ESRX / Express Scripts Holding Co. - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

Express Scripts Holding Co.
US ˙ NASDAQ
SIMBOL INI TIDAK AKTIF LAGI

Statistik Asas
LEI 5493003UA6VMND084504
CIK 1532063
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Express Scripts Holding Co.
SEC Filings (Chronological Order)
Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.
July 23, 2019 S-4/A

ESRX / Express Scripts Holding Co. S-4/A - - S-4/A

As filed with the Securities and Exchange Commission on July 23, 2019 Registration No.

June 21, 2019 EX-4.8

[FORM OF] FACE OF EXCHANGE NOTE

Exhibit 4.8 [FORM OF] FACE OF EXCHANGE NOTE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPR

June 21, 2019 EX-4.5

[FORM OF] FACE OF EXCHANGE NOTE

Exhibit 4.5 [FORM OF] FACE OF EXCHANGE NOTE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPR

June 21, 2019 EX-4.6

[FORM OF] FACE OF EXCHANGE NOTE

Exhibit 4.6 [FORM OF] FACE OF EXCHANGE NOTE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPR

June 21, 2019 EX-4.11

Amount of decrease in principal amount of this Global

Exhibit 4.11 [FORM OF] FACE OF EXCHANGE NOTE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REP

June 21, 2019 EX-4.14

[FORM OF] FACE OF EXCHANGE NOTE

Exhibit 4.14 [FORM OF] FACE OF EXCHANGE NOTE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REP

June 21, 2019 EX-4.9

[FORM OF] FACE OF EXCHANGE NOTE

Exhibit 4.9 [FORM OF] FACE OF EXCHANGE NOTE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPR

June 21, 2019 EX-25.1

800 Nicollet Mall Minneapolis, Minnesota

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) U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer Identific

June 21, 2019 S-4

ESRX / Express Scripts Holding Co. S-4 - - FORM S-4

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 21, 2019 Registration No.

June 21, 2019 EX-4.10

[FORM OF] FACE OF EXCHANGE NOTE

Exhibit 4.10 [FORM OF] FACE OF EXCHANGE NOTE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REP

June 21, 2019 EX-99.1

CIGNA CORPORATION LETTER OF TRANSMITTAL OFFER TO EXCHANGE

Exhibit 99.1 CIGNA CORPORATION LETTER OF TRANSMITTAL OFFER TO EXCHANGE $1,000,000,000 PRINCIPAL AMOUNT OF ITS SENIOR FLOATING RATE NOTES DUE 2020, THE ISSUANCE OF WHICH HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR AN EQUAL PRINCIPAL AMOUNT OF SENIOR FLOATING RATE NOTES DUE 2020 $1,750,000,000 PRINCIPAL AMOUNT OF ITS 3.200% SENIOR NOTES DUE 2020, THE ISSUANCE OF WHICH HAS B

June 21, 2019 EX-4.12

Amount of decrease in principal amount of this Global

Exhibit 4.12 [FORM OF] FACE OF EXCHANGE NOTE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REP

June 21, 2019 EX-4.13

[FORM OF] FACE OF EXCHANGE NOTE

Exhibit 4.13 [FORM OF] FACE OF EXCHANGE NOTE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REP

June 21, 2019 EX-4.7

[FORM OF] FACE OF EXCHANGE NOTE

Exhibit 4.7 [FORM OF] FACE OF EXCHANGE NOTE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPR

December 31, 2018 15-12B

ESRX / Express Scripts Holding Co. 15-12B

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 001-35490 EXPRESS SCRIPTS HOLDING COMPANY, as Issuer and each Subsidiary Gua

December 20, 2018 S-8 POS

ESRX / Express Scripts Holding Co. S-8

As filed with the U.S. Securities and Exchange Commission on December 20, 2018 Registration No. 333-211133 Registration No. 333-180507 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-211133 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-180507 EXPRESS SCRIPTS HOLDING COMPANY

December 20, 2018 S-8 POS

ESRX / Express Scripts Holding Co. S-8

As filed with the U.S. Securities and Exchange Commission on December 20, 2018 Registration No. 333-211133 Registration No. 333-180507 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-211133 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-180507 EXPRESS SCRIPTS HOLDING COMPANY

December 20, 2018 POS AM

ESRX / Express Scripts Holding Co. POS AM

As filed with the Securities and Exchange Commission on December 20, 2018 Registration No.

December 20, 2018 EX-4.5

NINTH SUPPLEMENTAL INDENTURE

Exhibit 4.5 EXECUTION VERSION NINTH SUPPLEMENTAL INDENTURE The Ninth Supplemental Indenture, dated as of December 20, 2018 (this “Supplemental Indenture No. 9”), among CIGNA CORPORATION (formerly known as Halfmoon Parent, Inc.) (the “Parent Guarantor”), a corporation organized and existing under the laws of the State of Delaware, EXPRESS SCRIPTS, INC. (the “Company”), a corporation organized and e

December 20, 2018 8-K

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, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, 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): December 20, 2018 EXPRESS SCRIPTS HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 001-35490 45-2884094 (State or other jurisdiction of incorporation) (

December 20, 2018 EX-99.1

Cigna Completes Combination with Express Scripts, Establishing a Blueprint to Transform the Health Care System

Exhibit 99.1 Press Release Cigna Completes Combination with Express Scripts, Establishing a Blueprint to Transform the Health Care System · Cigna with Express Scripts to deliver improved affordability, choice, and predictability through flexible, open and connected solutions · Celebrates first day as a combined company by announcing an incremental investment of $200 million to support local commun

December 20, 2018 EX-3.2

EXPRESS SCRIPTS HOLDING COMPANY dated as of December 20, 2018 TABLE OF CONTENTS ARTICLE I

Exhibit 3.2 BY-LAWS of EXPRESS SCRIPTS HOLDING COMPANY dated as of December 20, 2018 TABLE OF CONTENTS ARTICLE I OFFICES SECTION 1. REGISTERED OFFICE 4 SECTION 2. OTHER OFFICES 4 ARTICLE II MEETINGS OF STOCKHOLDERS SECTION 1. ANNUAL MEETINGS 4 SECTION 2. SPECIAL MEETINGS 4 SECTION 3. VOTING 4 SECTION 4. QUORUM 5 SECTION 5. NOTICE OF MEETINGS 5 SECTION 6. ACTION WITHOUT MEETING 5 ARTICLE III DIRECT

December 20, 2018 EX-4.2

ADDITIONAL GUARANTOR SUPPLEMENT December 20, 2018

Exhibit 4.2 EXECUTION VERSION ADDITIONAL GUARANTOR SUPPLEMENT December 20, 2018 JPMorgan Chase Bank, N.A., as Administrative Agent for the Banks party to the Revolving Credit and Letter of Credit Agreement dated as of April 6, 2018 and as amended as of November 15, 2018, among Cigna Corporation (formerly known as Halfmoon Parent, Inc.), a Delaware corporation, Cigna Holding Company (formerly known

December 20, 2018 EX-4.3

ADDITIONAL GUARANTOR SUPPLEMENT December 20, 2018

EX-4.3 6 ex43.htm EXHIBIT 4.3 Exhibit 4.3 EXECUTION VERSION ADDITIONAL GUARANTOR SUPPLEMENT December 20, 2018 Morgan Stanley Senior Funding, Inc., as Administrative Agent for the Banks party to the Term Loan Credit Agreement dated as of April 6, 2018, among Cigna Corporation (formerly known as Halfmoon Parent, Inc.), a Delaware corporation, Cigna Holding Company (formerly known as Cigna Corporatio

December 20, 2018 EX-4.6

SECOND SUPPLEMENTAL INDENTURE

Exhibit 4.6 EXECUTION VERSION SECOND SUPPLEMENTAL INDENTURE The Second Supplemental Indenture, dated as of December 20, 2018 (this “Second Supplemental Indenture”), among CIGNA CORPORATION (formerly known as Halfmoon Parent, Inc.) (the “Parent Guarantor”), a corporation organized and existing under the laws of the State of Delaware, MEDCO HEALTH SOLUTIONS, INC. (the “Company”), a corporation organ

December 20, 2018 EX-4.4

TWENTY-FIFTH SUPPLEMENTAL INDENTURE

Exhibit 4.4 EXECUTION VERSION TWENTY-FIFTH SUPPLEMENTAL INDENTURE The Twenty-Fifth Supplemental Indenture, dated as of December 20, 2018 (this “Twenty-Fifth Supplemental Indenture”), among CIGNA CORPORATION (formerly known as Halfmoon Parent Inc.) (the “Parent Guarantor”), a corporation organized and existing under the laws of the State of Delaware, EXPRESS SCRIPTS HOLDING COMPANY, a corporation o

December 20, 2018 EX-3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION EXPRESS SCRIPTS HOLDING COMPANY ARTICLE I

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EXPRESS SCRIPTS HOLDING COMPANY ARTICLE I The name of the corporation is Express Scripts Holding Company (the “Corporation”). ARTICLE II The address, including street, number, city, and county, of the registered office of the Corporation in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Ora

December 20, 2018 EX-4.1

SUPPLEMENTAL INDENTURE IN RESPECT OF SUBSIDIARY GUARANTEES

Exhibit 4.1 EXECUTION VERSION SUPPLEMENTAL INDENTURE IN RESPECT OF SUBSIDIARY GUARANTEES SUPPLEMENTAL INDENTURE No. 2, dated as of December 20, 2018 (this “Supplemental Indenture”), among CIGNA HOLDING COMPANY (formerly known as Cigna Corporation), a Delaware corporation and EXPRESS SCRIPTS HOLDING COMPANY, a Delaware corporation (each a “Guarantor” and together the “Guarantors”), CIGNA CORPORATIO

December 19, 2018 8-K

Regulation FD Disclosure

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): December 19, 2018 (December 18, 2018) EXPRESS SCRIPTS HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 001-35490 45-2884094 (State or other jurisdic

December 13, 2018 8-K

Regulation FD Disclosure

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): December 13, 2018 EXPRESS SCRIPTS HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 001-35490 45-2884094 (State or other jurisdiction (Commission (I.

November 21, 2018 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): November 21, 2018 EXPRESS SCRIPTS HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 001-35490 45-2884094 (State or other jurisdiction (Commissio

November 21, 2018 EX-2.1

Letter Agreement, dated as of November 21, 2018, by and among Cigna Corporation, Express Scripts Holding Company, Halfmoon Parent, Inc., Halfmoon I, Inc. and Halfmoon II, Inc.

EX-2.1 Exhibit 2.1 November 21, 2018 Express Scripts Holding Company One Express Way St. Louis, Missouri 63121 Attention: Marty Akins, Senior Vice President and General Counsel Ladies and Gentlemen: Reference is made to the Agreement and Plan of Merger, dated as of March 8, 2018, as amended by Amendment No. 1, dated as of June 27, 2018 (as it may be amended from time to time, the “Merger Agreement

October 31, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): October 31, 2018 EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-35490 45-2884094 (State or Other Jurisdiction of Incorpor

October 31, 2018 EX-99.1

Express Scripts Announces 2018 Third Quarter Results

EX-99.1 Exhibit 99.1 Contact: Jim Havel, Chief Financial Officer Ben Bier, Vice President, Investor Relations (314) 810-3115 [email protected] Express Scripts Announces 2018 Third Quarter Results ST. LOUIS, October 31, 2018 — Express Scripts Holding Company (Nasdaq: ESRX) announced consolidated 2018 third quarter net income of $1,071.6 million or $1.89 per diluted share. Conso

October 31, 2018 10-Q

ESRX / Express Scripts Holding Co. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018. ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 1-35490

September 18, 2018 EX-99.1

U.S. DEPARTMENT OF JUSTICE GRANTS CLEARANCE TO CIGNA’S ACQUISITION OF EXPRESS SCRIPTS

EX-99.1 Exhibit 99.1 U.S. DEPARTMENT OF JUSTICE GRANTS CLEARANCE TO CIGNA’S ACQUISITION OF EXPRESS SCRIPTS September 17, 2018 02:49 PM Eastern Daylight Time BLOOMFIELD, Conn. & ST. LOUIS — (BUSINESS WIRE) — Cigna Corporation (NYSE: CI) (“Cigna”) and Express Scripts Holding Company (NASDAQ: ESRX) (“Express Scripts”) today announced that the Antitrust Division of the United States Department of Just

September 18, 2018 8-K

Financial Statements and Exhibits, Other Events

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): September 17, 2018 EXPRESS SCRIPTS HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 001-35490 45-2884094 (State or other jurisdiction of incorp

August 29, 2018 8-K

Regulation FD Disclosure

8-K 1 d519945d8k.htm 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): August 29, 2018 EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-35490 45-2884094 (State or Other Jurisdict

August 24, 2018 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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): August 24, 2018 EXPRESS SCRIPTS HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 001-35490 45-2884094 (State or other jurisdiction of incorpora

August 24, 2018 EX-99.1

Express Scripts Stockholders Approve Acquisition by Cigna

EX-99.1 Exhibit 99.1 Express Scripts Stockholders Approve Acquisition by Cigna ST. LOUIS, Aug. 24, 2018 /PRNewswire/ – Stockholders of Express Scripts Holding Company (NASDAQ: ESRX) today approved the proposed acquisition of Express Scripts by Cigna. Based on a preliminary tabulation, approximately 78 percent of the shares of Express Scripts common stock outstanding and entitled to vote adopted th

August 16, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

425 FILED BY EXPRESS SCRIPTS HOLDING COMPANY PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: EXPRESS SCRIPTS HOLDING COMPANY / CIGNA CORPORATION COMMISSION FILE NO.

August 15, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

425 FILED BY EXPRESS SCRIPTS HOLDING COMPANY PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: EXPRESS SCRIPTS HOLDING COMPANY / CIGNA CORPORATION COMMISSION FILE NO.

August 13, 2018 8-K

Financial Statements and Exhibits, Other Events

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): August 13, 2018 EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-35490 45-2884094 (State or Other Jurisdiction of Incorpora

August 13, 2018 EX-99.1

Leading Independent Proxy Advisory Firm Glass Lewis Recommends Express Scripts Stockholders Vote “FOR” Merger Agreement with Cigna

EX-99.1 Exhibit 99.1 Leading Independent Proxy Advisory Firm Glass Lewis Recommends Express Scripts Stockholders Vote “FOR” Merger Agreement with Cigna Press Release August 13, 2018 Express Scripts Reminds Stockholders to Vote “FOR” the Merger ST. LOUIS, Aug. 13, 2018 /PRNewswire/ — Express Scripts (NASDAQ: ESRX) today announced that Glass, Lewis & Co., LLC (“Glass Lewis”), a leading independent p

August 13, 2018 EX-99.1

Leading Independent Proxy Advisory Firm Glass Lewis Recommends Express Scripts Stockholders Vote “FOR” Merger Agreement with Cigna

EX-99.1 Exhibit 99.1 Leading Independent Proxy Advisory Firm Glass Lewis Recommends Express Scripts Stockholders Vote “FOR” Merger Agreement with Cigna Press Release August 13, 2018 Express Scripts Reminds Stockholders to Vote “FOR” the Merger ST. LOUIS, Aug. 13, 2018 /PRNewswire/ — Express Scripts (NASDAQ: ESRX) today announced that Glass, Lewis & Co., LLC (“Glass Lewis”), a leading independent p

August 13, 2018 425

ESRX / Express Scripts Holding Co. FORM 8-K (Prospectus)

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): August 13, 2018 EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-35490 45-2884094 (State or Other Jurisdiction of Incorpora

August 10, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

425 FILED BY EXPRESS SCRIPTS HOLDING COMPANY PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: EXPRESS SCRIPTS HOLDING COMPANY / CIGNA CORPORATION COMMISSION FILE NO.

August 10, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

425 FILED BY EXPRESS SCRIPTS HOLDING COMPANY PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: EXPRESS SCRIPTS HOLDING COMPANY / CIGNA CORPORATION COMMISSION FILE NO.

August 10, 2018 EX-99.1

Leading Proxy Advisory Firm ISS Recommends Express Scripts Stockholders Vote “FOR” Merger with Cigna

EX-99.1 Exhibit 99.1 Leading Proxy Advisory Firm ISS Recommends Express Scripts Stockholders Vote “FOR” Merger with Cigna ST. LOUIS, Aug. 10, 2018 / PRNewswire / Express Scripts (NASDAQ: ESRX) today announced that Institutional Shareholder Services Inc. (“ISS”), a leading independent proxy advisory firm, has recommended that Express Scripts stockholders vote “FOR” Express Scripts’ merger agreement

August 10, 2018 8-K

Financial Statements and Exhibits, Other Events

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): August 10, 2018 EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-35490 45-2884094 (State or Other Jurisdiction of Incorporation

August 10, 2018 EX-99.1

Leading Proxy Advisory Firm ISS Recommends Express Scripts Stockholders Vote “FOR” Merger with Cigna

EX-99.1 Exhibit 99.1 Leading Proxy Advisory Firm ISS Recommends Express Scripts Stockholders Vote “FOR” Merger with Cigna ST. LOUIS, Aug. 10, 2018 / PRNewswire / Express Scripts (NASDAQ: ESRX) today announced that Institutional Shareholder Services Inc. (“ISS”), a leading independent proxy advisory firm, has recommended that Express Scripts stockholders vote “FOR” Express Scripts’ merger agreement

August 10, 2018 425

ESRX / Express Scripts Holding Co. 8-K (Prospectus)

425 1 d605208d8k.htm 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): August 10, 2018 EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-35490 45-2884094 (State or Other Jurisdict

August 10, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

425 FILED BY EXPRESS SCRIPTS HOLDING COMPANY PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: EXPRESS SCRIPTS HOLDING COMPANY / CIGNA CORPORATION COMMISSION FILE NO.

August 9, 2018 DEFA14A

ESRX / Express Scripts Holding Co. DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

August 8, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

425 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): August 8, 2018 EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-35490 45-2884094 (State or Other Jurisdiction of Incorporation o

August 8, 2018 EX-99.1

IMPORTANT INFORMATION ABOUT THE TRANSACTION AND WHERE TO FIND IT This communication does not constitute an offer to sell or solicitation of an offer to buy any securities. In connection with the proposed transaction, the newly formed company which wi

EX-99.1 CIGNA REITERATES SUPPORT FOR PROPOSED MERGER WITH EXPRESS SCRIPTS August 2018 Exhibit 99.1 FORWARD LOOKING STATEMENTS Information included or incorporated by reference in this communication, and information which may be contained in other filings with the Securities and Exchange Commission (the “SEC”) and press releases or other public statements, contains or may contain forward-looking st

August 8, 2018 EX-99.1

IMPORTANT INFORMATION ABOUT THE TRANSACTION AND WHERE TO FIND IT This communication does not constitute an offer to sell or solicitation of an offer to buy any securities. In connection with the proposed transaction, the newly formed company which wi

EX-99.1 CIGNA REITERATES SUPPORT FOR PROPOSED MERGER WITH EXPRESS SCRIPTS August 2018 Exhibit 99.1 FORWARD LOOKING STATEMENTS Information included or incorporated by reference in this communication, and information which may be contained in other filings with the Securities and Exchange Commission (the “SEC”) and press releases or other public statements, contains or may contain forward-looking st

August 8, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): August 8, 2018 EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-35490 45-2884094 (State or Other Jurisdiction of Incorporation o

August 3, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

425 FILED BY EXPRESS SCRIPTS HOLDING COMPANY PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: EXPRESS SCRIPTS HOLDING COMPANY / CIGNA CORPORATION COMMISSION FILE NO.

August 3, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

425 FILED BY EXPRESS SCRIPTS HOLDING COMPANY PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: EXPRESS SCRIPTS HOLDING COMPANY / CIGNA CORPORATION COMMISSION FILE NO.

August 1, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

425 FILED BY EXPRESS SCRIPTS HOLDING COMPANY PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: EXPRESS SCRIPTS HOLDING COMPANY / CIGNA CORPORATION COMMISSION FILE NO.

August 1, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

425 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): August 1, 2018 EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-35490 45-2884094 (State or Other Jurisdiction of Incorporation o

August 1, 2018 EX-99.1

Express Scripts Announces 2018 Second Quarter Results - Reports 13% Consolidated GAAP Earnings Per Diluted Share Growth - Raises Core Adjusted EBITDA Guidance Range - Increases Client Retention Level - Projects 2% to 3% Core Adjusted Claims Growth fo

EX-99.1 Exhibit 99.1 Contact: Jim Havel, Chief Financial Officer Ben Bier, Vice President, Investor Relations (314) 810-3115 [email protected] Express Scripts Announces 2018 Second Quarter Results - Reports 13% Consolidated GAAP Earnings Per Diluted Share Growth - Raises Core Adjusted EBITDA Guidance Range - Increases Client Retention Level - Projects 2% to 3% Core Adjusted Cl

August 1, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 1, 2018 EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-35490 45-2884094 (State or Other Jurisdiction of Incorporation o

August 1, 2018 EX-99.1

Express Scripts Announces 2018 Second Quarter Results - Reports 13% Consolidated GAAP Earnings Per Diluted Share Growth - Raises Core Adjusted EBITDA Guidance Range - Increases Client Retention Level - Projects 2% to 3% Core Adjusted Claims Growth fo

EX-99.1 Exhibit 99.1 Contact: Jim Havel, Chief Financial Officer Ben Bier, Vice President, Investor Relations (314) 810-3115 [email protected] Express Scripts Announces 2018 Second Quarter Results - Reports 13% Consolidated GAAP Earnings Per Diluted Share Growth - Raises Core Adjusted EBITDA Guidance Range - Increases Client Retention Level - Projects 2% to 3% Core Adjusted Cl

August 1, 2018 10-Q

ESRX / Express Scripts Holding Co. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018. ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 1-35490 EXPRE

August 1, 2018 EX-10.1

Retention Agreement by and between Cigna Corporation and Mr. Timothy Wentworth, dated as of May 12, 2018.

Exhibit 10.1 EXECUTIVE RETENTION AGREEMENT THIS RETENTION AGREEMENT (this “Agreement”), dated as of May 12, 2018, is by and between Cigna Corporation, a Delaware corporation (“Cigna”) and Timothy Wentworth (“Executive”). WHEREAS, Cigna and Executive are entering into this Agreement in connection with the proposed merger (the “Merger”) as contemplated by the Agreement and Plan of Merger, dated as o

July 30, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

425 FILED BY EXPRESS SCRIPTS HOLDING COMPANY PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: EXPRESS SCRIPTS HOLDING COMPANY / CIGNA CORPORATION COMMISSION FILE NO.

July 27, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

425 1 d576961d425.htm 425 FILED BY EXPRESS SCRIPTS HOLDING COMPANY PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: EXPRESS SCRIPTS HOLDING COMPANY / CIGNA CORPORATION COMMISSION FILE NO. 001-35490 The following is a transcript of a video made available on www.makinghealthcaresimple.com. Your H

July 20, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

425 FILED BY EXPRESS SCRIPTS HOLDING COMPANY PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: EXPRESS SCRIPTS HOLDING COMPANY / CIGNA CORPORATION COMMISSION FILE NO.

July 16, 2018 DEFM14A

ESRX / Express Scripts Holding Co. DEFM14A

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  o Check the appropriate box:  o Preliminary Proxy Statement  o Confidential, for Use of t

July 2, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): July 2, 2018 (June 27, 2018) EXPRESS SCRIPTS HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 001-35490 45-2884094 (State or other jurisdiction of i

July 2, 2018 EX-2.1

Amendment No. 1 to the Agreement and Plan of Merger, dated as of June 27, 2018, by and among Cigna Corporation, Express Scripts Holding Company, Halfmoon Parent, Inc., Halfmoon I, Inc. and Halfmoon II, Inc., incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed July 2, 2018.

EX-2.1 Exhibit 2.1 EXECUTION VERSION AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 1 (this “Amendment”), dated as of June 27, 2018, to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 8, 2018 (as amended, restated, modified or supplemented from time to time, the “Merger Agreement”), by and among Cigna Corporation (“Parent”), Express Scripts Holding

July 2, 2018 EX-2.1

Amendment No. 1 to the Agreement and Plan of Merger, dated as of June 27, 2018, by and among Cigna Corporation, Express Scripts Holding Company, Halfmoon Parent, Inc., Halfmoon I, Inc. and Halfmoon II, Inc.

EX-2.1 Exhibit 2.1 EXECUTION VERSION AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 1 (this “Amendment”), dated as of June 27, 2018, to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 8, 2018 (as amended, restated, modified or supplemented from time to time, the “Merger Agreement”), by and among Cigna Corporation (“Parent”), Express Scripts Holding

July 2, 2018 425

ESRX / Express Scripts Holding Co. 8-K (Prospectus)

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): July 2, 2018 (June 27, 2018) EXPRESS SCRIPTS HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 001-35490 45-2884094 (State or other jurisdiction of i

June 4, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

425 FILED BY EXPRESS SCRIPTS HOLDING COMPANY PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: EXPRESS SCRIPTS HOLDING COMPANY / CIGNA CORPORATION COMMISSION FILE NO.

June 4, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

425 FILED BY EXPRESS SCRIPTS HOLDING COMPANY PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: EXPRESS SCRIPTS HOLDING COMPANY / CIGNA CORPORATION COMMISSION FILE NO.

June 4, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

425 1 d574299d425.htm 425 FILED BY EXPRESS SCRIPTS HOLDING COMPANY PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: EXPRESS SCRIPTS HOLDING COMPANY / CIGNA CORPORATION COMMISSION FILE NO. 001-35490 The following information was made available on www.advancinghealthcare.com. Combining to deliver

June 4, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

FILED BY EXPRESS SCRIPTS HOLDING COMPANY PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: EXPRESS SCRIPTS HOLDING COMPANY / CIGNA CORPORATION COMMISSION FILE NO.

June 4, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

425 1 d600052d425.htm 425 FILED BY EXPRESS SCRIPTS HOLDING COMPANY PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: EXPRESS SCRIPTS HOLDING COMPANY / CIGNA CORPORATION COMMISSION FILE NO. 001-35490 The following is a transcript of a video made available on www.advancinghealthcare.com. David Cor

June 4, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

425 FILED BY EXPRESS SCRIPTS HOLDING COMPANY PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: EXPRESS SCRIPTS HOLDING COMPANY / CIGNA CORPORATION COMMISSION FILE NO.

June 4, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

FILED BY EXPRESS SCRIPTS HOLDING COMPANY PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: EXPRESS SCRIPTS HOLDING COMPANY / CIGNA CORPORATION COMMISSION FILE NO.

June 4, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

FILED BY EXPRESS SCRIPTS HOLDING COMPANY PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: EXPRESS SCRIPTS HOLDING COMPANY / CIGNA CORPORATION COMMISSION FILE NO.

June 4, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

425 1 d600037d425.htm 425 FILED BY EXPRESS SCRIPTS HOLDING COMPANY PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: EXPRESS SCRIPTS HOLDING COMPANY / CIGNA CORPORATION COMMISSION FILE NO. 001-35490 The following content was added to www.advancinghealthcare.com. Transcripts for new videos are fi

June 1, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

FILED BY EXPRESS SCRIPTS HOLDING COMPANY PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: EXPRESS SCRIPTS HOLDING COMPANY / CIGNA CORPORATION COMMISSION FILE NO.

June 1, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

FILED BY EXPRESS SCRIPTS HOLDING COMPANY PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: EXPRESS SCRIPTS HOLDING COMPANY / CIGNA CORPORATION COMMISSION FILE NO.

June 1, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

FILED BY EXPRESS SCRIPTS HOLDING COMPANY PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: EXPRESS SCRIPTS HOLDING COMPANY / CIGNA CORPORATION COMMISSION FILE NO.

June 1, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

FILED BY EXPRESS SCRIPTS HOLDING COMPANY PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: EXPRESS SCRIPTS HOLDING COMPANY / CIGNA CORPORATION COMMISSION FILE NO.

June 1, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

FILED BY EXPRESS SCRIPTS HOLDING COMPANY PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: EXPRESS SCRIPTS HOLDING COMPANY / CIGNA CORPORATION COMMISSION FILE NO.

June 1, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

425 FILED BY EXPRESS SCRIPTS HOLDING COMPANY PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: EXPRESS SCRIPTS HOLDING COMPANY / CIGNA CORPORATION COMMISSION FILE NO.

June 1, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

425 FILED BY EXPRESS SCRIPTS HOLDING COMPANY PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: EXPRESS SCRIPTS HOLDING COMPANY / CIGNA CORPORATION COMMISSION FILE NO.

June 1, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

425 FILED BY EXPRESS SCRIPTS HOLDING COMPANY PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: EXPRESS SCRIPTS HOLDING COMPANY / CIGNA CORPORATION COMMISSION FILE NO.

June 1, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

FILED BY EXPRESS SCRIPTS HOLDING COMPANY PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: EXPRESS SCRIPTS HOLDING COMPANY / CIGNA CORPORATION COMMISSION FILE NO.

June 1, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

FILED BY EXPRESS SCRIPTS HOLDING COMPANY PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: EXPRESS SCRIPTS HOLDING COMPANY / CIGNA CORPORATION COMMISSION FILE NO.

June 1, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

FILED BY EXPRESS SCRIPTS HOLDING COMPANY PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: EXPRESS SCRIPTS HOLDING COMPANY / CIGNA CORPORATION COMMISSION FILE NO.

June 1, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

425 FILED BY EXPRESS SCRIPTS HOLDING COMPANY PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: EXPRESS SCRIPTS HOLDING COMPANY / CIGNA CORPORATION COMMISSION FILE NO.

June 1, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

FILED BY EXPRESS SCRIPTS HOLDING COMPANY PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: EXPRESS SCRIPTS HOLDING COMPANY / CIGNA CORPORATION COMMISSION FILE NO.

May 16, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

425 FILED BY EXPRESS SCRIPTS HOLDING COMPANY PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: EXPRESS SCRIPTS HOLDING COMPANY / CIGNA CORPORATION COMMISSION FILE NO.

May 14, 2018 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 d584437d8k.htm 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): May 10, 2018 EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-35490 45-2884094 (State or Other Jurisdiction

May 7, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

425 FILED BY EXPRESS SCRIPTS HOLDING COMPANY PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: EXPRESS SCRIPTS HOLDING COMPANY / CIGNA CORPORATION COMMISSION FILE NO.

May 4, 2018 PX14A6G

ESRX / Express Scripts Holding Co. PX14A6G

PX14A6G 1 d54181px14a6g.htm NOTICE OF EXEMPT SOLICITATION Name of the registrant: Express Scripts Holding Company Name of person relying on exemption: New York State Comptroller Thomas P. DiNapoli, Trustee of the New York State Common Retirement Fund Address of person relying on exemption: Office of the New York State Comptroller Division of Legal Services 110 State Street, 14th Floor Albany, NY 1

May 2, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

FILED BY EXPRESS SCRIPTS HOLDING COMPANY PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: EXPRESS SCRIPTS HOLDING COMPANY / CIGNA CORPORATION COMMISSION FILE NO.

May 2, 2018 EX-99.1

Express Scripts Announces 2018 First Quarter Results

EX-99.1 Exhibit 99.1 Contact: Jim Havel, Chief Financial Officer Ben Bier, Vice President, Investor Relations (314) 810-3115 [email protected] Express Scripts Announces 2018 First Quarter Results ST. LOUIS, May 2, 2018 — Express Scripts Holding Company (Nasdaq: ESRX) announced consolidated 2018 first quarter net income of $623.2 million or $1.10 per diluted share. Consolidated

May 2, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

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): May 2, 2018 EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-35490 45-2884094 (State or Other Jurisdiction of Incorporation or Organ

May 2, 2018 EX-99.1

Express Scripts Announces 2018 First Quarter Results

EX-99.1 Exhibit 99.1 Contact: Jim Havel, Chief Financial Officer Ben Bier, Vice President, Investor Relations (314) 810-3115 [email protected] Express Scripts Announces 2018 First Quarter Results ST. LOUIS, May 2, 2018 — Express Scripts Holding Company (Nasdaq: ESRX) announced consolidated 2018 first quarter net income of $623.2 million or $1.10 per diluted share. Consolidated

May 2, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 2, 2018 EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-35490 45-2884094 (State or Other Jurisdiction of Incorporation or O

May 2, 2018 PX14A6G

ESRX / Express Scripts Holding Co. PX14A6G

PX14A6G 1 m52180px14a6g.htm NOTICE OF EXEMPT SOLICITATION Name of the registrant: Express Scripts Holding Company Name of person relying on exemption: New York State Comptroller Thomas P. DiNapoli, Trustee of the New York State Common Retirement Fund Address of person relying on exemption: Office of the New York State Comptroller Division of Legal Services 110 State Street, 14th Floor Albany, NY 1

May 2, 2018 10-Q

ESRX / Express Scripts Holding Co. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018. ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 1-35490 EXPR

April 25, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

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 25, 2018 EXPRESS SCRIPTS HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 001-35490 45-2884094 (State or other jurisdiction of incorporation) (Com

April 25, 2018 EX-99.1

IMPORTANT INFORMATION ABOUT THE TRANSACTION AND WHERE TO FIND IT This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. In connection with the proposed transaction, the newly formed company which wi

EX-99.1 Express Scripts KEY FACTS FOR CIGNA INVESTORS Exhibit 99.1 FORWARD LOOKING STATEMENTS Information included or incorporated by reference in this communication, and information which may be contained in other filings with the Securities and Exchange Commission (the “SEC”) and press releases or other public statements, contains or may contain forward-looking statements. These forward-looking

April 25, 2018 EX-99.1

IMPORTANT INFORMATION ABOUT THE TRANSACTION AND WHERE TO FIND IT This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. In connection with the proposed transaction, the newly formed company which wi

EX-99.1 Express Scripts KEY FACTS FOR CIGNA INVESTORS Exhibit 99.1 FORWARD LOOKING STATEMENTS Information included or incorporated by reference in this communication, and information which may be contained in other filings with the Securities and Exchange Commission (the “SEC”) and press releases or other public statements, contains or may contain forward-looking statements. These forward-looking

April 25, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 25, 2018 EXPRESS SCRIPTS HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 001-35490 45-2884094 (State or other jurisdiction of incorporation)

April 24, 2018 8-K

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): April 23, 2018 EXPRESS SCRIPTS HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 001-35490 45-2884094 (State or other jurisdiction of incorporation) (Com

April 24, 2018 425

ESRX / Express Scripts Holding Co. 8-K (Prospectus)

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 23, 2018 EXPRESS SCRIPTS HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 001-35490 45-2884094 (State or other jurisdiction of incorporation)

April 11, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

425 FILED BY EXPRESS SCRIPTS HOLDING COMPANY PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: EXPRESS SCRIPTS HOLDING COMPANY / CIGNA CORPORATION COMMISSION FILE NO.

April 4, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

425 Designing personalized solutions Offering a full suite of medical, behavioral, pharmacy, specialty pharmacy and other health engagement services Optimizing care Leveraging technology and data to enhance care delivery and improve outcomes Creating value through collaboration Expanding value-based healthcare reimbursement models Important Information for Investors and Stockholders FORWARD LOOKING STATEMENTS Cautionary Notes on Forward Looking Statements Information included or incorporated by reference in this communication, and information which may be contained in other filings with the Securities and Exchange Commission (the “SEC”) and press releases or other public statements, contains or may contain forward-looking statements.

March 29, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

425 FILED BY EXPRESS SCRIPTS HOLDING COMPANY PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: EXPRESS SCRIPTS HOLDING COMPANY / CIGNA CORPORATION COMMISSION FILE NO.

March 29, 2018 DEFA14A

ESRX / Express Scripts Holding Co. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (a

March 29, 2018 DEF 14A

ESRX / Express Scripts Holding Co. DEF 14A

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the

March 19, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

425 FILED BY EXPRESS SCRIPTS HOLDING COMPANY PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: EXPRESS SCRIPTS HOLDING COMPANY / CIGNA CORPORATION COMMISSION FILE NO.

March 15, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

425 1 d530521d425.htm 425 FILED BY EXPRESS SCRIPTS HOLDING COMPANY PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: EXPRESS SCRIPTS HOLDING COMPANY / CIGNA CORPORATION COMMISSION FILE NO. 001-35490 Express Scripts Holding Company posted the video of the CNBC interview held on March 8, 2018 on i

March 9, 2018 EX-3.1

Amendment No. 1 to Amended and Restated Bylaws of Express Scripts Holding Company, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed March 9, 2018.

EX-3.1 Exhibit 3.1 AMENDMENT NO. 1 TO AMENDED AND RESTATED BYLAWS OF EXPRESS SCRIPTS HOLDING COMPANY Effective March 7, 2018, Express Scripts Holding Company amended its Amended and Restated Bylaws inserting the following as Section 6.11 thereof: Section 6.11. Forum for Adjudication of Certain Disputes. Unless the corporation consents in writing to the selection of an alternative forum (an “Altern

March 9, 2018 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 8, 2018 EXPRESS SCRIPTS HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 001-35490 45-2884094 (State or other jurisdiction (Commission (I

March 9, 2018 EX-2.1

Agreement and Plan of Merger, dated as of March 8, 2018, by and among Cigna Corporation, Express Scripts Holding Company, Halfmoon Parent, Inc., Halfmoon I, Inc., and Halfmoon II, Inc., incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed March 9, 2018.

EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among CIGNA CORPORATION, EXPRESS SCRIPTS HOLDING COMPANY, HALFMOON PARENT, INC., HALFMOON I, INC. and HALFMOON II, INC. Dated as of March 8, 2018 TABLE OF CONTENTS Page Article I THE MERGER Section 1.1 The Merger 2 Section 1.2 Closing 3 Section 1.3 Effective Time 3 Section 1.4 Effects of the Merger 3 Section 1.5 Constituent Documents 3 Section

March 9, 2018 EX-2.1

Agreement and Plan of Merger, dated as of March 8, 2018, by and among Cigna Corporation, Express Scripts Holding Company, Halfmoon Parent, Inc., Halfmoon I, Inc., and Halfmoon II, Inc.

EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among CIGNA CORPORATION, EXPRESS SCRIPTS HOLDING COMPANY, HALFMOON PARENT, INC., HALFMOON I, INC. and HALFMOON II, INC. Dated as of March 8, 2018 TABLE OF CONTENTS Page Article I THE MERGER Section 1.1 The Merger 2 Section 1.2 Closing 3 Section 1.3 Effective Time 3 Section 1.4 Effects of the Merger 3 Section 1.5 Constituent Documents 3 Section

March 9, 2018 EX-3.1

Amendment No. 1 to Amended and Restated Bylaws of Express Scripts Holding Company.

EX-3.1 Exhibit 3.1 AMENDMENT NO. 1 TO AMENDED AND RESTATED BYLAWS OF EXPRESS SCRIPTS HOLDING COMPANY Effective March 7, 2018, Express Scripts Holding Company amended its Amended and Restated Bylaws inserting the following as Section 6.11 thereof: Section 6.11. Forum for Adjudication of Certain Disputes. Unless the corporation consents in writing to the selection of an alternative forum (an “Altern

March 9, 2018 425

ESRX / Express Scripts Holding Co. FORM 8-K (Prospectus)

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 8, 2018 EXPRESS SCRIPTS HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 001-35490 45-2884094 (State or other jurisdiction (Commission (I

March 9, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

425 FILED BY EXPRESS SCRIPTS HOLDING COMPANY PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANIES: EXPRESS SCRIPTS HOLDING COMPANY AND CIGNA CORPORATION COMMISSION FILE NO.

March 9, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

FILED BY EXPRESS SCRIPTS HOLDING COMPANY PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANIES: EXPRESS SCRIPTS HOLDING COMPANY AND CIGNA CORPORATION COMMISSION FILE NO.

March 9, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

425 FILED BY EXPRESS SCRIPTS HOLDING COMPANY PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANIES: EXPRESS SCRIPTS HOLDING COMPANY AND CIGNA CORPORATION COMMISSION FILE NO.

March 9, 2018 425

ESRX / Express Scripts Holding Co. 425 (Prospectus)

FILED BY EXPRESS SCRIPTS HOLDING COMPANY PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANIES: EXPRESS SCRIPTS HOLDING COMPANY AND CIGNA CORPORATION COMMISSION FILE NO.

March 8, 2018 425

ESRX / Express Scripts Holding Co. 8-K (Prospectus)

425 1 d549178d8k.htm 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 8, 2018 EXPRESS SCRIPTS HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 001-35490 45-2884094 (State or other jurisdictio

March 8, 2018 EX-99.1

CIGNA TO ACQUIRE EXPRESS SCRIPTS FOR $67 BILLION

EX-99.1 Exhibit 99.1 CIGNA TO ACQUIRE EXPRESS SCRIPTS FOR $67 BILLION • Drives greater affordability and connectivity with customers and their health care providers, while making health care simpler • Creates an expanded portfolio of health services with greater choice, alignment and value across a proven services platform • Expands distribution of health services for employers, health plans and g

March 8, 2018 EX-99.1

CIGNA TO ACQUIRE EXPRESS SCRIPTS FOR $67 BILLION

EX-99.1 2 d549178dex991.htm EX-99.1 Exhibit 99.1 CIGNA TO ACQUIRE EXPRESS SCRIPTS FOR $67 BILLION • Drives greater affordability and connectivity with customers and their health care providers, while making health care simpler • Creates an expanded portfolio of health services with greater choice, alignment and value across a proven services platform • Expands distribution of health services for e

March 8, 2018 8-K

ESRX / Express Scripts Holding Co. 8-K (Current Report)

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 8, 2018 EXPRESS SCRIPTS HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 001-35490 45-2884094 (State or other jurisdiction of incorporation) (

February 27, 2018 EX-99.1

Express Scripts Announces 2017 Fourth Quarter and Full Year Results

EX-99.1 Exhibit 99.1 Contact: Jim Havel, Chief Financial Officer Ben Bier, Vice President, Investor Relations (314) 810-3115 [email protected] Express Scripts Announces 2017 Fourth Quarter and Full Year Results ST. LOUIS, February 27, 2018 ? Express Scripts Holding Company (Nasdaq: ESRX) announced consolidated 2017 fourth quarter and full year net income of $2,327.6 million an

February 27, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 27, 2018 EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-35490 45-2884094 (State or Other Jurisdiction of Incorporatio

February 27, 2018 EX-21.1

Subsidiaries of Express Scripts Holding Company.

EXHIBIT 21.1 The following are subsidiaries of the Company as of December 31, 2017. The names of other subsidiaries have been omitted as they would not, if considered in the aggregate as a single subsidiary, constitute a significant subsidiary pursuant to Item 601(b)(21)(ii) of Regulation S-K under the Securities Exchange Act of 1934, as amended. Subsidiary State of Organization D/B/A Accredo Heal

February 27, 2018 10-K

ESRX / Express Scripts Holding Co. 10-K (Annual Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2017, OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO . Commission File Number: 1-35490 EXPRES

February 27, 2018 EX-12.1

Statement regarding computation of ratio of earnings to fixed charges.

EXHIBIT 12.1 EXPRESS SCRIPTS HOLDING COMPANY Calculation of Ratio of Earnings to Fixed Charges (Dollar amounts in millions) Year Ended December 31, 2017 2016 2015 2014 2013 Income from continuing operations before income taxes(1) $ 4,921.9 $ 4,421.5 $ 3,859.6 $ 3,056.1 $ 3,012.0 Add: Interest expense(2) 590.2 552.1 498.7 511.4 529.1 Estimated interest component of rental expense 20.2 21.0 20.8 19.

February 13, 2018 SC 13G

ESRX / Express Scripts Holding Co. / DODGE & COX - SCHEDULE 13G Passive Investment

SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 0)* EXPRESS SCRIPTS HOLDING COMPANY (Name of Issuer) Common Stock (Title of Class of Securities) 30219G108 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p

February 9, 2018 SC 13G/A

ESRX / Express Scripts Holding Co. / VANGUARD GROUP INC Passive Investment

expressscriptsholdingco.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3 )* Name of issuer: Express Scripts Holding Co Title of Class of Securities: Common Stock CUSIP Number: 30219G108 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the a

January 26, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 d523000d8k.htm 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 24, 2018 EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-35490 45-2884094 (State or Other Jur

December 19, 2017 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, 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): December 13, 2017 EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-35490 45-2884094 (State or Other Jurisdiction of Incorporation or

December 19, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): December 13, 2017 EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-35490 45-2884094 (State or Other Jurisdiction of Incorporation or

December 19, 2017 EX-99.1

EXPRESS SCRIPTS CLOSES ACQUISITION OF EVICORE; COMPANIES UNITE TO IMPROVE HEALTHCARE FOR 100 MILLION AMERICANS

Exhibit 99.1 EVICORE CLOSE PRESS RELEASE EXPRESS SCRIPTS CLOSES ACQUISITION OF EVICORE; COMPANIES UNITE TO IMPROVE HEALTHCARE FOR 100 MILLION AMERICANS ? Improves ability to address enormous inefficiencies and unnecessary spending ? Leverages evidence-based medicine, advanced data analytics and clinical specialization to improve care and control cost across pharmacy and medical platforms ? Deliver

November 30, 2017 EX-4.2

Twenty-Third Supplemental Indenture, dated as of November 30, 2017, among Express Scripts Holding Company, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee and Calculation Agent

Exhibit 4.2 EXECUTION VERSION TWENTY-THIRD SUPPLEMENTAL INDENTURE Dated as of November 30, 2017 Supplementing that Certain INDENTURE Dated as of November 21, 2011 Among EXPRESS SCRIPTS HOLDING COMPANY THE GUARANTORS PARTY HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and Calculation Agent FLOATING RATE SENIOR NOTES DUE 2020 This Twenty-Third Supplemental Indenture, dated as of Nove

November 30, 2017 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): November 30, 2017 EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-35490 45-2884094 (State or Other Jurisdiction of Incorporation or

November 30, 2017 EX-4.3

Twenty-Fourth Supplemental Indenture, dated as of November 30, 2017, among Express Scripts Holding Company, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee

Exhibit 4.3 EXECUTION VERSION TWENTY-FOURTH SUPPLEMENTAL INDENTURE Dated as of November 30, 2017 Supplementing that Certain INDENTURE Dated as of November 21, 2011 Among EXPRESS SCRIPTS HOLDING COMPANY THE GUARANTORS PARTY HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 3.050% SENIOR NOTES DUE 2022 This Twenty-Fourth Supplemental Indenture, dated as of November 30, 2017 (this ?Twenty

November 30, 2017 EX-4.1

Twenty-Second Supplemental Indenture, dated as of November 30, 2017, among Express Scripts Holding Company, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee

Exhibit 4.1 EXECUTION VERSION TWENTY-SECOND SUPPLEMENTAL INDENTURE Dated as of November 30, 2017 Supplementing that Certain INDENTURE Dated as of November 21, 2011 Among EXPRESS SCRIPTS HOLDING COMPANY THE GUARANTORS PARTY HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 2.600% SENIOR NOTES DUE 2020 This Twenty-Second Supplemental Indenture, dated as of November 30, 2017 (this ?Twenty

November 22, 2017 EX-1.1

Underwriting Agreement, dated November 20, 2017, among the Company, the subsidiary guarantors party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and Mizuho Securities USA LLC, as representatives of the several underwriters named therein.

Exhibit 1.1 EXECUTION VERSION EXPRESS SCRIPTS HOLDING COMPANY $500,000,000 2.600% Senior Notes Due 2020 $400,000,000 Floating Rate Senior Notes Due 2020 $500,000,000 3.050% Senior Notes Due 2022 UNDERWRITING AGREEMENT November 20, 2017 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED One Bryant Park New York, New York 10036 CITIGROUP GLOBAL MARKETS INC., 388 Greenwich Street New York, New York 1

November 22, 2017 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): November 20, 2017 EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-35490 45-2884094 (State or Other Jurisdiction of Incorporation or

November 22, 2017 424B5

CALCULATION OF REGISTRATION FEE Title of each Class of Securities to be Registered Proposed Maximum Aggregate Offering Price Amount of Registration Fee(1) 2.600 % Senior Notes due 2020 Floating Rate Senior Notes due 2020 3.050 % Senior Notes due 2022

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-221565 CALCULATION OF REGISTRATION FEE Title of each Class of Securities to be Registered Proposed Maximum Aggregate Offering Price Amount of Registration Fee(1) 2.600 % Senior Notes due 2020 Floating Rate Senior Notes due 2020 3.050 % Senior Notes due 2022 $1,400,000,000 $174,300 (1) The filing fee is calculated in accordance

November 20, 2017 FWP

Express Scripts Holding Company $500,000,000 2.600% Senior Notes due 2020 $400,000,000 Floating Rate Senior Notes due 2020 $500,000,000 3.050% Senior Notes due 2022

Filed Pursuant to Rule 433 Registration Statement No. 333-221565 Pricing Term Sheet November 20, 2017 Express Scripts Holding Company $500,000,000 2.600% Senior Notes due 2020 $400,000,000 Floating Rate Senior Notes due 2020 $500,000,000 3.050% Senior Notes due 2022 This pricing term sheet to the preliminary prospectus supplement dated November 20, 2017 should be read together with the preliminary

November 20, 2017 424B5

SUBJECT TO COMPLETION, DATED NOVEMBER 20, 2017

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-221565 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 not pe

November 14, 2017 EX-12.1

Statement re: Computation of Ratio of Earnings to Fixed Charges.

EX-12.1 EXHIBIT 12.1 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, 2017 2016 2016 2015 2014 2013 2012 Income from continuing operations before income taxes(1) $ 3,493.2 $ 3,084.5 $ 4,421.5 $ 3,859.6 $ 3,056.1 $ 3,012.0 $ 2,188.5 Add: Interest expense(2) 439.9 406.1 552.1 498.7 5

November 14, 2017 EX-25.1

Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, of Wells Fargo Bank, National Association, as Trustee under the Indenture.

Exhibit 25.1 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 specified in its charter) A National

November 14, 2017 8-K

Financial Statements and Exhibits, 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): November 14, 2017 EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-35490 45-2884094 (State or Other Jurisdiction of Incorporation or

November 14, 2017 S-3ASR

Power of Attorney (included on signature pages hereto).

Table of Contents As filed with the Securities and Exchange Commission on November 14, 2017 Registration No.

November 14, 2017 EX-99.2

EXPRESS SCRIPTS HOLDING COMPANY Unaudited Consolidated Balance Sheet

Exhibit 99.2 This Exhibit to the Current Report on Form 8-K of Express Scripts Holding Company (the ?Company) includes Item 1 of the Company?s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (?SEC?) on October 24, 2017, with amendments to Note 12 - Condensed consolidating financial information. On October 26, 2017, the Company entered into an Amendment and Restateme

November 14, 2017 EX-99.1

EXPRESS SCRIPTS HOLDING COMPANY CONSOLIDATED BALANCE SHEET

Exhibit 99.1 This Exhibit to the Current Report on Form 8-K of Express Scripts Holding Company (the ?Company?) includes Item 8 of the Company?s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission (?SEC?) on February 14, 2017, with amendments to Note 12 - Condensed consolidating financial information. On October 26, 2017, the Company ent

November 3, 2017 EX-10.1

Transition and Release Agreement dated October 30, 2017 between Eric Slusser and Express Scripts Holding Company

Exhibit 10.1 TRANSITION AND RELEASE AGREEMENT ERIC SLUSSER I. Introduction. I, the undersigned, am currently an employee of Express Scripts Holding Company (?Express Scripts? or ?Company?) and/or an officer or employee of one or more of its subsidiaries or predecessor or affiliated companies, and prior to October 25, 2017 served as Executive Vice President and Chief Financial Officer of the Compan

November 3, 2017 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): October 30, 2017 EXPRESS SCRIPTS

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): October 30, 2017 EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-35490 45-2884094 (State or Other Jurisdiction of Incorpor

October 31, 2017 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, 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): October 26, 2017 EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-35490 45-2884094 (State or Other Jurisdiction of Incorporation or

October 31, 2017 EX-10.2

Form of Commercial Paper Dealer Agreement, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed October 31, 2017.

Exhibit 10.2 Commercial Paper Dealer Agreement 4(a)(2) Program Between: EXPRESS SCRIPTS HOLDING COMPANY, as Issuer and [ ], as Dealer Concerning Notes to be issued pursuant to an Issuing and Paying Agent Agreement, dated as of hereof, between the Issuer and [ ], as Issuing and Paying Agent Dated as of October 27, 2017 Commercial Paper Dealer Agreement 4(a)(2) Program This COMMERCIAL PAPER DEALER A

October 31, 2017 EX-10.1

Amendment and Restatement Agreement, dated as of October 26, 2017, among the Company, the Subsidiary Guarantors party thereto, the Lenders party thereto, Citibank N.A., as successor administrative agent, and Credit Suisse AG, Cayman Islands Branch, as existing administrative agent, relating to the Credit Agreement dated as of April 28, 2015, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 31, 2017.

Exhibit 10.1 AMENDMENT AND RESTATEMENT AGREEMENT dated as of October 26, 2017 (this ?Agreement?), among EXPRESS SCRIPTS HOLDING COMPANY, a Delaware corporation (?Company?), the SUBSIDIARY GUARANTORS party hereto, the LENDERS party hereto, CITIBANK N.A. (?Citibank?), in its capacity as successor administrative agent (the ?Administrative Agent?), and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (?Credit

October 24, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017. ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 1-35490

October 24, 2017 EX-99.1

Express Scripts Announces 2017 Third Quarter Results

EX-99.1 2 d482232dex991.htm EX-99.1 Exhibit 99.1 Contact: Ben Bier, Vice President, Investor Relations (314) 810-3115 [email protected] Express Scripts Announces 2017 Third Quarter Results ST. LOUIS, October 24, 2017 – Express Scripts Holding Company (Nasdaq: ESRX) announced 2017 third quarter net income of $841.7 million or $1.46 per diluted share. 2017 third quarter adjusted

October 24, 2017 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): October 18, 2017 EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-35490 45-2884094 (State or Other Jurisdiction of Incorporation or

October 24, 2017 EX-99.2

Express Scripts Appoints James M. Havel Chief Financial Officer

Exhibit 99.2 Express Scripts Appoints James M. Havel Chief Financial Officer ST. LOUIS, (Oct. 24, 2017) ? Express Scripts Holding Company (NASDAQ: ESRX) today announced that James M. Havel, who previously served as Express Scripts? Executive Vice President, has been named Executive Vice President and Chief Financial Officer, effective October 25, 2017. Eric Slusser, Executive Vice President and Ch

October 12, 2017 CORRESP

1

October 12, 2017 VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.

October 10, 2017 EX-99.1

Express Scripts to Acquire eviCore healthcare; Accelerates Company’s Shift to Patient Benefit Management

Exhibit 99.1 Express Scripts to Acquire eviCore healthcare; Accelerates Company?s Shift to Patient Benefit Management ? Improves ability to address $1 trillion annually wasted on unnecessary healthcare spending ? Establishes cornerstone platform to rapidly advance into Medical Benefits Management Services, a large and growing market ? Creates a comprehensive suite of data-driven service solutions

October 10, 2017 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, 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): October 9, 2017 EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-35490 45-2884094 (State or Other Jurisdiction of Incorporation or O

August 30, 2017 CORRESP

Confidential Treatment Requested by Express Scripts Holding Company under 17 C.F.R. § 200.83

Confidential Treatment Requested by Express Scripts Holding Company under 17 C.F.R. ? 200.83 August 30, 2017 FOIA Confidential Treatment Request The entity requesting confidential treatment is: Express Scripts Holding Company One Express Way, St. Louis, MO 63121 CERTAIN PORTIONS OF THIS LETTER AS SUBMITTED VIA EDGAR HAVE BEEN OMITTED AND PROVIDED SEPARATELY TO THE COMMISSION UNDER A SEPARATE COVER

August 10, 2017 CORRESP

[BRYAN CAVE LETTERHEAD]

[BRYAN CAVE LETTERHEAD] August 10, 2017 VIA EDGAR Joel Parker Senior Assistant Chief Accountant Office of Beverages, Apparel and Mining Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.

July 25, 2017 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): July 25, 2017 EXPRESS SCRIPTS HOL

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): July 25, 2017 EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-35490 45-2884094 (State or Other Jurisdiction of Incorporation or

July 25, 2017 EX-99.1

Express Scripts Announces 2017 Second Quarter Results

Exhibit 99.1 Contact: Eric Slusser, Chief Financial Officer Ben Bier, Vice President, Investor Relations (314) 810-3115 [email protected] Express Scripts Announces 2017 Second Quarter Results ST. LOUIS, July 25, 2017 ? Express Scripts Holding Company (Nasdaq: ESRX) announced 2017 second quarter net income of $801.8 million or $1.37 per diluted share. 2017 second quarter adjust

July 25, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017. ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 1-35490 EXPRE

June 27, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): June 27, 2017 EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-35490 45-2884094 (State or Other Jurisdiction of Incorporation or Org

June 26, 2017 CORRESP

1

June 26, 2017 VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.

June 20, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): June 20, 2017 EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-35490 45-2884094 (State or Other Jurisdiction of Incorporation or Org

June 5, 2017 CORRESP

[BRYAN CAVE LETTERHEAD]

[BRYAN CAVE LETTERHEAD] June 5, 2017 VIA EDGAR Joel Parker Senior Assistant Chief Accountant Office of Beverages, Apparel and Mining Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.

May 23, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 d397394d8k.htm 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): May 19, 2017 EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-35490 45-2884094 (State or Other Jurisdiction

May 12, 2017 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): May 11, 2017 EXPRESS SCRIPTS HOLD

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): May 11, 2017 EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-35490 45-2884094 (State or Other Jurisdiction of Incorporation or

April 24, 2017 EX-99.1

Express Scripts Announces 2017 First Quarter Results; Provides Update on Anthem Relationship and Visibility into Core PBM Business Excluding Contribution from Anthem, Coventry and Catamaran

Exhibit 99.1 Contact: Eric Slusser, Chief Financial Officer Ben Bier, Vice President, Investor Relations (314) 810-3115 [email protected] Express Scripts Announces 2017 First Quarter Results; Provides Update on Anthem Relationship and Visibility into Core PBM Business Excluding Contribution from Anthem, Coventry and Catamaran ST. LOUIS, April 24, 2017 ? Express Scripts Holding

April 24, 2017 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 24, 2017 EXPRESS SCRIPTS HO

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 24, 2017 EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-35490 45-2884094 (State or Other Jurisdiction of Incorporat

April 24, 2017 10-Q

ESRX / Express Scripts Holding Co. 10-Q - Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017. ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 1-35490 EXPR

March 17, 2017 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 d331565ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Stat

March 17, 2017 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 d331565ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confident

March 8, 2017 EX-10.1

Form of Executive Employment Agreement entered into with certain executive officers (including named executive officers) other than the CEO, incorporated by reference to Exhibit 10.1 to Express Scripts Holding Company’s Current Report on Form 8-K filed March 8, 2017.

Exhibit 10.1 FORM OF EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the ?Agreement?) is made and entered on the date specified on the signature page hereto, effective as of [ ] (the ?Effective Date?), by and between Express Scripts Holding Company, a Delaware corporation (?ESHC?), and [ ] (?Executive?). WHEREAS, the parties wish to enter into this Agreement to set forth the te

March 8, 2017 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 8, 2017 EXPRESS SCRIPTS HOL

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 8, 2017 EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-35490 45-2884094 (State or Other Jurisdiction of Incorporation or

February 14, 2017 10-K

Express Scripts Holding 10-K (Annual Report)

Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

February 14, 2017 EX-24

SECTION 16 POWER OF ATTORNEY

Exhibit 24 SECTION 16 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Martin P.

February 14, 2017 EX-99.1

Express Scripts Announces 2016 Fourth Quarter and Full Year Results

EX-99.1 Exhibit 99.1 Contact: Eric Slusser, Chief Financial Officer Ben Bier, Vice President, Investor Relations (314) 810-3115 [email protected] Express Scripts Announces 2016 Fourth Quarter and Full Year Results ST. LOUIS, February 14, 2017 ? Express Scripts Holding Company (Nasdaq: ESRX) announced 2016 fourth quarter and full year net income of $1,434.7 million and $3,404.4

February 14, 2017 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 14, 2017 EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-35490 45-2884094 (State or Other Jurisdiction of Incorpo

February 14, 2017 EX-24

SECTION 16 POWER OF ATTORNEY

Exhibit 24 SECTION 16 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Martin P.

February 14, 2017 EX-21.1

State of Organization

EXHIBIT 21.1 The following are subsidiaries of the Company as of December 31, 2016. The names of other subsidiaries have been omitted as they would not, if considered in the aggregate as a single subsidiary, constitute a significant subsidiary pursuant to Item 601(b)(21)(ii) of Regulation S-K under the Securities Exchange Act of 1934, as amended. Subsidiary State of Organization D/B/A Accredo Heal

February 14, 2017 EX-12.1

EXPRESS SCRIPTS HOLDING COMPANY Calculation of Ratio of Earnings to Fixed Charges (Dollar amounts in millions)

EXHIBIT 12.1 EXPRESS SCRIPTS HOLDING COMPANY Calculation of Ratio of Earnings to Fixed Charges (Dollar amounts in millions) Year Ended December 31, 2016 2015 2014 2013 2012 Income from continuing operations before income taxes(1) $ 4,421.5 $ 3,859.6 $ 3,056.1 $ 3,012.0 $ 2,188.5 Add: Interest expense(2) 552.1 498.7 511.4 529.1 619.0 Estimated interest component of rental expense 21.0 20.8 19.9 20.

February 10, 2017 SC 13G/A

Express Scripts Holding 3G/A (Passive Acquisition of More Than 5% of Shares)

SC 13G/A 1 expressscriptsholdingco.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: Express Scripts Holding Co Title of Class of Securities: Common Stock CUSIP Number: 30219G108 Date of Event Which Requires Filing of this Statement: December 31, 2016 Check the appropriate box to designate the r

December 16, 2016 8-K

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): December 16, 2016 EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-35490 45-2884094 (State or Other Jurisdiction of Incorporation or

December 14, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): December 14, 2016 EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-35490 45-2884094 (State or Other Jurisdiction of Incorporatio

December 14, 2016 EX-99.1

Express Scripts Holding Company Announces 2017 Financial Guidance

EX-99.1 Exhibit 99.1 Contact: Eric Slusser, Chief Financial Officer Ben Bier, Vice President Investor Relations (314) 810-3115 [email protected] Express Scripts Holding Company Announces 2017 Financial Guidance ST. LOUIS, December 14, 2016?Express Scripts Holding Company (Nasdaq: ESRX) anticipates achieving adjusted earnings per diluted share1 for 2017 in the range of $6.82 to

October 28, 2016 8-K

Express Scripts Holding FORM 8-K (Current Report/Significant Event)

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): October 28, 2016 EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-35490 45-2884094 (State or Other Jurisdiction of Incorpor

October 25, 2016 10-Q

Express Scripts Holding 10-Q (Quarterly Report)

Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

October 25, 2016 EX-99.1

Express Scripts Announces 2016 Third Quarter Results

EX-99.1 Exhibit 99.1 Contact: Eric Slusser, Chief Financial Officer Ben Bier, Vice President, Investor Relations (314) 810-3115 [email protected] Express Scripts Announces 2016 Third Quarter Results ST. LOUIS, October 25, 2016 ? Express Scripts Holding Company (Nasdaq: ESRX) announced 2016 third quarter net income of $722.9 million, or $1.15 per diluted share. 2016 third quart

October 25, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): October 25, 2016 EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-35490 45-2884094 (State or Other Jurisdiction of Incorporation or

July 28, 2016 EX-99.1

Express Scripts Announces Final Results of Maximum Tender Offers

EX-99.1 Exhibit 99.1 Express Scripts Announces Final Results of Maximum Tender Offers ST. LOUIS, July 28, 2016 ? Express Scripts Holding Company (NASDAQ: ESRX) (the ?Company? or ?Express Scripts?) today announced the final tender results for its previously announced tender offers (the ?Maximum Tender Offers?) to purchase for cash up to an aggregate principal amount of the debt securities listed in

July 28, 2016 8-K

Financial Statements and Exhibits, 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): July 28, 2016 EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-35490 45-2884094 (State or Other Jurisdiction of Incorporation or Org

July 25, 2016 10-Q

Express Scripts Holding 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 . ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 1-35490 EXPR

July 25, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 25, 2016 EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-35490 45-2884094 (State or Other Jurisdiction of Incorporation or Org

July 25, 2016 EX-99.1

Express Scripts Announces 2016 Second Quarter Results; Narrows 2016 Full-Year Adjusted Diluted EPS Guidance Range; Raises Mid-Point; Provides 2016 Third Quarter Guidance

EX-99.1 Exhibit 99.1 Contact: Eric Slusser, Chief Financial Officer Ben Bier, Vice President, Investor Relations (314) 810-3115 [email protected] Express Scripts Announces 2016 Second Quarter Results; Narrows 2016 Full-Year Adjusted Diluted EPS Guidance Range; Raises Mid-Point; Provides 2016 Third Quarter Guidance ST. LOUIS, July 25, 2016 ? Express Scripts Holding Company (Nas

July 15, 2016 EX-99.1

Express Scripts Announces Early Tender Results and Upsizing of Maximum Tender Offers

EX-99.1 Exhibit 99.1 Express Scripts Announces Early Tender Results and Upsizing of Maximum Tender Offers ST. LOUIS, July 14, 2016 ? Express Scripts Holding Company (NASDAQ: ESRX) (the ?Company? or ?Express Scripts?) today announced the early tender results for its previously announced tender offers (the ?Maximum Tender Offers?) to purchase for cash up to an aggregate principal amount of the debt

July 15, 2016 8-K

Express Scripts Holding 8-K (Current Report/Significant Event)

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): July 14, 2016 EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-35490 45-2884094 (State or Other Jurisdiction of Incorporation or

July 15, 2016 EX-99.2

Express Scripts Announces Pricing of Maximum Tender Offers

EX-99.2 Exhibit 99.2 Express Scripts Announces Pricing of Maximum Tender Offers ST. LOUIS, July 14, 2016 ? Express Scripts Holding Company (NASDAQ: ESRX) (the ?Company? or ?Express Scripts?) today announced the consideration payable in connection with its previously announced tender offers (the ?Maximum Tender Offers?) to purchase for cash up to an aggregate principal amount of the debt securities

July 7, 2016 EX-99.1

Express Scripts Announces Pricing and Expiration of Any and All Tender Offer

EX-99.1 Exhibit 99.1 Express Scripts Announces Pricing and Expiration of Any and All Tender Offer ST. LOUIS, July 6, 2016 ? Express Scripts Holding Company (NASDAQ: ESRX) (the ?Company? or ?Express Scripts?) today announced the pricing and expiration of its previously announced tender offer (the ?Tender Offer?) to purchase for cash any and all of its outstanding 2.650% senior notes due 2017 (the ?

July 7, 2016 8-K

Financial Statements and Exhibits, Other Events

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): July 6, 2016 EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-35490 45-2884094 (State or Other Jurisdiction of Incorporatio

July 5, 2016 EX-4.1

Eighteenth Supplemental Indenture, dated as of July 5, 2016, among Express Scripts Holding Company, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee

EX-4.1 Exhibit 4.1 EIGHTEENTH SUPPLEMENTAL INDENTURE Dated as of July 5, 2016 Supplementing that Certain INDENTURE Dated as of November 21, 2011 Among EXPRESS SCRIPTS HOLDING COMPANY THE GUARANTORS PARTY HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 3.000% SENIOR NOTES DUE 2023 This Eighteenth Supplemental Indenture, dated as of July 5, 2016 (this ?Eighteenth Supplemental Indenture

July 5, 2016 EX-4.2

Nineteenth Supplemental Indenture, dated as of July 5, 2016, among Express Scripts Holding Company, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee

EX-4.2 Exhibit 4.2 NINETEENTH SUPPLEMENTAL INDENTURE Dated as of July 5, 2016 Supplementing that Certain INDENTURE Dated as of November 21, 2011 Among EXPRESS SCRIPTS HOLDING COMPANY THE GUARANTORS PARTY HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 3.400% SENIOR NOTES DUE 2027 This Nineteenth Supplemental Indenture, dated as of July 5, 2016 (this ?Nineteenth Supplemental Indenture

July 5, 2016 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): July 5, 2016 (June 29, 2016) EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-35490 45-2884094 (State or Other Jurisdiction of I

July 5, 2016 EX-4.3

Twentieth Supplemental Indenture, dated as of July 5, 2016, among Express Scripts Holding Company, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee

EX-4.3 Exhibit 4.3 TWENTIETH SUPPLEMENTAL INDENTURE Dated as of July 5, 2016 Supplementing that Certain INDENTURE Dated as of November 21, 2011 Among EXPRESS SCRIPTS HOLDING COMPANY THE GUARANTORS PARTY HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 4.800% SENIOR NOTES DUE 2046 This Twentieth Supplemental Indenture, dated as of July 5, 2016 (this ?Twentieth Supplemental Indenture?),

July 5, 2016 EX-1.1

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 UNDERWRITING AGREEMENT

EX-1.1 Exhibit 1.1 Execution Version 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 UNDERWRITING AGREEMENT June 29, 2016 CITIGROUP GLOBAL MARKETS INC., 388 Greenwich Street New York, New York 10013 CREDIT SUISSE SECURITIES (USA) LLC, Eleven Madison Avenue New York, New York 10010-36

June 30, 2016 424B5

CALCULATION OF REGISTRATION FEE Title of each Class of Securities to be Registered Proposed Maximum Aggregate Offering Price Amount of Registration Fee(1) 3.000% Senior Notes due 2023 3.400% Senior Notes due 2027 4.800% Senior Notes due 2046 $4,000,0

424B5 1 d208258d424b5.htm 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) 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 c

June 29, 2016 EX-99.1

Express Scripts Announces Tender Offers for Outstanding Debt Securities

EX-99.1 Exhibit 99.1 Express Scripts Announces Tender Offers for Outstanding Debt Securities ST. LOUIS, June 29, 2016 ? Express Scripts Holding Company (NASDAQ: ESRX) (the ?Company? or ?Express Scripts?) today announced that it has commenced tender offers to purchase for cash the debt securities listed in the tables below (collectively, the ?Securities? and each a ?series?). Any and All of the Out

June 29, 2016 8-K

Express Scripts Holding FORM 8-K (Current Report/Significant Event)

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): June 29, 2016 EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-35490 45-2884094 (State or Other Jurisdiction of Incorporati

June 29, 2016 424B5

SUBJECT TO COMPLETION, DATED JUNE 29, 2016

424B5 1 d208258d424b5.htm 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 w

June 29, 2016 FWP

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

Filed Pursuant to Rule 433 Registration Statement No. 333-196442 Pricing Term Sheet June 29, 2016 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 This pricing term sheet to the preliminary prospectus supplement dated June 29, 2016 should be read together with the preliminary prospect

May 20, 2016 8-K

Express Scripts Holding FORM 8-K (Current Report/Significant Event)

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): May 20, 2016 EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-35490 45-2884094 (State or Other Jurisdiction of Incorporatio

May 4, 2016 S-8

Express Scripts Holding S-8

S-8 As filed with the U.S. Securities and Exchange Commission on May 4, 2016 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 EXPRESS SCRIPTS HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 45-2884094 (State or other jurisdiction of incorporation or organiza

May 4, 2016 EX-10.5

Form of Restricted Stock Unit Grant Notice used with respect to grants of restricted stock units by Express Scripts Holding Company under the ESRX LTIP

EX-10.5 Exhibit 10.5 [EXPRESS SCRIPTS HOLDING COMPANY] RESTRICTED STOCK UNIT GRANT NOTICE Notice is hereby given of the following award of Restricted Stock Units (the ?Award?), which entitles the Grantee to receive one share of the common stock, $0.01 par value per share, of Express Scripts Holding Company (?Common Stock?) for each Restricted Stock Unit pursuant to the following terms and conditio

May 4, 2016 EX-10.2

FORM OF EXECUTIVE EMPLOYMENT AGREEMENT

EX-10.2 Exhibit 10.2 FORM OF EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the ?Agreement?) is made and entered on the date specified on the signature page hereto, effective as of [ ] (the ?Effective Date?), by and between Express Scripts Holding Company, a Delaware corporation (?ESHC?), and [ ] (?Executive?). WHEREAS, the parties wish to enter into this Agreement to set fort

May 4, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): May 4, 2016 EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-35490 45-2884094 (State or Other Jurisdiction of Incorporation or O

May 4, 2016 EX-10.7

Form of Stock Option Grant Notice used with respect to grants of stock options by Express Scripts Holding Company under the ESRX LTIP

EX-10.7 Exhibit 10.7 [EXPRESS SCRIPTS HOLDING COMPANY] STOCK OPTION GRANT NOTICE Notice is hereby given of the following option grant (the ?Option?) to purchase shares of common stock, $0.01 par value per share, of Express Scripts Holding Company (the ?Common Stock?) pursuant to the following terms and conditions: ? Optionee: ? Grant Date: ? Exercise Price Per Share: ? Number of Option Shares: ? T

May 4, 2016 EX-10.6

Form of Performance Share Award Notice used with respect to grants of performance shares by the Company under the Express Scripts Holding Company 2016 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.6 to Express Scripts Holding Company’s Current Report on Form 8-K filed May 4, 2016.

EX-10.6 Exhibit 10.6 [EXPRESS SCRIPTS HOLDING COMPANY] PERFORMANCE SHARE AWARD GRANT NOTICE Notice is hereby given of the following award of Performance Shares (the ?Award?) for shares of the common stock, $0.01 par value per share, of Express Scripts Holding Company (the ?Common Stock?) pursuant to the following terms and conditions: ? Grantee: ? Grant Date: ? Target Grant: ? Performance Period:

May 4, 2016 EX-10.3

Form of Restricted Stock Unit Grant Notice for Non-Employee Directors used with respect to grants of restricted stock units by the Company to non-employee directors under the Express Scripts Holding Company 2016 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.3 to Express Scripts Holding Company’s Current Report on Form 8-K filed May 4, 2016.

EX-10.3 Exhibit 10.3 [EXPRESS SCRIPTS HOLDING COMPANY] RESTRICTED STOCK UNIT GRANT NOTICE FOR NON-EMPLOYEE DIRECTORS Notice is hereby given of the following award of Restricted Stock Units (the ?Award?), which entitles the Grantee to receive one share of the common stock, $0.01 par value per share (?Common Stock?), of Express Scripts Holding Company (the ?Company?) for each Restricted Stock Unit p

May 4, 2016 EX-10.1

Express Scripts Holding Company Executive Employment Agreement with Timothy Wentworth dated May 4, 2016

EX-10.1 Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the ?Agreement?) is made and entered on the date specified on the signature page hereto, effective as of May 4, 2016 (the ?Effective Date?), by and between Express Scripts Holding Company, a Delaware corporation (?ESHC?), and Timothy Wentworth (?Executive?). WHEREAS, the parties wish to enter into this Agreeme

May 4, 2016 EX-10.4

Form of Stock Option Grant Notice for Non-Employee Directors used with respect to grants of stock options by Express Scripts Holding Company to non-employee directors under the ESRX LTIP

EX-10.4 Exhibit 10.4 [EXPRESS SCRIPTS HOLDING COMPANY] STOCK OPTION GRANT NOTICE FOR NON-EMPLOYEE DIRECTORS Notice is hereby given of the following option grant (the ?Option?) to purchase shares of common stock, $0.01 par value per share, of Express Scripts Holding Company (the ?Company?) pursuant to the following terms and conditions: ? Optionee: ? Grant Date: ? Exercise Price Per Share: $ ? Numb

April 25, 2016 10-Q

Express Scripts Holding 10-Q (Quarterly Report)

10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

April 25, 2016 8-K

Express Scripts Holding FORM 8-K (Current Report/Significant Event)

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 25, 2016 EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-35490 45-2884094 (State or Other Jurisdiction of Incorporat

April 25, 2016 EX-99.1

Express Scripts Announces 2016 First Quarter Results; Increases 2016 Guidance Range: Raises Mid-Point; Provides 2016 Second Quarter Guidance

EX-99.1 Exhibit 99.1 Contact: Eric Slusser, Chief Financial Officer Ben Bier, Vice President, Investor Relations (314) 810-3115 [email protected] Express Scripts Announces 2016 First Quarter Results; Increases 2016 Guidance Range: Raises Mid-Point; Provides 2016 Second Quarter Guidance ST. LOUIS, April 25, 2016 ? Express Scripts Holding Company (Nasdaq: ESRX) announced 2016 fi

April 19, 2016 8-K

Express Scripts Holding FORM 8-K (Current Report/Significant Event)

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 19, 2016 EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-35490 45-2884094 (State or Other Jurisdiction of Incorporat

March 21, 2016 DEFA14A

Express Scripts Holding DEFA14A

DEFA14A 1 d70696ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidenti

March 21, 2016 DEF 14A

Express Scripts Holding Company 2016 Long-Term Incentive Plan (the “ESRX LTIP”)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the

March 10, 2016 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

8-K 1 d144839d8k.htm 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 9, 2016 EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) Delaware 001-35490 45-2884094 (State or Other Jurisd

March 10, 2016 EX-3.1

Amended and Restated Bylaws of the Company, as amended on March 9, 2016, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed March 10, 2016.

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED BYLAWS of EXPRESS SCRIPTS HOLDING COMPANY As amended on March 9, 2016 1. MEETINGS OF STOCKHOLDERS. 1.1 Annual Meeting. The annual meeting of stockholders shall be held on the date and at the time fixed from time to time by the board of directors (the ?Board?), provided, that each successive annual meeting shall be held on the fourth Wednesday in May of each

February 27, 2016 8-K

Financial Statements and Exhibits, 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 26, 2016 EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-35490 45-2884094 (State or Other Jurisdiction of Incorporation or

February 27, 2016 EX-99.1

Express Scripts Announces Pricing and Expiration of Tender Offer

EX-99.1 Exhibit 99.1 Contact: Eric Slusser, Chief Financial Officer Ben Bier, Vice President, Investor Relations (314) 810-3115 [email protected] Express Scripts Announces Pricing and Expiration of Tender Offer ST. LOUIS, MO (February 26, 2016) ? Express Scripts Holding Company (NASDAQ: ESRX) (the ?Company? or ?Express Scripts?) today announced the pricing and expiration of it

February 26, 2016 EX-10.1

Capped Accelerated Share Repurchase Transaction

EX-10.1 2 d150995dex101.htm EX-10.1 EXHIBIT 10.1 EXECUTION COPY Morgan Stanley & Co. LLC 1585 Broadway New York, NY 10036-8293 Attn: Joshua Birbach Telephone: 212-761-1719 Facsimile: 212-507-8717 February 25, 2016 Capped Accelerated Share Repurchase Transaction Express Scripts Holding Company One Express Way St. Louis, MO 63121 Attention: Timothy Smith Telephone: 314-684-5759 Dear Sir/Madam: The p

February 26, 2016 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 26, 2016 (February 25, 2016) EXPRESS SCRIPTS HOLDING COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-35490 45-2884094 (State or Other Jur

February 25, 2016 EX-1.1

EXPRESS SCRIPTS HOLDING COMPANY $500,000,000 3.300% Senior Notes Due 2021 $1,500,000,000 4.500% Senior Notes Due 2026 UNDERWRITING AGREEMENT

EX-1.1 Exhibit 1.1 EXECUTION VERSION EXPRESS SCRIPTS HOLDING COMPANY $500,000,000 3.300% Senior Notes Due 2021 $1,500,000,000 4.500% Senior Notes Due 2026 UNDERWRITING AGREEMENT February 22, 2016 CITIGROUP GLOBAL MARKETS INC., 388 Greenwich Street, New York, New York 10013 CREDIT SUISSE SECURITIES (USA) LLC, Eleven Madison Avenue, New York, New York 10010-3629 MORGAN STANLEY & CO. LLC 1585 Broadwa

February 25, 2016 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 25, 2016 EXPRESS SCRIPTS HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 001-35490 45-2884094 (State or other jurisdiction of incorpo

Fintel data has been cited in the following publications:
Daily Mail Fox Business Business Insider Wall Street Journal The Washington Post Bloomberg Financial Times Globe and Mail
NASDAQ.com Reuters The Guardian Associated Press FactCheck.org Snopes Politifact
Federal Register The Intercept Forbes Fortune Magazine TheStreet Time Magazine Canadian Broadcasting Corporation International Business Times
Cambridge University Press Investopedia MarketWatch NY Daily News Entrepreneur Newsweek Barron's El Economista