Medco Health Solutions (MHS) 8-K Regulation FD Disclosure

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 10, 2005

MEDCO HEALTH SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

1-31312	22-3461740
(Commission File Number)	(I.R.S. Employer Identification No.)
100 Parsons Pond Drive, Franklin Lakes, NJ	07417
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 201-269-3400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

On November 10, 2005, Medco Health Solutions, Inc. (the “Company”) hosted a conference for analysts and investors in New York City. A copy of the slide presentation used during the conference and posted on the Company’s website during the concurrent webcast is attached to this Current Report on Form 8-K (“Current Report”) as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 7.01 disclosure. Additionally, the Company has posted the slide presentation on its website at www.medco.com under the “Investors” section.

The information in this Current Report, including the exhibit attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Current Report, including the exhibit, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Current Report shall not be deemed an admission as to the materiality of any information in this Current Report, or that such furnishing is required under Regulation FD or other securities laws.

Cautionary Language Concerning Forward-Looking Statements

The information in this Current Report, including the exhibit, contains “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties that may cause results to differ materially from those set forth in the statements. No forward-looking statement can be guaranteed, and actual results may differ materially from those projected. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. Forward-looking statements in this Current Report should be evaluated together with the risks and uncertainties that affect the Company’s business, particularly those disclosed in the Risk Factors section of the Company’s Annual Report on Form 10–K and other reports and registration statements filed from time to time with the Securities and Exchange Commission (SEC File No. 1-31312). Such risk factors include, but are not limited to:

• Competition in the PBM and specialty pharmacy industries and in the healthcare industry generally;

• Our ability to obtain new clients and the possible termination of, or unfavorable modification to, contracts with key clients;

• Risks and uncertainties regarding the implementation and the ultimate terms of the Medicare Part D prescription drug benefit, including financial risks to us if we participate in the program on a risk-bearing basis and risks of client or member losses to other providers under Medicare Part D;

• Governmental investigations and governmental and qui tam actions filed against us;

• Possible regulatory changes affecting pricing, rebates, discounts or other practices of pharmaceutical manufacturers;

• Risks associated with our recent acquisition of Accredo Health, Incorporated, including an increase in credit risk resulting from the different payment streams associated with specialty pharmacy accounts receivable;

• The effect on our business and competitive position of our managed care agreement with Merck & Co., Inc.;

• Risks associated with our indebtedness and debt service obligations;

• Pressure on discounts and rebates from pharmaceutical manufacturers and margins in the PBM industry;

• Liability and other claims asserted against us;

• Developments in the healthcare industry, including the effect of increases in overall healthcare costs, changes in drug utilization and cost patterns and the introduction of new brand-name and/or generic drugs;

• New or existing governmental regulations or legislation and changes in, or the failure to comply with, governmental regulations or legislation;

• The possibility of a material non-cash charge to income if our recorded intangible assets are impaired or require accelerated amortization from a change in the remaining useful life; and

• General economic and business conditions.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Slide Presentation dated November 10, 2005

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MEDCO HEALTH SOLUTIONS, INC.
Date: November 10, 2005	By:	/s/ David S. Machlowitz
		David S. Machlowitz Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Slide Presentation dated November 10, 2005