Express Scripts 2015 Annual Report Download

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PHARMACY.SMARTER.
Clients and members are at the center
of everything we do.
Caring for millions, one patient at a time
ANNUAL
REPORT
2015

Table of contents

  • Page 1
    ANNUAL REPORT 2015 PHARMACY.SMARTER. Clients and members are at the center of everything we do. Caring for millions, one patient at a time

  • Page 2
    ... plan sponsors, taking bold action and delivering patient-centered care to make better health more affordable and accessible. Headquartered in St. Louis, Express Scripts provides integrated pharmacy benefit management services, including network-pharmacy claims processing, home delivery pharmacy...

  • Page 3
    ...treated by experts from our Accredo® specialty pharmacy; or a parent picking up a prescription at a retail pharmacy counter for their child, Express Scripts is there, standing with our patients and clients to ensure they get the most value from their medicine. 1 Express Scripts 2015 Annual Report

  • Page 4
    ... very human way to evaluate whether we do our job well: did we help someone live better through our work? John's mother would say Accredo and Liz most certainly did. Aligned with our more than 3,000 clients, we take bold actions that change healthcare. In 2015, nearly 50,000 Express Scripts patients...

  • Page 5
    ... Houston Senior Vice President, Operations David Queller Senior Vice President, Sales and Account Management Sara Wade Senior Vice President and Chief Human Resources Officer Martin Akins Senior Vice President, General Counsel and Corporate Secretary 3 Express Scripts 2015 Annual Report

  • Page 6
    ...$0 2010 2011 2012 2013 2014 2015 Years Ended * The S&P 500 index and the S&P 500 - Health Care index are included for comparative purposes only. They do not necessarily reï¬,ect management's opinion that such indices are an appropriate measure of the relative performance of the stock involved, and...

  • Page 7
    ...SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO . Commission File Number: 1-35490 EXPRESS SCRIPTS HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) One Express Way, St. Louis, MO (Address...

  • Page 8
    ... network of retail pharmacies, our home delivery pharmacies and our specialty pharmacies. Revenues from the delivery of prescription drugs to our members represented 98.0% of our revenues in 2015, 98.4% in 2014 and 98.8% in 2013. Revenues from services, such as Express Scripts 2015 Annual Report...

  • Page 9
    ... number is 314.996.0900 and our website is www.express-scripts.com. Information included on our website is not part of this annual report. Products and Services Pharmacy Benefit Management Services Overview. Our core PBM services involve management of prescription drug utilization to drive high...

  • Page 10
    ...clients select standard formularies, governed by our National Pharmacy & Therapeutics Committee ("National P&T Committee"), a panel composed of independent physicians and pharmacists in active clinical practice, representing a variety of specialties and practice settings Express Scripts 2015 Annual...

  • Page 11
    ...clients by providing several Medicare program options: the Retiree Drug Subsidy ("RDS") program, which is offered by CMS to reimburse municipalities, unions and private employers for a portion of their eligible expenses for retiree prescription drug benefits; the Employer-Sponsored Group Waiver Plan...

  • Page 12
    ...Resource Center services home delivery pharmacy services specialty pharmacy, including the distribution of fertility pharmaceuticals, requiring special handling or packaging retail network pharmacy administration benefit design consultation drug utilization review Express Scripts 2015 Annual Report...

  • Page 13
    ...insurers, third-party administrators, employers, union-sponsored benefit plans, workers' compensation plans, government health programs, providers, clinics, hospitals and others. Express Scripts provides pharmacy network services and home delivery and specialty pharmacy services to the United States...

  • Page 14
    .... Company Operations General. As of December 31, 2015, our United States PBM segment operated four high-volume automated dispensing home delivery pharmacies, one non-automated dispensing home delivery pharmacy, several non-dispensing order processing centers, patient contact centers, specialty drug...

  • Page 15
    ... in the Medicare Part B program, which covers certain costs for services provided by Medicare participating physicians and suppliers and durable medical equipment. We also participate in many state Medicaid programs directly or indirectly through our clients who are Medicaid managed care contractors...

  • Page 16
    ... applicable to our DoD arrangement and other clients that may be subject to government procurement regulations. In addition, certain of our clients participate as contracting carriers in the Federal Employees Health Benefits Program administered by the Office of Personnel Management, which includes...

  • Page 17
    ... health plan coverage of specific drugs if deemed medically necessary by the prescribing physician. States are also standardizing the process for, and restricting the use of, utilization management rules and shortening the time frames within which prescription drug prior authorization determinations...

  • Page 18
    ... supply of the product to be sold, to fill mail orders within thirty days and to provide clients with refunds when appropriate. The United States Postal Service also has significant statutory authority to restrict the delivery of drugs and medicines through the mail. Express Scripts 2015 Annual...

  • Page 19
    ... concerning pharmaceutical company revenue, as well as prescribing processes for prescription switching programs and client and provider audit terms. Other states are considering similar legislation, and as more states consider these bills it will be difficult to manage the distinct requirements...

  • Page 20
    ... certain service marks including "EXPRESS SCRIPTS®," "MEDCO®," "ACCREDO®," "CONSUMEROLOGY®," "UBC®," "MY RX CHOICES®," "RATIONALMED®," "SCREENRX®," "EXPRESS ALLIANCE®," "EXPRESS SCRIPTS MEDICARE®," "EXPRESS ADVANTAGE NETWORK®," "HEALTH DECISION SCIENCE®," "THERAPEUTIC RESOURCE CENTER...

  • Page 21
    ... 2016 annual meeting of stockholders. Mr. Slusser was named Executive Vice President and Chief Financial Officer of the Company in September 2015. Prior to joining Express Scripts, Mr. Slusser served as Executive Vice President, Chief Financial Officer and Treasurer of Gentiva Health Services, Inc...

  • Page 22
    ... 2015, as Vice President, Legal and Business Development from April 2012 to July 2014, and as Assistant General Counsel from April 2010 to April 2012. Prior to joining Express Scripts in March 2008, Mr. McGinnis held various legal and business development roles with American Water Works Company...

  • Page 23
    ... with covenants relating to our indebtedness and our access to the credit markets in general the delay, reduction, suspension or cancellation of government spending or appropriations relating to our business • • • • • • • • • • 21 Express Scripts 2015 Annual Report

  • Page 24
    ...our clients are well informed and organized and can easily move between our competitors and us as our client contracts are generally three years. Many clients work through knowledgeable consultants and our larger clients typically seek competing bids from our competitors prior to contract expiration...

  • Page 25
    ... and review of formularies • state insurance regulations applicable to our insurance subsidiaries • information privacy and security laws and regulations, including those under the HIPAA omnibus rule • Medicare prescription drug program participation requirements including coverage standards...

  • Page 26
    ... 1 above (see "Part I - Item 1 - Business - Clients"), we have long-term contracts with Anthem and the United States Department of Defense ("DoD"). These two clients collectively represented 29.4% and 25.9% of our revenues during 2015 and 2014, respectively. Express Scripts 2015 Annual Report 24

  • Page 27
    ...in mail order processing, the unavailability of services or products (including drugs) provided by suppliers or pharmaceutical manufacturers, vendors or shipping carriers, labor disruptions, or unanticipated disruptions at our mail order facilities, call centers, data centers or corporate facilities...

  • Page 28
    ... and our results of operations. In addition, due to the availability of Medicare Part D, some of our employer clients may stop providing pharmacy benefit coverage to retirees, instead allowing retirees to choose their own Medicare Part D plans, which could cause a reduction in utilization for our...

  • Page 29
    ... or the failure of key employees to successfully transition into new roles, including the role of Chief Executive Officer, could have a material adverse effect on our business and results of operations. While we have succession plans in place and employment 27 Express Scripts 2015 Annual Report

  • Page 30
    ...which could impact margins, or our ability to obtain new clients or retain existing clients our clients, or potential clients, may be less willing to purchase additional products and services from us, which would impact our financial performance • • • Express Scripts 2015 Annual Report 28

  • Page 31
    ...Our St. Louis, Missouri facility houses our corporate headquarters and accommodates our executive and corporate functions. Our PBM home delivery pharmacy operations consist of eight order processing pharmacies located throughout the United States, as well as eight contact centers and five mail order...

  • Page 32
    ...al. v. Medco Health Solutions, Inc., Accredo Health Group, Inc., and Hemophilia Health Services, Inc. (United States District Court for the District of New Jersey) (unsealed February 2013). This qui tam case was filed under seal in January 2012 and the government declined to intervene. The complaint...

  • Page 33
    ...information regarding ESI's and Medco's client relationships from 2009 to the present. The Company intends to cooperate with the inquiry and is not able to predict with certainty the timing or outcome of this matter. • Investigations under the federal False Claims Act and most state false claims...

  • Page 34
    ... Matters Market Information. Our common stock is traded on the Nasdaq Global Select Market ("Nasdaq") under the symbol "ESRX." The high and low prices, as reported by the Nasdaq, are set forth below for the periods indicated. Fiscal Year 2015 Common Stock High Low Fiscal Year 2014 High Low First...

  • Page 35
    ... per share data) 2015 2014 2013 2012(1) 2011 Statement of Operations Data (for the Year Ended December 31): Revenues(2) Cost of revenues(2) Gross profit Selling, general and administrative Operating income Other expense, net Income before income taxes Provision for income taxes Net income from...

  • Page 36
    ... Fertility claims; and (c) drugs distributed through patient assistance programs. (9) Includes an adjustment to certain network claims to reflect an approximate 30-day equivalent fill and reflects home delivery claims multiplied by 3, as home delivery claims typically cover a time period 3 times...

  • Page 37
    ... to Express Scripts per adjusted claim, are each affected by the changes in claims volume between retail and home delivery and the relative representation of brand-name, generic and specialty pharmacy drugs, as well as the level of efficiency in the business. 35 Express Scripts 2015 Annual Report

  • Page 38
    ... prescription drugs from our home delivery and specialty pharmacies. Service revenues include administrative fees associated with the administration of retail pharmacy networks contracted by certain clients, medication counseling services and certain specialty distribution services. Tangible product...

  • Page 39
    ... delivery pharmacies as compared to acute medications which are primarily dispensed by pharmacies in our retail networks. In 2011, Medco Health Solutions, Inc. ("Medco") announced its pharmacy benefit services agreement with UnitedHealth Group would not be renewed; although we continued to provide...

  • Page 40
    ... an increase in the generic fill rate and lower claims volume in general, partially offset by inflation on branded drugs. Our network generic fill rate increased to 83.7% of total network claims in 2014 as compared to 81.6% in 2013. Home delivery and specialty revenues increased $1,061.9 million, or...

  • Page 41
    ...client has been received throughout 2014. PROVISION FOR INCOME TAXES Our effective tax rate from continuing operations attributable to Express Scripts was 35.3% for the year ended December 31, 2015, compared to 33.6% and 36.4% for 2014 and 2013, respectively. 39 Express Scripts 2015 Annual Report

  • Page 42
    ... in accruals. Employee stock-based compensation expense decreased $53.7 million in 2014 from 2013 due to acceleration of stock-based compensation expense and award vesting associated with the termination of certain Medco employees following the Merger. Express Scripts 2015 Annual Report 40

  • Page 43
    ... our available credit sources will be sufficient to meet our cash needs and make scheduled payments for our contractual obligations and current capital commitments over the next 12 months. However, if needs arise, we may decide to secure external capital to provide additional liquidity. New sources...

  • Page 44
    ... Medco are also subject to an interest rate adjustment in the event of a downgrade in the ratings to below investment grade. At December 31, 2015, we were in compliance with all covenants associated with our debt instruments. See Note 6 - Financing for more information. Express Scripts 2015 Annual...

  • Page 45
    ... in exchange for those goods or services. In July 2015, the FASB delayed the effective date of the standard by one year. The new guidance is effective for financial statements issued for annual reporting periods beginning after December 15, 2017 and early 43 Express Scripts 2015 Annual Report

  • Page 46
    ...business one level below the segment level. Our reporting units represent businesses for which discrete financial information is available and reviewed regularly by segment management. Guidance related to goodwill impairment testing provides an option to first assess qualitative factors to determine...

  • Page 47
    ... legal environment and the number and nature of claims could impact our estimate. INCOME TAXES ACCOUNTING POLICY 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...

  • Page 48
    ... formulary management services, but do not process the underlying claims, we record rebates received from manufacturers, net of the portion payable to customers, in revenues. MEDICARE PRESCRIPTION DRUG PROGRAM Our revenues include premiums associated with our Medicare Part D prescription drug plan...

  • Page 49
    ...Express Scripts Holding Company: In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Express Scripts Holding Company and its subsidiaries at December 31, 2015 and December 31, 2014...

  • Page 50
    EXPRESS SCRIPTS HOLDING COMPANY CONSOLIDATED BALANCE SHEET December 31, (in millions) 2015 2014 Assets Current assets: Cash and cash equivalents Receivables, net Inventories Deferred taxes Prepaid expenses and other current assets Total current assets Property and equipment, net Goodwill Other ...

  • Page 51
    EXPRESS SCRIPTS HOLDING COMPANY CONSOLIDATED STATEMENT OF OPERATIONS Year Ended December 31, (in millions, except per share data) 2015 2014 2013 Revenues Cost of revenues(1) Gross profit Selling, general and administrative Operating income Other (expense) income: Interest income and other Interest ...

  • Page 52
    EXPRESS SCRIPTS HOLDING COMPANY CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Year Ended December 31, (in millions) 2015 2014 2013 Net income Other comprehensive loss: Foreign currency translation loss Comprehensive income Less: Comprehensive income attributable to non-controlling interest ...

  • Page 53
    ...unearned compensation under employee plans Exercise of stock options Tax benefit relating to employee stock compensation Distributions to non-controlling interest Balance at December 31, 2014 Net income Other comprehensive loss Treasury stock acquired Common stock issued under employee plans, net of...

  • Page 54
    ...income taxes Employee stock-based compensation expense Other, net Changes in operating assets and liabilities Accounts receivable Inventories Other current and noncurrent assets Claims and rebates payable Accounts payable Accrued expenses Other current and noncurrent liabilities Net cash provided by...

  • Page 55
    ... SCRIPTS HOLDING COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Summary of significant accounting policies Organization and operations. We are the largest stand-alone pharmacy benefit management ("PBM") company in the United States, providing healthcare management and administration services...

  • Page 56
    which include discounts and claims adjustments issued to the customers in the form of client credits. Refer to our "Revenue recognition" section below for more information regarding these estimates that reduce revenue. As a percent of accounts receivable, our accounts receivable reserves were 10.6% ...

  • Page 57
    ... our home delivery and specialty pharmacies, processing claims for prescriptions filled by retail pharmacies in our networks, and providing services to drug manufacturers, including administration of discount programs (see also "Rebate accounting" below). Revenues from dispensing prescriptions from...

  • Page 58
    ... the claim is processed. When we independently have a contractual obligation to pay our network pharmacy providers for benefits provided to our clients' members, we act as a principal in the arrangement and we include the total prescription price as revenues. Although we generally do not have credit...

  • Page 59
    ... co-payments derived from providing PBM services, as a component of revenues on the consolidated statement of operations. Our cost of revenues includes the cost of drugs dispensed by our home delivery pharmacies or retail network for members covered under our Medicare Part D PDP product offerings...

  • Page 60
    ... information regarding stock-based compensation plans. Pension plan. We have elected to determine the projected benefit obligation for the cash balance pension plan as the value of the benefits to which employees participating in the plan would be entitled if they separated from service immediately...

  • Page 61
    ... 31, 2015. In May 2014, the FASB issued Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers, which supersedes ASC 605, Revenue Recognition. The new standard requires companies to recognize revenues upon transfer of goods or services to customers in amounts...

  • Page 62
    ... December 31, 2015 and 2014, respectively. We capitalized $172.8 million of internally developed software during 2015. Under certain of our operating leases for facilities in which we operate home delivery and specialty pharmacies, we are required to remove improvements and equipment upon surrender...

  • Page 63
    ... expense is $95.1 million, $112.4 million and $114.0 million for customer contracts related to a PBM agreement which is included as an offset to revenues for the years ended December 31, 2015, 2014 and 2013, respectively. Following is a summary of the expected aggregate amortization of other...

  • Page 64
    ... notes 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 Express Scripts (if issued by either Medco or ESI) and by most of...

  • Page 65
    ...% senior notes due 2018 issued by Medco are also subject to an interest rate adjustment in the event of a downgrade in the ratings to below investment grade. At December 31, 2015, we were in compliance with all covenants associated with our debt instruments. 63 Express Scripts 2015 Annual Report

  • Page 66
    ... 2014 2013 Statutory federal income tax rate State taxes, net of federal benefit Non-controlling interest Investment in foreign subsidiaries Other, net Effective tax rate 35.0% 0.7 (0.2) - (0.2) 35.3% 35.0% 2.0 (0.3) - (3.1) 33.6% 35.0% 2.6 (0.3) (0.7) (0.2) 36.4% Express Scripts 2015 Annual...

  • Page 67
    ... taxes in our consolidated statement of operations for the year ended December 31, 2015, as compared to $23.5 million and $22.8 million in expenses for the years ended December 31, 2014 and 2013, respectively. We also recorded interest and penalties through 65 Express Scripts 2015 Annual Report

  • Page 68
    ... our prior year tax positions by $56.8 million, which impacted our effective tax rate. The Internal Revenue Service ("IRS") is currently examining ESI's 2010 and 2011 and Express Scripts's combined 2012 consolidated United States federal income tax returns. Our federal income tax audit uncertainties...

  • Page 69
    ...31, 2015, 2014 and 2013, we had contribution expense of approximately $69.8 million, $75.3 million and $79.9 million, respectively. Contributions under the plan are subject to aggregate limits required under the Internal Revenue Code. Employee stock purchase plan. We offer an employee stock purchase...

  • Page 70
    ... 31, 2015, 2014 and 2013, the windfall tax benefit related to stock options exercised during the year was $58.2 million, $94.0 million and $42.7 million, respectively, and is classified as a financing cash inflow on the consolidated statement of cash flows. Express Scripts 2015 Annual Report 68

  • Page 71
    ... of the following components: Year Ended December 31, (in millions) 2015 2014 2013 Interest cost Actual loss (gain) on plan assets Net actuarial loss (gain) Net expense (benefit) $ $ 0.3 1.5 - 1.8 $ 0.4 $ (6.3) 0.1 (5.8) $ $ 0.5 (15.3) (0.4) (15.2) 69 Express Scripts 2015 Annual Report

  • Page 72
    ... 31, 2015 and 2014, and are recognized in "Other liabilities" on our consolidated balance sheet. Actuarial assumptions. We have elected an accounting policy that measures the pension plan's benefit obligation as if participants were to separate immediately. As a result, a discount rate is not...

  • Page 73
    ... millions) Hedge Fund Balance at December 31, 2013 Net purchases, sales and issuances Unrealized gains Balance at December 31, 2014 Net purchases, sales and issuances Unrealized gains Balance at December 31, 2015 $ 42.9 (10.0) 1.5 34.4 (6.0) 1.4 29.8 $ $ 71 Express Scripts 2015 Annual Report

  • Page 74
    ... and current business plans. These future purchase commitments as of December 31, 2015 are summarized below (in millions): Year Ended December 31, Future Purchase Commitments 2016 2017 2018 2019 2020 Thereafter Total $ $ 166.8 46.1 19.8 8.1 1.5 - 242.3 Express Scripts 2015 Annual Report 72

  • Page 75
    ... of a bi-annual survey of retail drug prices. In March 2014, the Ninth Circuit Court of Appeals remanded the case to the district court for further proceedings. (i) Brady Enterprises, Inc., et al. v. Medco Health Solutions, Inc., and (ii) North Jackson Pharmacy, Inc., et al. v. Express Scripts, Inc...

  • Page 76
    ... v. Medco Health Solutions, Inc., Accredo Health Group, Inc., and Hemophilia Health Services, Inc. The complaint alleges defendants violated the federal False Claims Act, the Anti-Kickback Statute, the Civil Monetary Penalty Statute and various state and local false claims statutes. Greenfield filed...

  • Page 77
    ... home delivery and specialty, including drugs we distribute to other PBMs' clients under limited distribution contracts with pharmaceutical manufacturers and Freedom Fertility claims. (4) Includes other revenues related to drugs distributed through patient assistance programs. 75 Express Scripts...

  • Page 78
    ...networks, revenues from the dispensing of prescription drugs from our home delivery pharmacies and revenues from the sale of certain fertility and specialty drugs. Other Business Operations product revenues consist of distribution services of specialty pharmaceuticals and provide consulting services...

  • Page 79
    ...controlling interest Net income attributable to Express Scripts Basic earnings per share attributable to Express Scripts Diluted earnings per share attributable to Express Scripts Fiscal 2014 Revenues(2) Cost of revenues(2) Gross profit Selling, general and administrative Operating income Net income...

  • Page 80
    ... their respective dates of sale, as applicable). The following presentation reflects the structure that exists as of the most recent balance sheet date. The condensed consolidating financial information is presented separately for: (i) Express Scripts (the Parent Company), the issuer of certain...

  • Page 81
    ... Balance Sheet Express Scripts Holding Company Express Scripts, Inc. Medco Health Solutions, Inc. NonGuarantors (in millions) Guarantors Eliminations Consolidated As of December 31, 2015 Cash and cash equivalents Receivables, net Other current assets Total current assets Property and equipment...

  • Page 82
    ... Balance Sheet Express Scripts Holding Company Express Scripts, Inc. Medco Health Solutions, Inc. NonGuarantors (in millions) Guarantors Eliminations Consolidated As of December 31, 2014 Cash and cash equivalents Receivables, net Other current assets Total current assets Property and equipment...

  • Page 83
    Condensed Consolidating Statement of Operations Express Scripts Holding Company Express Scripts, Inc. Medco Health Solutions, Inc. NonGuarantors (in millions) Guarantors Eliminations Consolidated For the year ended December 31, 2015 Revenues Operating expenses Operating income Other (expense) ...

  • Page 84
    ... Holding Company Express Scripts, Inc. Medco Health Solutions, Inc. NonGuarantors (in millions) Guarantors Eliminations Consolidated For the year ended December 31, 2013 Revenues Operating expenses Operating income Other (expense) income, net Income (loss) before income taxes Provision (benefit...

  • Page 85
    ... Company Express Scripts, Inc. Medco Health Solutions, Inc. NonGuarantors (in millions) Guarantors Eliminations Consolidated For the year ended December 31, 2015 Net cash flows provided by (used in) operating activities $ Cash flows from investing activities: Purchases of property and equipment...

  • Page 86
    ... Company Express Scripts, Inc. Medco Health Solutions, Inc. NonGuarantors (in millions) Guarantors Eliminations Consolidated For the year ended December 31, 2014 Net cash flows provided by (used in) operating activities $ Cash flows from investing activities: Purchases of property and equipment...

  • Page 87
    ... Company Express Scripts, Inc. Medco Health Solutions, Inc. NonGuarantors (in millions) Guarantors Eliminations Consolidated For the year ended December 31, 2013 Net cash flows provided by (used in) operating activities $ Cash flows from investing activities: Purchases of property and equipment...

  • Page 88
    ... 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...

  • Page 89
    ... and Related Party Transactions" and "Corporate Governance." Item 14 - Principal Accounting Fees and Services The information required by this item will be incorporated by reference from the Proxy Statement under the heading "Principal Accountant Fees." 87 Express Scripts 2015 Annual Report

  • Page 90
    ...The Company agrees to furnish to the SEC, upon request, copies of any longterm debt instruments that authorize an amount of securities constituting 10% or less of the total assets of Express Scripts Holding Company and its subsidiaries on a consolidated basis. Express Scripts 2015 Annual Report 88

  • Page 91
    ... by the undersigned, thereunto duly authorized. EXPRESS SCRIPTS HOLDING COMPANY February 16, 2016 By: /s/ George Paz George Paz Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on...

  • Page 92
    EXPRESS SCRIPTS HOLDING COMPANY Schedule II - Valuation and Qualifying Accounts and Reserves of Continuing Operations Years Ended December 31, 2015, 2014 and 2013 Col. A (in millions) Balance at Beginning of Period Col. B Charges to Costs and Expenses Col. C Additions Charges to Other Accounts ...

  • Page 93
    ...21, 2013, among Medco Health Solutions, Inc., United BioSource Holdings, Inc., Express Scripts Pharmacy, Inc. and U.S. Bank Trust National Association, as Trustee, incorporated by reference to Exhibit 4.7 to Express Scripts Holding Company's Annual Report to Form 10-K filed February 20, 2014. Fourth...

  • Page 94
    ...of October 21, 2013, among Express Scripts, Inc., United BioSource Holdings, Inc., Express Scripts Pharmacy, Inc. and Union Bank, N.A., as Trustee, incorporated by reference to Exhibit 4.18 to Express Scripts Holding Company's Annual Report to Form 10-K filed February 20, 2014. Eleventh Supplemental...

  • Page 95
    ... stock units by Express Scripts Holding Company prior to 2013 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. Form of Performance Share Award Notice...

  • Page 96
    ... 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. Executive Employment Agreement dated as of January 13, 2014, between Express Scripts Holding Company and George Paz, incorporated by reference...

  • Page 97
    .... Management contract or compensatory plan or arrangement. Certain portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment order of the Securities and Exchange Commission. 2 3 4 95 Express Scripts 2015 Annual...

  • Page 98
    Intentionally left blank Express Scripts 2015 Annual Report 96

  • Page 99
    ... [email protected] Board of Directors Gary G. Benanav Director Retired Vice Chairman, New York Life Insurance Company and retired Chairman and Chief Executive Officer, New York Life International Thomas P. Mac Mahon1 Presiding Director, Chairman of the Corporate Governance...

  • Page 100
    ... St. Louis, MO 63121 Express-Scripts.com/Corporate Express Scripts is committed to following, promoting and implementing sustainable practices. We apply global sustainability principles to the way we do business and the way we fulfill the needs of clients, patients and employees. Express Scripts...