Obligation Expedite Rx Holdings 3.4% ( US30219GAN88 ) en USD

Expedite Rx Holdings

99.003 % ▼

Etats-unis

US30219GAN88 ( en USD )

3.4% par an ( paiement semestriel )

28/02/2027

Prospectus brochure de l'obligation Express Scripts Holding US30219GAN88 en USD 3.4%, échéance 28/02/2027

30219GAN8

A- ( Qualité moyenne supérieure )

01/03/2026 ( Dans 22 jours )

Express Scripts Holding Company est une société américaine de gestion des prestations de soins de santé qui fournit des services de gestion des médicaments sur ordonnance, notamment la gestion des pharmacies, les programmes d'amélioration de l'observance thérapeutique et des services d'analyse de données.

L'Obligation émise par Expedite Rx Holdings ( Etats-unis ) , en USD, avec le code ISIN US30219GAN88, paye un coupon de 3.4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/02/2027
L'Obligation émise par Expedite Rx Holdings ( Etats-unis ) , en USD, avec le code ISIN US30219GAN88, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B5
424B5 1 d208258d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-196442
CALCULATION OF REGISTRATION FEE

Proposed Maximum
Amount of Registration
Title of each Class of Securities to be Registered
Aggregate Offering Price
Fee(1)
3.000% Senior Notes due 2023

3.400% Senior Notes due 2027

4.800% Senior Notes due 2046

$4,000,000,000

$402,800

(1)
The filing fee is calculated in accordance with Rule 457(r) under the Securities Act of 1933.
Table of Contents
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JUNE 2, 2014)
EXPRESS SCRIPTS HOLDING COMPANY
$1,000,000,000 3.000% Senior Notes due 2023
$1,500,000,000 3.400% Senior Notes due 2027
$1,500,000,000 4.800% Senior Notes due 2046

We are offering $1,000,000,000 aggregate principal amount of our 3.000% Senior Notes due 2023 (the "2023 notes"), $1,500,000,000 aggregate principal amount of our 3.400%
Senior Notes due 2027 (the "2027 notes") and $1,500,000,000 aggregate principal amount of our 4.800% Senior Notes due 2046 (the "2046 notes" and, together with the 2023 notes and
the 2027 notes, the "notes"). We will pay interest on the 2023 notes and the 2046 notes on January 15 and July 15 of each year, beginning on January 15, 2017. We will pay interest on
the 2027 notes on March 1 and September 1 of each year, beginning on September 1, 2016.
We may redeem some or all of the notes at our option at any time and from time to time at the applicable redemption prices described in this prospectus supplement under
"Description of the Notes--Optional Redemption." We must offer to repurchase the notes upon the occurrence of a change of control triggering event at the price described in the
accompanying prospectus under "Description of Debt Securities--Purchase of Debt Securities Upon a Change of Control Triggering Event."
The notes will be jointly and severally and fully and unconditionally guaranteed on a senior unsecured basis by certain of our current and future 100% owned domestic subsidiaries.
See "Description of the Notes--Guarantees." The notes and guarantees will be our and our subsidiary guarantors' general unsecured obligations and will rank equally in right of payment
with our and our subsidiary guarantors' other senior indebtedness from time to time outstanding. The notes will be effectively subordinated to our and our subsidiary guarantors' secured
indebtedness to the extent of the value of the collateral securing such indebtedness. The notes will be structurally subordinated in right of payment to the obligations (including trade
payables) of our subsidiaries that are not guarantors. The notes will not be listed on any securities exchange.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-11 of this prospectus supplement to read about
important factors you should consider before buying the notes.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or
the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Underwriting Discounts and
Proceeds to Express

Price to Public(1)
Commissions

Scripts Holding Company(1)
Per 2023 note

99.911%

0.625%

99.286%
2023 notes total

$
999,110,000
$
6,250,000
$
992,860,000
Per 2027 note

99.959%

0.650%

99.309%
2027 notes total

$
1,499,385,000
$
9,750,000
$
1,489,635,000
Per 2046 note

99.825%

0.875%

98.950%
2046 notes total

$
1,497,375,000
$
13,125,000
$
1,484,250,000
(1) Plus accrued interest, if any, from and including July 5, 2016 if settlement occurs after that date to the date of delivery.
Delivery of the notes to investors in registered book-entry form only through the facilities of The Depository Trust Company ("DTC") will be made on or about July 5, 2016.
Beneficial interests in the notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its direct and indirect participants, including
Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., as operator of the Euroclear System.

Joint Book-Running Managers
Citigroup

BofA Merrill Lynch

Credit Suisse
(All notes)

(All notes)

(All notes)
J.P. Morgan

Morgan Stanley

RBC Capital Markets
https://www.sec.gov/Archives/edgar/data/885721/000119312516638486/d208258d424b5.htm[7/1/2016 9:43:19 AM]

424B5
(2023 notes and 2027 notes)

(2023 notes and 2027 notes)

(2023 notes and 2027 notes)
Mizuho Securities

MUFG

SunTrust Robinson Humphrey
(2046 notes)

(2046 notes)

(2046 notes)

Co-Managers*
J.P. Morgan

Morgan Stanley

RBC Capital Markets

Mizuho Securities
MUFG
SunTrust Robinson Humphrey
Credit Agricole CIB

Deutsche Bank Securities
Scotiabank

SMBC Nikko

TD Securities

US Bancorp
Wells Fargo Securities

Fifth Third Securities

PNC Capital Markets LLC

Santander
The Williams Capital Group, L.P.
* Underwriters that are listed above as Joint Book-Running Managers for a particular series of notes are not also Co-Managers for that series.

The date of this prospectus supplement is June 29, 2016.
Table of Contents
TABLE OF CONTENTS

Page
PROSPECTUS SUPPLEMENT

ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
S-ii
SUMMARY
S-1
RISK FACTORS
S-11
USE OF PROCEEDS
S-15
CAPITALIZATION
S-16
DESCRIPTION OF THE NOTES
S-17
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S. HOLDERS
S-27
UNDERWRITING
S-30
LEGAL MATTERS
S-34
EXPERTS
S-34
WHERE YOU CAN FIND MORE INFORMATION
S-34
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
S-34
PROSPECTUS

ABOUT THIS PROSPECTUS

ii
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

ii
EXPRESS SCRIPTS HOLDING COMPANY.

1
RISK FACTORS

2
USE OF PROCEEDS

3
RATIO OF EARNINGS TO FIXED CHARGES

3
DESCRIPTION OF SECURITIES

3
DESCRIPTION OF CAPITAL STOCK

3
DESCRIPTION OF DEBT SECURITIES

5
DESCRIPTION OF WARRANTS

17
DESCRIPTION OF SUBSCRIPTION RIGHTS

18
DESCRIPTION OF PURCHASE CONTRACTS AND PURCHASE UNITS

19
SELLING SECURITY HOLDERS

20
PLAN OF DISTRIBUTION

20
LEGAL MATTERS

20
EXPERTS

20
WHERE YOU CAN FIND MORE INFORMATION

21

S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT

https://www.sec.gov/Archives/edgar/data/885721/000119312516638486/d208258d424b5.htm[7/1/2016 9:43:19 AM]

424B5
This document is in two parts. The first part consists of this prospectus supplement, which describes the specific terms of the offering. The
second part consists of the accompanying prospectus, which gives more general information, some of which may not be applicable to the offering.

If the description of the offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the
information in this prospectus supplement. You should rely only on the information contained or incorporated by reference in this prospectus
supplement, the accompanying prospectus and in any related free writing prospectus we file with the Securities and Exchange Commission (the
"SEC").

We have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone provides you
with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these
securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus
supplement, the accompanying prospectus and the documents incorporated by reference is accurate only as of the respective dates. Our business,
financial condition, results of operations and prospects may have changed since those dates.

In this prospectus supplement, unless otherwise specified or the context requires otherwise, we use the terms "Express Scripts," the
"Company," "we," "us" and "our" to refer to Express Scripts Holding Company and its subsidiaries.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Information we have included or incorporated by reference in this prospectus supplement and the accompanying 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.

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 risks
associated with the following:

· our ability to remain profitable in a very competitive marketplace depends upon our continued ability to attract and retain clients while

maintaining our margins, differentiate our products and services from those of our competitors, and develop and cross-sell new products
and services to our existing clients;

· our failure to anticipate and appropriately adapt to changes or trends within the rapidly changing healthcare industry;

· changes in applicable laws, rules or regulations, or their interpretation or enforcement, or the enactment of new laws, rules or regulations,

which apply to our business practices (past, present or future) or require us to spend significant resources for compliance;

· a failure in the security or stability of our technology infrastructure, or the infrastructure of one or more of our key vendors;

S-ii
Table of Contents

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

· significant changes within the pharmacy provider marketplace, including the loss of or adverse change in our relationship with one or more

key pharmacy providers;

· changes to the healthcare industry designed to manage healthcare costs or alter healthcare financing practices or changes to government

policies in general;

· a significant failure or disruption in service within our operations or the operations of our vendors;

· changes relating to Medicare Part D, our failure to comply with Centers for Medicare & Medicaid Services ("CMS") regulatory

requirements, our failure to comply with CMS contractual requirements applicable to us as a Medicare Part D PDP sponsor or our failure
to otherwise execute on our strategies related to Medicare Part D;

· our failure to effectively execute on strategic transactions or successfully integrate the business operations or achieve the anticipated

benefits from any acquired businesses;

· a failure to adequately protect confidential health information received and used in our business operations;

· the termination, loss, 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;

· results in pending and future litigation, including derivative and other class action claims related to our dispute with Anthem, Inc.

("Anthem"), investigations or other proceedings which could subject us to significant monetary damages or penalties and/or require us to
https://www.sec.gov/Archives/edgar/data/885721/000119312516638486/d208258d424b5.htm[7/1/2016 9:43:19 AM]

424B5
change our business practices, or the costs incurred in connection with such proceedings;

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

executives;

· changes in drug pricing or industry pricing benchmarks;

· the impact of our debt service obligations on the availability of funds for other business purposes, the terms of and our required compliance

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;

· general economic conditions; and

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

These and other relevant factors, including those risk factors identified in our Annual Report on Form 10-K and our other filings under the
Securities Exchange Act of 1934, as amended ("Exchange Act"), parts of which are incorporated by reference in this prospectus supplement,
should be carefully considered when reviewing any forward-looking statement. See "Where You Can Find More Information" and "Incorporation
of Certain Information by Reference."

S-iii
Table of Contents
SUMMARY

This summary highlights selected information about us and the offering. This summary is not complete and does not contain all of the
information that may be important to you. You should read carefully this entire prospectus supplement and the accompanying prospectus,
including the "Risk Factors" section, and the other documents that we refer to and incorporate by reference herein for a more complete
understanding of us and the offering. In particular, we incorporate by reference important business and financial information into this prospectus
supplement and the accompanying prospectus.

Our Business

We are the largest stand-alone pharmacy benefit management ("PBM") company in the United States, offering a full range of services to our
clients, which include managed care organizations, health insurers, third-party administrators, employers, union-sponsored benefit plans, workers'
compensation plans, government health programs, providers, clinics, hospitals and others. We put medicine within reach of patients while helping
health benefit providers improve access and affordability to prescription drugs. We improve patient outcomes and help control the cost of the drug
benefit by:

· providing products and solutions that focus on improving patient outcomes and assist in controlling costs;

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

· offering cost-effective home delivery pharmacy and specialty services that result in cost savings for plan sponsors and better care for

members;

· leveraging purchasing volume to deliver discounts to health benefit providers; and

· promoting the use of generics and lower-cost brands.

We work with clients, manufacturers, pharmacists and physicians to improve members' health outcomes and satisfaction, increase efficiency
in drug distribution and manage costs in the pharmacy benefit. We believe our clients can achieve the best financial and health outcomes when they
use our comprehensive set of solutions to manage drug spend. For example, our management toward 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 two business segments based on products and services offered: PBM and Other Business Operations.

Our revenues are generated primarily from the delivery of prescription drugs through our contracted network of retail pharmacies, our home
delivery pharmacies and our specialty pharmacies. Revenues from the delivery of prescription drugs to our members represented 98.3%, 98.1%,
98.0%, 98.4% and 98.8% in the three months ended March 31, 2016 and 2015 and the years ended December 31, 2015, 2014 and 2013,
respectively. Revenues from services, such as the fees associated with the administration of retail pharmacy networks contracted by certain clients,
medication counseling services and certain specialty distribution services, accounted for the remainder of our revenues.

Prescription drugs are dispensed to members of the health plans we serve primarily through networks of retail pharmacies under non-
exclusive contracts with us and through home delivery fulfillment pharmacies, specialty drug pharmacies and fertility pharmacies we operate.
More than 70,000 retail pharmacies, which represent over 97% of all United States retail pharmacies, participated in one or more of our networks
https://www.sec.gov/Archives/edgar/data/885721/000119312516638486/d208258d424b5.htm[7/1/2016 9:43:19 AM]

424B5
as of March 31, 2016. The top ten retail pharmacy chains in the United States represent approximately 63% of the total number of stores in our
largest network.

S-1
Table of Contents
Recent Developments

Concurrent Tender Offers for Senior Notes

Concurrently with the offering, we have commenced:

· a tender offer to purchase for cash any and all of our 2.650% senior notes due 2017 (the "Any and All Tender Notes");

· a tender offer to purchase for cash an aggregate principal amount of our outstanding 7.125% senior notes due 2018 (the "2018 Notes") that

will not result in the aggregate amount that all holders of 2018 Notes are entitled to receive, excluding accrued and unpaid interest, for
their 2018 Notes that are validly tendered and accepted for purchase in the tender offer exceeding $450.0 million;

· a tender offer to purchase for cash an aggregate principal amount of our outstanding 7.250% senior notes due 2019 (the "2019 Notes") that

will not result in the aggregate amount that all holders of 2019 Notes are entitled to receive, excluding accrued and unpaid interest, for
their 2019 Notes that are validly tendered and accepted for purchase in the tender offer exceeding $187.5 million; and

· a tender offer to purchase for cash an aggregate principal amount of our outstanding 6.125% senior notes due 2041 (the "2041 Notes" and
together with the 2018 Notes and the 2019 Notes, the "Maximum Tender Notes" and the Maximum Tender Notes together with the Any

and All Tender Notes, the "Tender Notes") that will not result in the aggregate amount that all holders of 2041 Notes are entitled to
receive, excluding accrued and unpaid interest, for their 2041 Notes that are validly tendered and accepted for purchase in the tender offer
exceeding $262.5 million.

We refer to the offer to purchase the Any and All Tender Notes as the "Any and All Tender Offer," and we refer to the offers to purchase the
Maximum Tender Notes, collectively, as the "Maximum Tender Offers." We refer to the Any and All Tender Offer and the Maximum Tender
Offers, collectively, as the "Tender Offers." The Tender Offers are being made upon the terms and conditions set forth in our offer to purchase,
dated June 29, 2016 (the "Offer to Purchase"), and in the related letter of transmittal and notice of guaranteed delivery, which together, as they may
be amended from time to time, constitute the "Tender Offer Documents."

We will only accept for purchase Maximum Tender Notes in an aggregate principal amount that will not result in an aggregate purchase
price therefor, excluding accrued and unpaid interest, that exceeds the aggregate maximum tender amount set forth above in respect of the
applicable Maximum Tender Offer. We reserve the right, but are under no obligation, to increase the aggregate maximum tender amount in respect
of one or more Maximum Tender Offers at any time, subject to applicable law, which could result in us purchasing a greater aggregate principal
amount of Maximum Tender Notes in the Maximum Tender Offers. We expect to fund the purchase price of any incremental Maximum Tender
Notes purchased using cash on hand and available borrowings under the 2015 Revolving Facility (as defined below).

Any and All Tender Notes

Principal
CUSIP
Amount
Title of Security

Number

Outstanding

2.650% senior notes due 2017(1)

30219GAD0
$1,500,000,000

Maximum Tender Notes

Principal
CUSIP
Amount
Title of Security

Number

Outstanding

7.125% senior notes due 2018(2)

58405UAD4
$ 1,200,000,000
7.250% senior notes due 2019(3)

302182AE0
$
500,000,000
6.125% senior notes due 2041(1)

30219GAG3
$
700,000,000

(1) Issuer: Express Scripts Holding Company

S-2
Table of Contents
(2) Issuer: Medco Health Solutions, Inc. ("Medco")
https://www.sec.gov/Archives/edgar/data/885721/000119312516638486/d208258d424b5.htm[7/1/2016 9:43:19 AM]

424B5
(3) Issuer: Express Scripts, Inc. ("ESI")

The Any and All Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on July 6, 2016, and the Maximum Tender Offers
are scheduled to expire at 11:59 p.m., New York City time, on July 27, 2016, each unless extended or earlier terminated. The "Any and All
Settlement Date," which is applicable only to the Any and All Notes, is scheduled to be on July 7, 2016. The "Early Tender Date," which is
applicable only to the Maximum Tender Notes, is scheduled to be 5:00 p.m., New York City time, on July 13, 2016, unless extended or earlier
terminated. The "Maximum Tender Early Settlement Date," which is applicable only to the Maximum Tender Offer Notes tendered at or prior to
the Early Tender Date, is scheduled to be on July 15, 2016. The "Maximum Tender Final Settlement Date," which is applicable only to the
Maximum Tender Notes tendered after the Early Tender Date, is scheduled to be on July 28, 2016.

The Tender Offers are subject to a number of conditions that may be waived or changed. The offering is not conditioned on the closing of the
Tender Offers, and we cannot assure you that we will repurchase the Tender Notes on the terms we describe in this prospectus supplement or at all.

Assuming all of the outstanding Any and All Tender Notes and the maximum possible amount of outstanding Maximum Tender Notes are
repurchased by us pursuant to the Tender Offers, the aggregate purchase price for all Tender Notes would be approximately $2,416.7 million plus
accrued and unpaid interest (assuming all such Maximum Tender Notes are tendered by the Early Tender Date and excluding any potential increase
to the aggregate maximum tender amount in respect of one or more Maximum Tender Offers). We intend to use a portion of the net proceeds from
the offering to fund the purchase price and accrued and unpaid interest payable with respect to all of the Tender Notes validly tendered and
accepted for payment pursuant to the Tender Offers. In the event that all of the Any and All Tender Notes are not tendered in the Any and All
Tender Offer or the Any and All Tender Offer is not consummated, we intend to use a portion of the net proceeds from the offering to redeem such
outstanding Any and All Tender Notes in accordance with the terms and conditions of the associated indenture.

This prospectus supplement is not an offer to purchase any of the Tender Notes. The Tender Offers are being made only by and pursuant to
the terms of the Tender Offer Documents. The offering is not conditioned on the tender of any of the Tender Notes in the Tender Offers or any
redemption of the Any and All Tender Notes, and we cannot assure you that any holders of the Tender Notes will tender their notes in the Tender
Offers or that we will redeem the Any and All Tender Notes on the terms described in this prospectus supplement or at all. The statements of intent
in this prospectus supplement with respect to the redemption of the Any and All Tender Notes do not constitute a notice of redemption under the
indenture governing the Any and All Tender Notes.

Corporate Information

ESI was incorporated in Missouri in September 1986, and was reincorporated in Delaware in March 1992. Aristotle Holding, Inc. was
incorporated in Delaware in July 2011. On April 2, 2012, ESI consummated a merger (the "Merger") with Medco and both ESI and Medco
became wholly-owned subsidiaries of Aristotle Holding, Inc. Aristotle Holding, Inc. was renamed Express Scripts Holding Company (the
"Company" or "Express Scripts") concurrently with the consummation of the Merger. "We," "our" or "us" refers to Express Scripts Holding
Company and its subsidiaries on a consolidated basis.

Our principal executive offices are located at One Express Way, Saint Louis, Missouri 63121. Our telephone number is (314) 996-0900 and
our website is www.express-scripts.com. The information on, or accessible through, our website is not part of this prospectus supplement and
should not be relied upon in connection with making any investment decision with respect to the securities offered by this prospectus supplement.

S-3
Table of Contents
The Offering

The following is a brief summary of some of the terms of the offering. For a more complete description of the terms of the notes, please refer
to "Description of the Notes" in this prospectus supplement and "Description of Debt Securities" in the accompanying prospectus. You should
read carefully this entire prospectus supplement and the accompanying prospectus for a more complete understanding of us and the offering.

Issuer
Express Scripts Holding Company

Notes Offered
$1,000,000,000 aggregate principal amount of 2023 notes.

$1,500,000,000 aggregate principal amount of 2027 notes.

$1,500,000,000 aggregate principal amount of 2046 notes.

Maturity Dates
The 2023 notes will mature on July 15, 2023, the 2027 notes will mature on March 1, 2027
and the 2046 notes will mature on July 15, 2046.
https://www.sec.gov/Archives/edgar/data/885721/000119312516638486/d208258d424b5.htm[7/1/2016 9:43:19 AM]

424B5

Interest Payment Dates
For the 2023 notes and the 2046 notes: January 15 and July 15 of each year, beginning on
January 15, 2017.

For the 2027 notes: March 1 and September 1 of each year, beginning on September 1,

2016.

Interest Rates
The 2023 notes will bear interest at 3.000% per year.

The 2027 notes will bear interest at 3.400% per year.

The 2046 notes will bear interest at 4.800% per year.

Guarantees
All payments with respect to the 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, each of which is a guarantor of our obligations
under our existing revolving credit facility, our existing term loan facility and our existing
senior notes. We expect the notes will also be guaranteed in the future by certain
subsidiaries under the circumstances described in the accompanying prospectus under
"Description of Debt Securities--Covenants--Additional Guarantors."

Ranking
The notes and the note guarantees:

· will be our and our subsidiary guarantors' general unsecured obligations;

· will rank equally in right of payment with our and our subsidiary guarantors' other

senior indebtedness from time to time outstanding;

· will be effectively subordinated to our and our subsidiary guarantors' secured

indebtedness to the extent of the value of the collateral securing such indebtedness; and

S-4
Table of Contents
· will be structurally subordinated in right of payment to all indebtedness and other

liabilities of our non-guarantor subsidiaries.

Other than capital leases, we and our subsidiary guarantors do not currently have any
secured indebtedness.

Optional Redemption
At any time prior to May 16, 2023 (60 days prior to the maturity date of the 2023 notes),
December 1, 2026 (90 days prior to the maturity date of the 2027 notes) and January 16,
2046 (180 days prior to the maturity date of the 2046 notes), the 2023 notes, the 2027 notes
and the 2046 notes, respectively, 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 in
"Description of the Notes--Optional Redemption." At any time on or after May 16, 2023
(60 days prior to the maturity date of the 2023 notes), December 1, 2026 (90 days prior to
the maturity date of the 2027 notes) and January 16, 2046 (180 days prior to the maturity
date of the 2046 notes), the applicable notes will be redeemable, in whole or in part, at our
option at any time and from time to time at a redemption price equal to 100% of the
principal amount of such notes to be redeemed plus accrued and unpaid interest on the
principal amount being redeemed to the date of redemption.

Offer to Repurchase Upon Change of Control
Upon the occurrence of a change of control triggering event (which includes certain ratings
Triggering Event
downgrades) in respect of a series of notes as provided in the indenture, we will be
required to offer to repurchase the notes of such series 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 will contain 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;
https://www.sec.gov/Archives/edgar/data/885721/000119312516638486/d208258d424b5.htm[7/1/2016 9:43:19 AM]

424B5

· our and certain of our subsidiaries' ability to create or assume liens; and

· our and certain of our subsidiaries' ability 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 Notes--Covenants" in this prospectus supplement
and "Description of Debt Securities--Covenants" in the accompanying prospectus.

Use of Proceeds
We estimate the net proceeds from the offering will be approximately $3,967 million after
deducting underwriting discounts and

S-5
Table of Contents
commissions and before deducting other estimated offering expenses payable by us. We
intend to use a portion of the net proceeds from the offering to repay approximately $1,500
million principal amount of the 2017 Term Loan (as defined below), to fund the purchase
price and accrued and unpaid interest for the Tender Notes validly tendered and accepted
for payment in the Tender Offers, and to fund the redemption price and accrued and unpaid

interest for any of the Any and All Tender Notes that remain outstanding after the
completion or termination of the Any and All Tender Offer. We intend to use the remaining
proceeds for general corporate purposes, which may include the repayment of our other
indebtedness, working capital and repurchases of our common stock. Pending such uses,
the proceeds of the offering will be held in the form of U.S. Treasury securities and other
highly liquid instruments.

Absence of Markets for the Notes
The notes of each series are new issues of securities with no established trading markets.
We currently do not intend to apply to list any series of notes on any securities exchange or
to seek their admission to trading on any automated quotation system. Accordingly, we
cannot provide any assurance as to the development or liquidity of any markets for the
notes. See "Underwriting."

Risk Factors
You should carefully consider the information set forth in the "Risk Factors" section of this
prospectus supplement as well as all other information included or incorporated by
reference in this prospectus supplement before deciding whether to invest in the notes.

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

S-6
Table of Contents
Summary Historical Consolidated Financial Data

We derived the summary historical consolidated statement of operations data, the statement of cash flows data and the other data for the years
ended December 31, 2015, 2014 and 2013, and the summary historical consolidated balance sheet data as of December 31, 2015 and 2014,
presented below from our audited consolidated financial statements incorporated by reference into this prospectus supplement. We derived the
summary historical consolidated statement of operations data, statement of cash flows data and the other data for the three months ended March 31,
2016 and 2015, respectively, and the summary historical consolidated balance sheet data as of March 31, 2016, presented below from our
unaudited consolidated financial statements incorporated by reference into this prospectus supplement. In the opinion of our management, the
interim financial information 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.

You should read the summary historical consolidated financial data in conjunction with the information in our management's discussion and
analysis of financial condition and results of operations incorporated by reference into this prospectus supplement, as well as our consolidated
financial statements and the related notes thereto incorporated by reference into this prospectus supplement. See "Where You Can Find More
Information" and "Incorporation of Certain Information by Reference."
https://www.sec.gov/Archives/edgar/data/885721/000119312516638486/d208258d424b5.htm[7/1/2016 9:43:19 AM]

424B5

Three Months Ended

March 31,

Year Ended December 31,

2016

2015

2015

2014

2013

(in millions, except per claim data and ratios)

Statement of operations data:

Revenues(1)
$24,791.8 $24,899.6 $101,751.8 $100,887.1 $104,098.8
Cost of revenues(1)
22,944.8 23,065.6
93,349.9 92,962.0 95,966.4

Gross profit

1,847.0 1,834.0
8,401.9
7,925.1
8,132.4
Selling, general and administrative

906.2 1,007.4
4,062.6
4,322.7
4,580.7

Operating income

940.8
826.6
4,339.3
3,602.4
3,551.7
Other expense, net

(129.8)
(111.1)
(475.5)
(536.2)
(521.4)

Income before income taxes

811.0
715.5
3,863.8
3,066.2
3,030.3
Provision for income taxes

278.8
268.4
1,364.3
1,031.2
1,104.0

Net income from continuing operations

532.2
447.1
2,499.5
2,035.0
1,926.3
Net loss from discontinued operations, net of tax(2)

--
--
--
--
(53.6)

Net income

532.2
447.1
2,499.5
2,035.0
1,872.7
Less: Net income attributable to non-controlling interest

6.1
6.0
23.1
27.4
28.1

Net income attributable to Express Scripts
$
526.1 $
441.1 $
2,476.4 $
2,007.6 $
1,844.6
Cash flow data:

Cash flows provided by operating activities--continuing operations
$
751.2 $
281.4 $
4,848.3 $
4,549.0 $
4,768.9
Cash flows used in investing activities--continuing operations

(79.8)
(68.0)
(268.5)
(411.9)
(70.0)
Cash flows used in financing activities--continuing operations
(2,090.4) (1,136.5)
(3,217.0) (4,289.7) (5,494.8)

S-7
Table of Contents
Three Months Ended

March 31,

Year Ended December 31,

2016

2015

2015

2014

2013

(in millions, except per claim data and ratios)

Other data:

Total claims--continuing operations

256.4
249.3 1,043.8 1,062.1 1,206.5
Total adjusted claims--continuing operations(3)

323.5
307.6 1,298.6 1,309.8 1,478.0
EBITDA from continuing operations attributable to Express Scripts(4)
$1,460.0 $1,377.3 $6,675.3 $5,817.9 $5,970.6
EBITDA / Adjusted EBITDA from continuing operations attributable to Express
Scripts(5)(6)
$1,460.0 $1,512.1 $7,046.9 $6,802.5 $6,664.2
EBITDA / Adjusted EBITDA from continuing operations attributable to Express Scripts
per adjusted claim(6)(7)

4.51
4.92
5.43
5.19
4.51
Ratio of earnings to fixed charges(8)

6.9
6.8
8.4
6.7
6.4

As of March 31,
As of December 31,

2016

2015

2014

(in millions)

Balance sheet data:

Cash and cash equivalents

$
1,771.1
$ 3,186.3
$ 1,832.6
Receivables, net

6,758.4
6,721.3
5,979.8
Total current assets(9)

10,399.8
12,059.5
10,568.1
Total assets(9)

51,107.6
53,243.3
53,748.3
Total liabilities(9)

36,258.4
35,862.8
33,684.3
Total stockholders' equity

14,849.2
17,380.5
20,064.0
(1) Includes retail pharmacy co-payments of $2,541.0 and $2,634.3 for the three months ended March 31, 2016 and 2015, respectively, and
$9,170.0, $10,272.7 and $12,620.3 for the years ended December 31, 2015, 2014 and 2013, respectively.
(2) Primarily consists of the results of operations from the discontinued operations of our acute infusion therapies line of business, various
portions of our United BioSource ("UBC") line of business and our European operations. Our acute infusion therapies line of business was
classified as a discontinued operation in 2013. Portions of UBC and our European operations were classified as discontinued operations in
2012.
(3) Includes an adjustment to certain network claims to reflect an approximate 30-day equivalent fill and reflects home delivery claims
multiplied by three, as home delivery claims typically cover a time period three times longer than network claims.
https://www.sec.gov/Archives/edgar/data/885721/000119312516638486/d208258d424b5.htm[7/1/2016 9:43:19 AM]

424B5
(4) EBITDA from continuing operations attributable to Express Scripts is earnings before income taxes, depreciation and amortization and other
expense. EBITDA from continuing operations attributable to Express Scripts 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. EBITDA from continuing operations
attributable to Express Scripts, 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 accounting
principles generally accepted in the United States. In addition, our definition and calculation of EBITDA from continuing operations
attributable to Express Scripts may not be comparable to that used by other companies.
(5) Represents EBITDA from continuing operations attributable to Express Scripts for the three months ended March 31, 2016 and Adjusted
EBITDA from continuing operations attributable to Express Scripts for all other periods.

S-8
Table of Contents
(6) EBITDA / Adjusted EBITDA from continuing operations attributable to Express Scripts and EBITDA / Adjusted EBITDA from continuing
operations attributable to Express Scripts per adjusted claim are supplemental measurements used by analysts and investors to help evaluate
overall operating performance. We have calculated Adjusted EBITDA from continuing operations attributable to Express Scripts excluding
transaction and integration costs recorded each year and a legal settlement, as these charges are not considered an indicator of ongoing
company performance. EBITDA / Adjusted EBITDA from continuing operations attributable to Express Scripts per adjusted claim is
calculated by dividing EBITDA / Adjusted EBITDA from continuing operations attributable to Express Scripts, as applicable, by the adjusted
claim volume for the period. This measure is used as an indicator of EBITDA / Adjusted EBITDA from continuing operations attributable to
Express Scripts, as applicable, performance on a per-unit basis. EBITDA / Adjusted EBITDA from continuing operations attributable to
Express Scripts, as applicable, and, as a result, EBITDA / Adjusted EBITDA from continuing operations attributable to Express Scripts, as
applicable, 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.
(7) Represents EBITDA from continuing operations attributable to Express Scripts per adjusted claim for the three months ended March 31,
2016 and Adjusted EBITDA from continuing operations attributable to Express Scripts per adjusted claim for all other periods.
(8) For purposes of calculating the ratio of earnings to fixed charges, earnings represent income from continuing operations before income taxes,
adjusted to include distributed equity income from joint venture, plus fixed charges less income attributable to non-controlling interest. Fixed
charges include interest expense and our estimate of the interest component of rental expense, which is estimated to be one third of rental
expense.
(9) Balances as of March 31, 2016 and December 31, 2015 reflect the prospective change to the balance sheet presentation of deferred taxes in
conjunction with the adoption of ASU 2015-17. Under this guidance, all deferred tax assets and liabilities are classified as long-term.

Provided below is a reconciliation of net income attributable to Express Scripts to each of EBITDA from continuing operations attributable
to Express Scripts and Adjusted EBITDA from continuing operations attributable to Express Scripts as we believe it is the most directly
comparable measure calculated under GAAP.

Three Months Ended

March 31,

Year Ended December 31,

2016

2015

2015

2014

2013

(in millions)

(in millions)

Net income attributable to Express Scripts

$ 526.1 $ 441.1 $2,476.4 $2,007.6 $1,844.6
Net loss from discontinued operations, net of tax(1)

--
--
--
--
53.6

Net income from continuing operations

526.1
441.1 2,476.4 2,007.6 1,898.2
Provision for income taxes

278.8
268.4 1,364.3 1,031.2 1,104.0
Depreciation and amortization(2)

525.3
556.7 2,359.1 2,242.9 2,447.0
Other expense, net

129.8
111.1
475.5
536.2
521.4

EBITDA from continuing operations attributable to Express Scripts(3)

1,460.0 1,377.3 6,675.3 5,817.9 5,970.6
Transaction and integration costs(2)

--
74.8
311.6
984.6
693.6
Legal settlement

--
60.0
60.0
--
--

EBITDA / Adjusted EBITDA from continuing operations attributable to Express
Scripts(4)(5)

$1,460.0 $1,512.1 $7,046.9 $6,802.5 $6,664.2

(1) Primarily consists of the results of operations from the discontinued operations of our acute infusion therapies line of business, various
portions of our UBC line of business and our European operations. Our acute infusion therapies line of business was classified as a
discontinued operation in 2013. Portions of UBC and our European operations were classified as discontinued operations in 2012.

S-9
https://www.sec.gov/Archives/edgar/data/885721/000119312516638486/d208258d424b5.htm[7/1/2016 9:43:19 AM]

Document Outline

#1">
- #1">