.
101.6 XBRL Taxonomy Extension Presentation Linkbase Document.
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.
3 Management contract or compensatory plan or arrangement.