Express Scripts Holding 10-Q 24 Oct 17 2017 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information shares in Thousands	9 Months Ended
	Sep. 30, 2017shares
Document and Entity Information [Abstract]
Entity Registrant Name	Express Scripts Holding Co.
Entity Central Index Key	1,532,063
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Sep. 30, 2017
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q3
Trading Symbol	ESRX
Amendment Flag	false
Entity Common Stock, Shares Outstanding	566,373

Unaudited Consolidated Balance

Unaudited Consolidated Balance Sheet - USD ($) $ in Millions	Sep. 30, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 3,395.9	$ 3,077.2
Receivables, net	6,871.5	7,062.1
Inventories	2,052.9	1,959
Prepaid expenses and other current assets	358.7	265.1
Total current assets	12,679	12,363.4
Property and equipment, net	1,266.6	1,273.6
Goodwill	29,424.8	29,277.8
Other intangible assets, net	7,697.8	8,636.9
Other assets	138	193.2
Total assets	51,206.2	51,744.9
Current liabilities:
Claims and rebates payable	9,483.5	8,836.9
Accounts payable	4,377.9	3,875.7
Accrued expenses	2,314.3	2,993.2
Current maturities of long-term debt	1,181.1	722.3
Total current liabilities	17,356.8	16,428.1
Long-term debt	13,726.7	14,846
Deferred taxes	3,401.9	3,603.3
Other liabilities	798.5	623.7
Total liabilities	35,283.9	35,501.1
Commitments and contingencies (Note 10)
Stockholders’ equity:
Preferred stock, 15.0 shares authorized, $0.01 par value per share; no shares issued and outstanding	0	0
Common stock, 2,985.0 shares authorized, $0.01 par value; shares issued: 861.7 and 857.5, respectively; shares outstanding: 566.4 and 605.5, respectively	8.6	8.6
Additional paid-in capital	23,486.1	23,233.6
Accumulated other comprehensive loss	(3.9)	(12.3)
Retained earnings	13,991	11,801.2
Total Express Scripts stockholders' equity before treasury stock and non-controlling interest	37,481.8	35,031.1
Common stock in treasury at cost, 295.3 and 252.0 shares, respectively	(21,565.3)	(18,795.1)
Total Express Scripts stockholders' equity	15,916.5	16,236
Non-controlling interest	5.8	7.8
Total stockholders' equity	15,922.3	16,243.8
Total liabilities and stockholders' equity	$ 51,206.2	$ 51,744.9

Unaudited Consolidated Balance3

Unaudited Consolidated Balance Sheet (Parenthetical) - $ / shares	Sep. 30, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Preferred stock, par value per share	$ 0.01	$ 0.01
Preferred stock, shares authorized	15,000,000	15,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value per share	$ 0.01	$ 0.01
Common stock, shares authorized	2,985,000,000	2,985,000,000
Common stock, shares issued	861,700,000	857,500,000
Common stock, shares outstanding	566,400,000	605,500,000
Treasury stock, shares	295,300,000	252,000,000

Unaudited Consolidated Statemen

Unaudited Consolidated Statement of Operations - USD ($) shares in Millions, $ in Millions		3 Months Ended		9 Months Ended
		Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Income Statement [Abstract]
Revenues	[1]	$ 24,683.4	$ 25,410.1	$ 74,685.8	$ 75,424.2
Cost of revenues	[1]	22,445.7	23,136	68,414.2	69,141.9
Gross profit		2,237.7	2,274.1	6,271.6	6,282.3
Selling, general and administrative		759.3	858.1	2,360	2,669.2
Operating income		1,478.4	1,416	3,911.6	3,613.1
Other (expense) income:
Interest income and other		13.6	8.3	28.7	27.4
Interest expense and other		(147.7)	(273.4)	(439.9)	(548.8)
Other (expense) income, net		(134.1)	(265.1)	(411.2)	(521.4)
Income before income taxes		1,344.3	1,150.9	3,500.4	3,091.7
Provision for income taxes		499.3	422.4	1,299.6	1,103.9
Net income		845	728.5	2,200.8	1,987.8
Less: Net income attributable to non-controlling interest		3.3	5.6	11	18.1
Net income attributable to Express Scripts		$ 841.7	$ 722.9	$ 2,189.8	$ 1,969.7
Weighted average number of common shares outstanding during the period:
Basic (shares)		571.8	622.6	585.1	632.9
Diluted (shares)		574.7	627.1	588.4	637.4
Basic earnings per share:
Earnings attributable to Express Scripts (usd per share)		$ 1.47	$ 1.16	$ 3.74	$ 3.11
Diluted earnings per share:
Earnings attributable to Express Scripts (usd per share)		$ 1.46	$ 1.15	$ 3.72	$ 3.09
[1]	Includes retail pharmacy co-payments of $1,925.8 million and $2,008.5 million for the three months ended September 30, 2017 and 2016, respectively, and $6,409.7 million and $6,685.9 million for the nine months ended September 30, 2017 and 2016, respectively

Unaudited Consolidated Stateme5

Unaudited Consolidated Statement of Operations (Parenthetical) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Income Statement [Abstract]
Retail pharmacy co-payments included in network revenues	$ 1,925.8	$ 2,008.5	$ 6,409.7	$ 6,685.9

Unaudited Consolidated Stateme6

Unaudited Consolidated Statement of Comprehensive Income - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Statement of Comprehensive Income [Abstract]
Net income	$ 845	$ 728.5	$ 2,200.8	$ 1,987.8
Other comprehensive income (loss):
Foreign currency translation adjustment	3.7	(1.7)	8.4	4.4
Comprehensive income	848.7	726.8	2,209.2	1,992.2
Less: Comprehensive income attributable to non-controlling interests	3.3	5.6	11	18.1
Comprehensive income attributable to Express Scripts	$ 845.4	$ 721.2	$ 2,198.2	$ 1,974.1

Consolidated Statement of Chang

Consolidated Statement of Changes in Stockholders Equity - 9 months ended Sep. 30, 2017 - USD ($) shares in Millions, $ in Millions	Total	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Loss	Retained Earnings	Treasury Stock	Non-controlling Interest
Balance, shares at Dec. 31, 2016		857.5
Balance at Dec. 31, 2016	$ 16,243.8	$ 8.6	$ 23,233.6	$ (12.3)	$ 11,801.2	$ (18,795.1)	$ 7.8
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	2,200.8	0	0	0	2,189.8	0	11
Other comprehensive income	8.4	0	0	8.4	0	0	0
Treasury stock acquired	(2,770.2)	$ 0	0	0	0	(2,770.2)	0
Issuance of common shares in connection with acquisition (shares)		2
Issuance of common shares in connection with acquisition	124.5	$ 0	124.5	0	0	0	0
Changes in stockholders’ equity related to employee stock plans (shares)		2.2
Changes in stockholders’ equity related to employee stock plans	128	$ 0	128	0	0	0	0
Distributions paid to non-controlling interest, net of contributions	(13)	$ 0	0	0	0	0	(13)
Balance, shares at Sep. 30, 2017		861.7
Balance at Sep. 30, 2017	$ 15,922.3	$ 8.6	$ 23,486.1	$ (3.9)	$ 13,991	$ (21,565.3)	$ 5.8

Unaudited Consolidated Stateme8

Unaudited Consolidated Statement of Cash Flows - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Cash flows from operating activities:
Net income	$ 2,200.8	$ 1,987.8
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1,344.2	1,611.2
Deferred income taxes	(247.5)	(334)
Employee stock-based compensation expense	78	81.9
Other, net	24.2	(19.1)
Changes in operating assets and liabilities, net of effects of acquisition:
Receivables	161.2	(270.7)
Inventories	(93.8)	345.7
Other current and noncurrent assets	(88.8)	(43.5)
Claims and rebates payable	642.6	(680.7)
Accounts payable	475.4	348
Accrued expenses	(659.3)	(327.4)
Other current and noncurrent liabilities	144.5	(28.7)
Net cash flows provided by operating activities	3,981.5	2,670.5
Cash flows from investing activities:
Purchases of property and equipment	(177.3)	(237.6)
Acquisitions, net of cash acquired	(122.7)	0
Other, net	(11.3)	(7.6)
Net cash used in investing activities	(311.3)	(245.2)
Cash flows from financing activities:
Treasury stock acquired	(2,735.7)	(3,892.7)
Repayment of long-term debt	(650)	(5,395)
Net proceeds from employee stock plans	51.3	56
Proceeds from long-term debt, net of discounts	0	5,986.8
Excess tax benefit relating to employee stock-based compensation	0	11.1
Other, net	(22.5)	(75.7)
Net cash used in financing activities	(3,356.9)	(3,309.5)
Effect of foreign currency translation adjustment	5.4	2.6
Net increase (decrease) in cash and cash equivalents	318.7	(881.6)
Cash and cash equivalents at beginning of period	3,077.2	3,186.3
Cash and cash equivalents at end of period	$ 3,395.9	$ 2,304.7

Summary of significant accounti

Summary of significant accounting policies	9 Months Ended
	Sep. 30, 2017
Accounting Policies [Abstract]
Summary of significant accounting policies	Note 1 - Summary of significant accounting policies Our significant accounting policies, normally included in financial statements prepared in conformity with generally accepted accounting principles, have been omitted from this Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). We believe the disclosures contained in this Form 10-Q are adequate to fairly state the information when read in conjunction with the Notes to the Consolidated Financial Statements included in our consolidated financial statements for the year ended December 31, 2016 , included in Item 8 - Consolidated Financial Statements and Supplementary Data, included in our Annual Report on Form 10-K filed with the SEC on February 14, 2017 . For a description of our accounting policies, refer to the Notes to the Consolidated Financial Statements included therein. We believe the accompanying unaudited consolidated financial statements reflect all adjustments (consisting of only normal recurring adjustments) necessary to state fairly the unaudited consolidated balance sheet as of September 30, 2017 , the consolidated balance sheet as of December 31, 2016 , the unaudited consolidated statement of operations and unaudited consolidated statement of comprehensive income for the three and nine months ended September 30, 2017 and 2016 , the unaudited consolidated statement of changes in stockholders’ equity for the nine months ended September 30, 2017 , and the unaudited consolidated statement of cash flows for the nine months ended September 30, 2017 and 2016 . Operating results for the three and nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 . Adopted new accounting guidance. In March 2016, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, Improvements to Employee Share-Based Payment Accounting, which amends Accounting Standards Codification (“ASC”) Topic 718, Compensation – Stock Compensation. The new standard simplifies the accounting for stock-based compensation, including amendments on how both taxes related to stock-based compensation and cash payments made to taxing authorities are recorded, changing the threshold to qualify for equity classification and allowing an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur. Excess tax benefits were historically recorded in additional paid-in capital. Upon adoption on January 1, 2017, excess tax benefits, which are immaterial for the three and nine months ended September 30, 2017 , are prospectively recognized as income tax expense on our consolidated statement of operations and prospectively recognized as an operating activity on our consolidated statement of cash flows for the nine months ended September 30, 2017 . Prior periods have not been retrospectively adjusted for adoption of this standard. We have also elected to continue to estimate the number of awards that are expected to vest. The remaining amendments to this standard, as noted above, are either not applicable or do not change our current accounting practices and thus do not impact our consolidated financial statements, including our consolidated statement of cash flows. New accounting guidance not yet adopted . In August 2016, FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments. The guidance addresses the classification of cash flow related to (1) debt prepayment or extinguishment costs, (2) settlement of zero-coupon debt instruments or other debt instruments with coupon rates that are insignificant in relation to the effective interest rate of the borrowing, (3) contingent consideration payments made after a business combination, (4) proceeds from the settlement of insurance claims, (5) proceeds from the settlement of corporate-owned life insurance, including bank-owned life insurance, (6) distributions received from equity method investees and (7) beneficial interests in securitization transactions. The guidance also clarifies how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flows. The guidance will generally be applied retrospectively and is effective for financial statements issued for annual reporting periods beginning after December 15, 2017. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230), Restricted Cash. This guidance requires amounts generally described as restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The guidance will be applied retrospectively and is effective for financial statements issued for annual reporting periods beginning after December 15, 2017. We are currently evaluating the impact of these standards on our consolidated statement of cash flows. In February 2016, FASB issued ASU 2016-02, Leases (ASC Topic 842), which supersedes ASC Topic 840, Leases. This ASU is intended to increase transparency and comparability of organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The new guidance is effective for financial statements issued for annual reporting periods beginning after December 15, 2018, and early application is permitted. We are currently evaluating the impact of this standard on our consolidated financial statements. In May 2014, FASB issued ASU 2014-09, Revenue from Contracts with Customers (ASC Topic 606), which supersedes ASC Topic 605, Revenue Recognition. The new standard requires companies to recognize revenues upon transfer of goods or services to customers in amounts that reflect the consideration which the company expects to receive in exchange for those goods or services. In July 2015, the FASB delayed the effective date of the standard by one year. The new guidance is effective for financial statements issued for annual reporting periods beginning after December 15, 2017. We have substantially completed evaluation of our Pharmacy Benefit Management (“PBM”) and Other Business Operations segments and have determined adoption of the new standard will not have a significant impact on our consolidated financial statements. We are in the process of finalizing our revised disclosures and anticipate full retrospective application upon adoption.

Fair value measurements

Fair value measurements	9 Months Ended
	Sep. 30, 2017
Fair Value Disclosures [Abstract]
Fair value measurements	Note 2 - Fair value measurements Authoritative guidance regarding fair value measurement establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets for identical assets or liabilities; Level 2, defined as inputs other than quoted prices for similar assets and liabilities in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions. Cash and cash equivalents include cash and investments in AAA-rated money market mutual funds with original maturities of less than 90 days . Cash and cash equivalents are stated at cost, which approximates fair value. These investments are classified within Level 1 of the fair value hierarchy because they are valued using quoted prices in active markets. The fair values of receivables, claims and rebates payable and accounts payable approximate carrying values due to the short-term maturities of these instruments. Financial assets accounted for at fair value on a recurring basis include trading securities (included in other assets and consisting primarily of mutual funds) of $28.8 million and $29.9 million as of September 30, 2017 and December 31, 2016 , respectively. These assets are carried at fair value based on quoted prices in active markets for identical securities (Level 1). The fair value, which approximates the carrying value, of our 2015 five-year term loan (Level 2) (as defined in Note 6 - Financing ) was estimated using the current market rate for debt with a similar maturity. The fair values of our senior notes are $12,872.5 million and $13,041.4 million as of September 30, 2017 and December 31, 2016 , respectively. See Note 6 - Financing for further discussion of the carrying values of our debt. The fair values of our senior notes were estimated based on observable market information (Level 2). In determining the fair values of liabilities, we took into consideration the risk of nonperformance. Nonperformance risk refers to the risk the obligation will not be fulfilled and affects the value at which the liability would be transferred to a market participant. This risk did not have a material impact on the fair values of our liabilities.

Receivables, net

Receivables, net	9 Months Ended
	Sep. 30, 2017
Receivables [Abstract]
Receivables, net	Note 3 - Receivables, net Included within “Receivables, net” are the following, which are reflected net of our allowance for doubtful accounts, customer credit allowances, and contractual allowances: (in millions) September 30, December 31, Trade receivables, net $ 3,818.3 $ 4,140.3 Pharmaceutical manufacturers receivables, net 2,535.6 2,242.6 Other receivables 517.6 679.2 Total receivables, net $ 6,871.5 $ 7,062.1

Goodwill and other intangible a

Goodwill and other intangible assets	9 Months Ended
	Sep. 30, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and other intangible assets	Note 4 - Goodwill and other intangible assets Following is a summary of our goodwill and other intangible assets for our two reportable segments, PBM and Other Business Operations. September 30, 2017 December 31, 2016 (in millions) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Goodwill PBM $ 29,434.4 $ (107.0 ) $ 29,327.4 $ 29,287.2 $ (106.8 ) $ 29,180.4 Other Business Operations 97.4 — 97.4 97.4 — 97.4 $ 29,531.8 $ (107.0 ) $ 29,424.8 $ 29,384.6 $ (106.8 ) $ 29,277.8 Other intangible assets PBM Customer contracts (1)(2) $ 17,579.0 $ (10,022.8 ) $ 7,556.2 $ 17,570.5 $ (9,083.4 ) $ 8,487.1 Trade names (1) 232.5 (123.0 ) 109.5 226.6 (105.9 ) 120.7 Miscellaneous (1)(2) 8.8 (0.7 ) 8.1 8.7 (8.2 ) 0.5 17,820.3 (10,146.5 ) 7,673.8 17,805.8 (9,197.5 ) 8,608.3 Other Business Operations Customer relationships 39.6 (31.5 ) 8.1 39.4 (29.4 ) 10.0 Trade names 35.7 (19.8 ) 15.9 35.7 (17.1 ) 18.6 75.3 (51.3 ) 24.0 75.1 (46.5 ) 28.6 Total other intangible assets $ 17,895.6 $ (10,197.8 ) $ 7,697.8 $ 17,880.9 $ (9,244.0 ) $ 8,636.9 (1) Changes in the gross carrying amount of PBM customer contracts, trade names, and miscellaneous intangible assets represent the acquisition of myMatrixx Holdings, Inc. in May 2017. The acquisition is not material to our consolidated financial statements. (2) Changes in the gross carrying amount of PBM customer contracts and miscellaneous intangible assets and related accumulated amortization also reflect the write-off of fully depreciated assets. Following is a summary of the change in the net carrying value of goodwill by reportable segment: (in millions) PBM Other Business Operations Total Balance at December 31, 2016 $ 29,180.4 $ 97.4 $ 29,277.8 Acquisitions (1) 145.4 — 145.4 Foreign currency translation 1.6 — 1.6 Balance at September 30, 2017 $ 29,327.4 $ 97.4 $ 29,424.8 (1) Represents the acquisition of myMatrixx Holdings Inc. in May 2017. The acquisition is not material to our consolidated financial statements. The aggregate amount of amortization expense of other intangible assets was $366.1 million and $463.7 million for the three months ended September 30, 2017 and 2016 , respectively, and $1,092.6 million and $1,370.7 million for the nine months ended September 30, 2017 and 2016 , respectively. Included in total amortization expense is $55.4 million for both the three months ended September 30, 2017 and 2016 and $166.2 million and $145.1 million for the nine months ended September 30, 2017 and 2016 , respectively, related to our 10 -year contract with Anthem, Inc. (“Anthem”) to provide PBM services to members of the affiliated health plans of Anthem, which amounts are included as an offset to revenues. When we executed our agreement with Anthem in 2009, we considered the overall structure of the agreement and the nature of our relationship with Anthem, including the complexity of the service level required, and attributed a reasonable likelihood of renewal at the end of its term in 2019. Accordingly, we amortized the agreement using a modified pattern of benefit over an estimated useful life of 15 years . However, due to the sequence of events regarding our discussions with Anthem, culminating in the filing of a lawsuit by Anthem on March 21, 2016, we felt it prudent to consider the increased likelihood of either non-renewal or renewal on substantially different terms such that, beginning in March 2016, we began amortizing our agreement with Anthem over the remaining term of the contract (i.e., using a life of 10 years from the time the agreement was executed in 2009). Previously, we amortized the agreement over 15 years . Therefore, the intangible asset amortization associated with the Anthem agreement will run through the remaining term of the contract at the end of 2019, reducing the previous amortization period by 5 years . This change increased intangible asset amortization by $10.5 million for the first quarter of 2016 and by approximately $32.0 million per quarter beginning in the second quarter of 2016. The weighted-average amortization period of intangible assets subject to amortization is 15 years, and by major intangible asset class is 8 to 20 years for customer-related intangible assets, 6 to 10 years for trade names (excluding legacy Express Scripts, Inc. (“ESI”) trade names which have an indefinite life), and 5 years for miscellaneous intangible assets.

Earnings per share

Earnings per share	9 Months Ended
	Sep. 30, 2017
Earnings Per Share [Abstract]
Earnings per share	Note 5 - Earnings per share Basic EPS is computed using the weighted-average number of common shares outstanding during the period. Diluted EPS is computed in the same manner as basic EPS, but adds the number of additional common shares that would have been outstanding for the period if the dilutive potential common shares had been issued. All shares are calculated under the “treasury stock” method. Following is the reconciliation between the number of weighted-average shares used in the basic and diluted EPS calculations: Three Months Ended Nine Months Ended (in millions) 2017 2016 2017 2016 Weighted-average number of common shares outstanding during the period—basic 571.8 622.6 585.1 632.9 Dilutive common stock equivalents: (1) Outstanding stock options, restricted stock units and executive deferred compensation units 2.9 4.5 3.3 4.5 Weighted-average number of common shares outstanding during the period—diluted 574.7 627.1 588.4 637.4 (1) Excludes equity award shares of 9.2 million and 8.6 million for the three months ended September 30, 2017 and 2016 , respectively, and 9.2 million and 7.8 million for the nine months ended September 30, 2017 and 2016 , respectively. These shares were excluded because the effect is anti-dilutive.

Financing

Financing	9 Months Ended
	Sep. 30, 2017
Debt Disclosure [Abstract]
Financing	Note 6 - Financing Our debt, issued by us, ESI and Medco Health Solutions, Inc. (“Medco”), net of unamortized discounts, premiums and financing costs, consists of: September 30, December 31, Long-term Debt Issuer Basis Points (1) Carrying Amount (in millions) Senior notes (2) $500.0 million, 1.250% senior notes due June 2017 (3) Express Scripts 10 $ — $ 499.6 $1,200.0 million, 7.125% senior notes due March 2018 (3) Medco 50 845.9 868.8 $1,000.0 million, 2.250% senior notes due June 2019 (3) Express Scripts 15 996.6 995.1 $500.0 million, 7.250% senior notes due June 2019 (3) ESI 50 336.6 336.2 $500.0 million, 4.125% senior notes due September 2020 (3) Medco 25 503.2 504.0 $500.0 million, 3.300% senior notes due February 2021 (3) Express Scripts 35 496.6 495.9 $1,250.0 million, 4.750% senior notes due November 2021 (3) Express Scripts 45 1,241.0 1,239.5 $1,000.0 million, 3.900% senior notes due February 2022 (3) Express Scripts 40 986.3 984.1 $1,000.0 million, 3.000% senior notes due July 2023 (3) Express Scripts 25 993.3 992.5 $1,000.0 million, 3.500% senior notes due June 2024 (3) Express Scripts 20 989.4 988.3 $1,500.0 million, 4.500% senior notes due February 2026 (3) Express Scripts 45 1,482.6 1,481.2 $1,500.0 million, 3.400% senior notes due March 2027 (4) Express Scripts 30 1,489.6 1,488.7 $700.0 million, 6.125% senior notes due November 2041 (3) Express Scripts 50 444.2 444.0 $1,500.0 million, 4.800% senior notes due July 2046 (3) Express Scripts 40 1,483.4 1,483.0 Total senior notes 12,288.7 12,800.9 Term loan $3,000.0 million, term loan due April 2020 (5) Express Scripts N/A 2,619.1 2,767.4 Total debt 14,907.8 15,568.3 Current maturities of debt $500.0 million, 1.250% senior notes due June 2017 (2)(3) Express Scripts 10 — 499.6 $1,200.0 million, 7.125% senior notes due March 2018 (2)(3) Medco 50 845.9 — $3,000.0 million, term loan due April 2020 (5) Express Scripts N/A 335.2 222.7 Total current maturities of long-term debt 1,181.1 722.3 Total long-term debt $ 13,726.7 $ 14,846.0 (1) All senior notes are redeemable prior to maturity at a price equal to the greater of (1) 100% of the aggregate principal amount of any notes being redeemed; or (2) the sum of the present values of the remaining scheduled payments of principal and interest on the notes being redeemed discounted to the redemption date on a semiannual basis (assuming a 360 -day year consisting of twelve 30 -day months) at the treasury rate plus the basis points as indicated, plus in each case, unpaid interest on the notes being redeemed accrued to the redemption date. (2) All senior notes are jointly and severally and fully and unconditionally (subject to certain customary release provisions, including sale, exchange, transfer or liquidation of the guarantor subsidiary) guaranteed on a senior unsecured basis by Express Scripts (if issued by either Medco or ESI) and by most of our current and future 100% owned domestic subsidiaries. (3) Senior notes require interest to be paid semi-annually, commencing six months subsequent to issuance. (4) Senior notes require interest to be paid semi-annually in March and September. (5) The 2015 five-year term loan (as defined below) had average interest rates of 2.48% and 1.80% as of September 30, 2017 and December 31, 2016 , respectively. Bank credit facilities. In April 2015, we entered into a credit agreement (the “ credit agreement ”) providing for a five -year $2.0 billion revolving credit facility (the “ 2015 revolving facility ”) and a five -year $3.0 billion term loan (the “ 2015 five-year term loan ”). At September 30, 2017 , no amounts were outstanding under the 2015 revolving facility . We make quarterly principal payments on the 2015 five-year term loan . At September 30, 2017 , $337.5 million of the 2015 five-year term loan , and a proportionate amount of unamortized financing costs, was considered current maturities of long-term debt. The credit agreement requires interest to be paid, at our option, at LIBOR or an adjusted base rate, plus applicable margin. The applicable margin over LIBOR ranges from 0.900% to 1.300% for the 2015 revolving facility, depending on our consolidated leverage ratio, and ranges from 1.000% to 1.500% for the 2015 five-year term loan , depending on our consolidated leverage ratio. The applicable margin over the adjusted base rate ranges from 0.000% to 0.300% for the 2015 revolving facility, and 0.000% to 0.500% for the 2015 five-year term loan . We are required to pay commitment fees on the 2015 revolving facility, which range from 0.100% to 0.200% of the revolving loan commitments, depending on our consolidated leverage ratio. We have two additional credit agreements, each providing for an uncommitted revolving credit facility: $150.0 million executed August 2015 and amended most recently in May 2017 with a termination date of May 2018, and $130.0 million executed May 2017 with a termination date of May 2018. At September 30, 2017 , no amounts were drawn under either facility. In April 2017, we terminated a separate $130.0 million uncommitted revolving credit facility executed December 2014 and amended October 2015 and April 2016. Covenants. Our bank financing arrangements and senior notes contain certain customary covenants that restrict our ability to incur additional indebtedness, create or permit liens on assets and engage in mergers or consolidations. The covenants related to bank financing arrangements also include, among other things, a maximum leverage ratio. The 7.125% senior notes due March 2018 issued by Medco are also subject to an interest rate adjustment in the event of a downgrade in our credit ratings to below investment grade. At September 30, 2017 , we were in compliance with all covenants associated with our debt instruments.

Income taxes

Income taxes	9 Months Ended
	Sep. 30, 2017
Income Tax Disclosure [Abstract]
Income taxes	Note 7 - Income taxes Our effective tax rate attributable to Express Scripts increased to 37.2% for both the three and nine months ended September 30, 2017 from 36.9% and 35.9% , respectively, for the same periods in 2016 due to discrete events. We increased our unrecognized tax benefits primarily due to increases related to current and prior year tax positions by $163.8 million and $199.6 million , respectively, for the three and nine months ended September 30, 2017 . We recognized net discrete charges of $5.8 million and $15.5 million for the three and nine months ended September 30, 2017 , respectively, compared to net discrete benefits of $2.2 million and $35.7 million , respectively, for the same periods in 2016 . Our 2017 net discrete tax items primarily relate to additions in our unrecognized tax benefits on prior year tax positions and a revaluation of our deferred tax attributes due to changes in effective tax rates offset by a reduction in our unrecognized tax benefits due to settlement of prior year examinations and prior year claims. Our 2016 net discrete benefits primarily relate to changes in our unrecognized tax benefits.

Common stock

Common stock	9 Months Ended
	Sep. 30, 2017
Stockholders' Equity Note [Abstract]
Common stock	Note 8 - Common stock Under our share repurchase program, we repurchased 11.5 million shares for $712.8 million during the three months ended September 30, 2017 and 43.3 million shares for $2,770.2 million during the nine months ended September 30, 2017 (including 0.5 million shares for $34.5 million that were repurchased but not settled as of September 30, 2017 ). We repurchased 14.1 million shares for $1,132.5 million for the three months ended September 30, 2016 and 62.6 million shares for $4,717.7 million during the nine months ended September 30, 2016 . As of September 30, 2017 , there were 35.9 million shares remaining under our share repurchase program. Share repurchases made during the three and nine months ended September 30, 2017 were made pursuant to Rule 10b5-1 plans implemented on February 15, 2017 (the “February 2017 Rule 10b5-1 plan”) and July 26, 2017 (the “July 2017 Rule 10b5-1 plan”), as well as through open market purchases. The February 2017 Rule 10b5-1 plan was completed on June 30, 2017 and the July 2017 Rule 10b5-1 plan was completed on October 9, 2017. Additional share repurchases, if any, will be made through open market purchases, Rule 10b5-1 plans, accelerated share repurchases, privately negotiated transactions or other transactions in such amounts and at such times as we deem appropriate based upon prevailing market and business conditions and other factors.

Stock-based compensation plans

Stock-based compensation plans	9 Months Ended
	Sep. 30, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock-based compensation plans	Note 9 - Stock-based compensation plans Under the 2016 Long-Term Incentive Plan (the “ 2016 LTIP ”), we may issue stock options, stock appreciation rights (“SARs”), restricted stock awards, restricted stock units, performance share awards and other types of awards. The maximum number of shares available for awards under the 2016 LTIP is 33.0 million . The maximum term of stock options, SARs, restricted stock awards, restricted stock units and performance shares granted under the 2016 LTIP is 10 years. Effective May 4, 2016, no additional awards may be granted under the 2011 Long-Term Incentive Plan (the “2011 LTIP”), the Accredo Health, Incorporated 2002 Long-Term Incentive Plan (the “Accredo Plan”), the ESI 2000 Long-Term Incentive Plan (the “2000 LTIP”) or the Medco 2002 Stock Incentive Plan (the “2002 SIP”) (except to settle awards outstanding under these plans), which authorized the grant of various equity awards with various terms to our officers, members of our Board of Directors and other key employees. However, the terms of these plans will continue to govern awards outstanding under these plans. The provisions of the 2016 LTIP , the 2011 LTIP, the Accredo Plan, the 2000 LTIP and the 2002 SIP (collectively, the “stock incentive plans”) allow employees to use shares to cover tax withholding on stock awards (a feature which has also been approved by the Compensation Committee of our Board of Directors). Upon vesting of restricted stock units and performance shares, employees have taxable income subject to statutory withholding requirements. The number of shares issued to employees may be reduced by the number of shares having a market value equal to our minimum statutory withholding for federal, state and local tax purposes. Under the stock incentive plans, we have issued stock options, restricted stock units and performance shares. All such awards are settled by issuance of new shares. Awards granted under the stock incentive plans are subject to accelerated vesting under certain specified circumstances, including upon a change in control and termination, and are also subject to forfeiture without consideration upon termination of employment under certain circumstances. The maximum term of stock options is generally 10 years. As of January 1, 2017, under ASU 2016-09, excess tax benefits, which are immaterial for the three and nine months ended September 30, 2017 , are prospectively recognized as income tax expense on our consolidated statement of operations and prospectively recognized as an operating activity on our consolidated statement of cash flows for the nine months ended September 30, 2017 . Prior periods have not been retrospectively adjusted for adoption of this standard. We have also elected to continue to estimate the number of awards that are expected to vest. The remaining amendments to this standard, as noted in Note 1 - Summary of significant accounting policies , are either not applicable or do not change our current accounting practices and thus do not impact our consolidated financial statements, including our consolidated statement of cash flows. We recognized stock-based compensation expense of $25.9 million and $27.2 million in the three months ended September 30, 2017 and 2016 , respectively, and $78.0 million and $81.9 million in the nine months ended September 30, 2017 and 2016 , respectively. Unamortized stock-based compensation as of September 30, 2017 was $20.9 million for stock options and $85.2 million for restricted stock units and performance shares. Stock options. During the nine months ended September 30, 2017 , we granted 0.8 million stock options with a weighted-average fair market value of $13.89 per share. Stock options granted generally have three -year graded vesting. There were no stock options issued during the three months ended September 30, 2017 . The fair value of stock options granted was estimated on the date of grant using a Black-Scholes multiple option-pricing model with the following weighted-average assumptions: Three Months Ended Nine Months Ended 2017 2016 2017 2016 Expected life of option N/A 3-5 years 3-5 years 3-5 years Risk-free interest rate N/A 0.9%-1.2% 1.5%-2.1% 0.9%-1.4% Expected volatility of stock N/A 20%-25% 21%-23% 20%-25% Expected dividend yield N/A None None None The Black-Scholes model requires subjective assumptions, including future stock price volatility and expected time to exercise, which affect the calculated values. The expected term and forfeiture rate of options granted is derived from historical data on employee exercises and post-vesting employment termination behavior as well as expected behavior on outstanding options. The risk-free rate is based on the United States Treasury rates in effect during the corresponding period of grant. The expected volatility is based on the historical volatility of our stock price. These factors could change in the future, which would affect the stock-based compensation expense recognized in future periods. Restricted stock units and performance shares. During the nine months ended September 30, 2017 , we granted 1.7 million restricted stock units and performance shares with a weighted-average fair market value of $67.41 per share. Restricted stock units generally have three -year graded vesting. Performance shares generally have three -year cliff vesting. The number of performance shares that ultimately vest is dependent upon the achievement of specific performance metrics. The original grant of performance shares is subject to a multiplier of up to 2.5 based on the achievement of the performance metrics. Due to the achievement of certain performance metrics, during the nine months ended September 30, 2017 , 0.1 million shares of common stock were issued in settlement of performance shares granted in March 2014.

Commitments and contingencies

Commitments and contingencies	9 Months Ended
	Sep. 30, 2017
Commitments and Contingencies Disclosure [Abstract]
Commitments and contingencies	Note 10 - Commitments and contingencies We are subject to various legal proceedings, investigations, government inquiries and claims pending against us or our subsidiaries, including, but not limited to, those relating to regulatory, commercial, employment and employee benefits. We record accruals for certain of our outstanding legal proceedings, investigations and claims when we believe it is probable a liability will be incurred and the amount of loss can be reasonably estimated. On a quarterly basis, we evaluate developments in legal proceedings, investigations and claims that could affect the amount of any accrual, as well as any developments that would make a loss both probable and reasonably estimable. We record self-insurance accruals based on estimates of the aggregate liability of claim costs (including defense costs) in excess of our insurance coverage. The majority of these claims are legal claims and our liability estimate is primarily related to the cost to defend these claims. We do not accrue for settlements, judgments, monetary fines or penalties until such amounts are probable and estimable. If the range of possible loss is broad, and no amount within the range is more likely than any other, the liability accrual is based on the low end of the range. When a loss contingency is not believed to be both probable and estimable, we do not establish an accrued liability. However, if the loss (or an additional loss in excess of the accrual) is believed to be at least a reasonable possibility and material, then we disclose an estimate of the possible loss or range of loss, if such estimate can be made, or disclose an estimate cannot be made. The legal proceedings, investigations, government inquiries and claims pending against us or our subsidiaries include, among others, multi-district litigation, class action lawsuits, antitrust allegations, qui tam lawsuits (“whistleblower” actions) and various governmental inquiries and informational subpoenas. The assessment of whether a loss is probable and reasonably estimable involves a series of complex judgments about future events. We are often unable to estimate a range of loss due to significant uncertainties, particularly where (i) the damages sought are unspecified or indeterminate; (ii) the proceedings are in the early stages; (iii) the matters involve novel or unsettled legal theories or a large number of parties; (iv) class action status may be sought and certified; (v) it is questionable whether asserted claims or allegations will survive dispositive motion practice; (vi) the impact of discovery on the legal process is unknown; (vii) the settlement posture of the parties has not been determined and/or (viii) in the case of certain government agency investigations, whether a sealed qui tam lawsuit has been filed and whether the government agency makes a decision to intervene in the lawsuit following investigation. Accordingly, for many proceedings, we are currently unable to estimate the loss or a range of possible loss. For a limited number of proceedings, we may be able to reasonably estimate the possible range of loss in excess of any accruals. However, we believe such proceedings, individually and in the aggregate, when finally resolved, are not reasonably likely to have a material adverse effect on our cash flow or financial condition. We also believe any amount that could be reasonably estimated in excess of accruals, if any, for such proceedings is not material. However, an unexpected adverse resolution of one or more of such proceedings could have a material adverse effect on our results of operations in a particular quarter or fiscal year. For purposes of this Note 10, the “Company” refers to Express Scripts Holding Company and its subsidiaries if named as defendants or identified as the subjects in the matters discussed below. We cannot predict the timing or outcome of the matters described below: • Jerry Beeman, et al. v. Caremark, et al. Plaintiffs allege that the Company and the other defendants failed to comply with statutory obligations to provide California clients with the results of a bi-annual survey of retail drug prices. On November 14, 2016, the district court denied plaintiffs’ motion for class certification, holding that the proposed class representatives and counsel were inadequate to represent a class. Plaintiffs’ request to substitute the proposed class representatives was denied on June 9, 2017. On October 6, 2017, defendants moved for sanctions against plaintiffs for destroying evidence and requested the case be dismissed with prejudice. • Brady Enterprises, Inc., et al. v. Medco Health Solutions, Inc., and North Jackson Pharmacy, Inc., et al. v. Express Scripts, Inc., et al. Plaintiffs assert claims for violation of the Sherman Antitrust Act. The court has entered an order denying class certification in the Brady case and decertifying the class against the Company in the North Jackson case. The Brady plaintiffs have filed a motion requesting reconsideration of the court’s denial of class certification. • Anthem, Inc. v. Express Scripts, Inc. Anthem, Inc. (for purposes of this Note 10, “Anthem”) filed this lawsuit alleging various breach of contract claims against the Company relating to the parties’ rights and obligations under the periodic pricing review section of the pharmacy benefit management agreement between the parties, including allegations that the Company failed to negotiate new pricing concessions in good faith, as well as various alleged service issues. Anthem requests the court enter declaratory judgment that the Company is required to provide Anthem competitive benchmark pricing, that Anthem can terminate the agreement, and that the Company is required to provide Anthem with post-termination services at competitive benchmark pricing for one year following any termination by Anthem. Anthem claims it is entitled to $13.0 billion in additional pricing concessions over the remaining term of the agreement as well as $1.8 billion for one year following any contract termination by Anthem, and $150.0 million in damages for service issues (for purposes of this Note 10, “Anthem’s Allegations”). On April 19, 2016, in response to Anthem’s complaint, the Company filed its answer denying Anthem’s Allegations in their entirety and asserting affirmative defenses and counterclaims against Anthem. The court subsequently granted Anthem’s motion to dismiss two of six counts of the Company’s amended counterclaims. • In re Express Scripts Holdings Company Securities Litigation. Plaintiff filed this putative securities class action complaint on behalf of all persons or entities that purchased or otherwise acquired the Company’s publicly traded common stock between February 24, 2015 and March 21, 2016 and alleges the Company and named individuals violated Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 by carrying out a scheme to defraud the investing public. Plaintiff seeks compensatory damages in favor of plaintiff and other class members, attorneys’ fees and costs, and equitable relief. Plaintiff adopts many of Anthem’s Allegations in support of their claim. On August 1, 2017, the court granted the Company’s motion to dismiss the complaint in its entirety. On August 30, 2017, Plaintiff filed an amended complaint alleging similar claims. • M. Scott Brewer, et al., in their capacities as Trustees for the Carpenters Pension Fund of West Virginia, derivatively on behalf of Express Scripts Holding Company v. Maura C. Breen, et al. Plaintiffs filed this stockholder derivative lawsuit alleging certain current and former officers and directors of the Company breached fiduciary duties and were unjustly enriched and also asserting a claim for corporate waste. Plaintiffs adopt many of Anthem’s Allegations in support of their claim. Plaintiffs seek damages on behalf of the Company from the individual defendants, an accounting by the individual defendants for all damages, profits, special benefits and unjust enrichment and imposition of a constructive trust, judgment directing the Company to take all necessary actions to reform and improve its corporate governance and internal control procedures, punitive damages, and an award of attorneys’ fees and costs. • Randy Green v. George Paz, et al. Plaintiff alleges certain current and former officers and directors of the Company breached fiduciary duties and were unjustly enriched. Plaintiff adopts many of Anthem’s Allegations in support of his claims that individual defendants breached fiduciary duties of loyalty, good faith, fair dealing, and candor, which caused the Company to issue false and misleading statements regarding the Company’s relationship with Anthem, and for contribution to and indemnification of the Company in connection with all claims that have been, are, or may in the future be asserted against the Company because of the individual defendants’ wrongdoing. On June 12, 2017, the court stayed this action until resolution of the Carpenters derivative action, described above, in the United States District Court for the Southern District of New York. • Abraham Neufeld, derivatively on behalf of nominal defendant Express Scripts Holding Company v. George Paz, et al. ; Robert Jessup, derivatively on behalf of Express Scripts Holding Company v. Timothy Wentworth, et al. ; and Richard Weisglas, derivatively on behalf of Express Scripts Holding Company v. Express Scripts Holding Company, George Paz, et al. These cases were consolidated on December 21, 2016, and on April 13, 2017 plaintiffs filed a consolidated amended complaint. Plaintiffs’ consolidated amended complaint alleges certain current and former officers and directors of the Company breached fiduciary duties and were unjustly enriched, and that certain defendants engaged in “insider selling.” Plaintiffs adopt many of Anthem’s Allegations in support of their claims that the individual defendants breached fiduciary duties of loyalty, good faith, candor, and due care, which caused the Company to issue false and misleading statements regarding the Company’s relationship with Anthem. Plaintiffs seek damages on behalf of the Company from the individual defendants, equitable relief, and attorneys’ fees and costs. On August 11, 2017, the court stayed this action until resolution of the Carpenters derivative action, described above, in the United States District Court for the Southern District of New York. • Kurt Wilson v. George Paz, et al. Plaintiff alleges that certain current and former officers and directors of the Company breached fiduciary duties, were unjustly enriched, committed abuse of control and gross mismanagement, and that certain defendants engaged in “insider selling.” Plaintiff adopts many of Anthem’s Allegations in support of the claims that the individual defendants breached fiduciary duties of loyalty, good faith, candor, and due care, which caused the Company to issue false and misleading statements regarding the Company’s relationship with Anthem. Plaintiff seeks damages on behalf of the Company from the individual defendants, equitable relief, and attorneys’ fees and costs. • In re Express Scripts/Anthem ERISA Litigation (consolidating John Doe One and John Doe Two v. Express Scripts, Inc. and Karen Burnett, Brendan Farrell, and Robert Shullich v. Express Scripts, Inc. and Anthem, Inc. ). Plaintiffs filed a Second Amended Consolidated Class Action Complaint on behalf of health plan beneficiaries who are enrolled in health care plans that are insured or administered by Anthem. Plaintiffs allege that the Company and Anthem breached fiduciary duties and otherwise violated their legal obligations under ERISA, that the Company engaged in mail fraud, wire fraud and other racketeering activity through its invoicing system with Anthem, that the Company breached its contract with Anthem, that plaintiffs are entitled to equitable relief under theories including unjust enrichment, that the Company violated unfair and deceptive trade practices statutes, that Anthem breached the covenant of good faith and fair dealing implied in health plans, and that ESI violated the anti-discrimination provisions of the Affordable Care Act. Plaintiffs adopt many of Anthem’s Allegations in support of their claim. Plaintiffs seek compensatory damages, declaratory relief, equitable relief and attorneys’ fees and costs. The Company’s motion to dismiss Plaintiffs’ claims has been fully briefed and remains pending with the court. • Frank Barnett, et al. v. Novo Nordisk, Inc., Eli Lilly and Company, Sanofi-Aventis U.S., LLC, Express Scripts Holding Company, Express Scripts, Inc., CVS Health Corp., and UnitedHealth Group, Inc., OptumRx, Inc. Plaintiffs allege, inter alia , that the defendants entered into “exclusionary” agreements that granted exclusive formulary placement for certain analog insulin products in return for higher rebate payments. The complaint alleges that these agreements had the effect of driving up analog insulin costs for the putative class members and violated Sections 1 and 3 of the Sherman Act, the Racketeer Influenced and Corrupt Organizations Act (“RICO”) and the competition and consumer protection laws of various states, U.S. territories, and the District of Columbia. Plaintiffs seek treble damages, equitable relief and attorneys’ fees and costs. • Julia Boss, et al. v. CVS Health Corporation, Caremark Rx, LLC, Express Scripts Holding Company, Express Scripts, Inc., UnitedHealth Group, Inc., OptumRx, Inc., Sanofi-Aventis U.S. LLC, Novo Nordisk Inc., and Eli Lilly and Company . Plaintiffs allege similar allegations to those alleged in the Barnett complaint described above. In addition, plaintiffs also allege that defendants violated ERISA. Plaintiffs seek treble damages, equitable relief and attorneys’ fees and costs. • Scott Christensen, et al. v. Novo Nordisk, Inc., Eli Lilly and Company, Sanofi-Aventis U.S., LLC, Express Scripts Holding Company, Express Scripts, Inc., CVS Health Corp., and UnitedHealth Group, Inc., OptumRx, Inc. Plaintiffs allege similar allegations to those alleged in the Barnett complaint described above. Plaintiffs seek treble damages, equitable relief and attorneys’ fees and costs. • MSP Recovery Claims, Series, LLC, et al. v. CVS Health Corporation, et al. Plaintiffs allege similar factual allegations to those alleged in the Barnett complaint described above, except that Plaintiffs assert claims only for purported RICO violations, common law fraud and unjust enrichment. Plaintiffs seek treble damages, equitable relief and attorneys’ fees and costs. • Jeanine Prescott, et al. v. CVS Health Corporation, et al. Plaintiffs allege, inter alia , that the defendants entered into “exclusionary” agreements that granted exclusive formulary placement for certain blood glucose test strips in return for higher rebate payments. The complaint alleges that these agreements had the effect of driving up the costs of such test strips for the putative class members and violated RICO, ERISA and the competition and consumer protection laws of various states. Plaintiffs seek treble damages, equitable relief and attorneys’ fees and costs. On August 2, 2017, certain defendants, including the Company, moved to transfer this action to the United States District Court for the District of New Jersey and that motion remains pending. • Michael Bewley, et al. v. CVS Health Corporation, et al. Plaintiffs allege, inter alia , that the defendants entered into “exclusionary” agreements that granted exclusive formulary placement for certain glucagon products in return for higher rebate payments. The complaint alleges that these agreements had the effect of driving up the costs of such products for the putative class members and violated Sections 1 and 3 of the Sherman Act, RICO, ERISA and the competition and consumer protection laws of various states, U.S. territories and the District of Columbia. Plaintiffs seek treble damages, equitable relief and attorneys’ fees and costs. On July 27, 2017, defendants moved to transfer this action to the United States District Court for the District of New Jersey and that motion remains pending. • Elan and Adam Klein, et al. v. Prime Therapeutics, LLC; Express Scripts Holding Co.; Express Scripts, Inc.; Medco Health Solutions, Inc.; CVS Health Corp.; Caremark, L.L.C.; Caremark Rx, L.L.C.; and CaremarkPCS Health, L.L.C. Plaintiffs allege that defendants violated legal obligations under ERISA by negotiating increasingly large rebates from Mylan, which allegedly caused an increase in the price of EpiPen products. Plaintiffs further allege that defendants retained a significant portion of rebates, rather than passing them on to class members (who are participants in, or beneficiaries of, health insurance plans governed by ERISA who purchased EpiPen products). The Company moved to dismiss Plaintiffs’ claims, and Plaintiffs recently responded by filing an amended complaint. The case is subject to a conditional order transferring the proceedings to a Kansas federal court for centralization with a multidistrict litigation, In re: EpiPen (Epinephrine Injection, USP) Marketing, Sales Practices & Antitrust Litigation, MDL No. 2785 (J.P.M.L) . The Company has filed a motion to vacate the conditional transfer order. • Traci Brannon, Lindsey Rizzo, and Jamie Herr v. Express Scripts Holding Company, Express Scripts, Inc., UnitedHealth Group, Inc., OptumRx, Inc., and Prime Therapeutics, LLC. Plaintiffs make similar allegations to those in the Klein complaint described above. The case is subject to a pending request to consolidate the proceedings into a multidistrict litigation also pending in Kansas federal court, In re: EpiPen (Epinephrine Injection, USP) Marketing, Sales Practices & Antitrust Litigation, MDL No. 2785 (J.P.M.L) . The Company has opposed consolidation, and have moved to transfer the case to Minnesota. • City of Rockford v. Mallinckrodt ARD, Inc., f/k/a Questcor Pharmaceuticals, Inc.; Mallinckrodt plc; Express Scripts Holding Company; Express Scripts, Inc.; CuraScript, Inc., d/b/a CuraScript, SD; Accredo Health Group, Inc.; and United BioSource Corporation. Plaintiff filed an amended complaint on behalf of a putative class of third-party payors and their beneficiaries alleging that Mallinckrodt ARD, Inc. and Mallinckrodt plc (for purposes of this Note 10, collectively “Mallinckrodt”), the manufacturer of Acthar, an adrenocorticotropic hormone, unlawfully maintained a monopoly in an alleged market for Acthar drugs by, inter alia , acquiring its only potential competitor and that the Company has aided this scheme by acting as Mallinckrodt’s exclusive agent and/or distributor for Acthar. Plaintiff also alleges that the Company is its pharmacy benefit manager and that the Company has breached contractual obligations to plaintiff by not adequately containing the costs that plaintiff has paid for Acthar. Plaintiff alleges violations of Sections 1 and 2 of the Sherman Act, state antitrust laws and RICO. Plaintiff also brings claims for breach of contract, breach of the implied covenant of good faith and fair dealing, promissory estoppel, unjust enrichment, fraud and conspiracy to defraud. Plaintiff seeks treble damages, equitable relief and attorneys’ fees and costs. • We are the subject of various qui tam matters: • United States ex. rel. Steve Greenfield, et al. v. Medco Health Solutions, Inc., Accredo Health Group, Inc., and Hemophilia Health Services, Inc. The complaint alleges defendants violated the federal False Claims Act, the Anti-Kickback Statute, the Civil Monetary Penalty Statute and various state and local false claims statutes. The court granted the Company’s motion for summary judgment and Greenfield has appealed the decision. Oral arguments were heard September 27, 2017. • United States of America ex. rel. Shane Lager v. CSL Behring, LLC, CSL Limited, Accredo Health, Inc., and Coram LLC. The complaint alleged the Company violated the federal False Claims Act. The court granted the Company’s motion to dismiss and Lager appealed the decision. On May 5, 2017, the United States Court of Appeals for the Eighth Circuit affirmed the dismissal. • We have received and intend to cooperate with various subpoenas or other requests from government agencies seeking information and have included descriptions of certain specific requests below: • Insulin Pricing Investigation. The Company has received a Civil Investigative Demand from the Office of the Attorney General of Washington in connection with a pending investigation into potential unfair and deceptive acts or practices related to the pricing, reimbursement and rebates for insulin products and possible contracts, combinations or conspiracies in restraint of trade in the setting of prices for insulin products. The Office of the Attorney General of Washington has notified the Company that information provided in response to the Civil Investigative Demand will be shared with the Attorneys General of California, Florida and New Mexico. • Insulin and Epinephrine Pricing Investigation. The Company has received a Civil Investigative Demand from the Attorney General of Minnesota in connection with a pending investigation into potential unfair and deceptive acts or practices related to the pricing, reimbursement and rebates for insulin products and epinephrine and possible contracts, combinations or conspiracies in restraint of trade in the setting of prices for insulin products and epinephrine. • Opioid Investigation. The Company received a request for information from the Office of Attorney General of New York regarding steps taken by the Company to fight opioid abuse in connection with a pending investigation into opioid-related deaths, overdoses, and hospitalizations. While we believe our services and business practices are in substantial compliance with applicable laws, rules and regulations in all material respects, we cannot predict the outcome of these actions at this time. An unfavorable outcome in one or more of these matters could result in the imposition of judgments, monetary fines or penalties or injunctive or administrative remedies. It is not possible to predict with certainty the outcome of these claims, and we can give no assurance that any losses in excess of our insurance and any self-insurance accruals will not be materially adverse to our financial results.

Segment information

Segment information	9 Months Ended
	Sep. 30, 2017
Segment Reporting [Abstract]
Segment information	Note 11 - Segment information We report segments on the basis of products and services offered and have determined we have two reportable segments: PBM and Other Business Operations. Within the Other Business Operations segment, we have aggregated two operating segments that do not meet the quantitative and qualitative criteria to be separately reported. Operating income is the measure used by our chief operating decision maker to assess the performance of each of our operating segments. Following is information about our reportable segments, including a reconciliation of operating income to income before income taxes for the three and nine months ended September 30, 2017 and 2016 . (in millions) PBM (1) Other Business Operations Total For the three months ended September 30, 2017 Product revenues: Network revenues (2) $ 12,182.9 $ — $ 12,182.9 Home delivery and specialty revenues (3) 10,948.3 — 10,948.3 Other revenues (4) — 1,130.2 1,130.2 Service revenues 341.9 80.1 422.0 Total revenues 23,473.1 1,210.3 24,683.4 Depreciation and amortization expense 443.5 5.9 449.4 Operating income 1,456.3 22.1 1,478.4 Interest income and other 13.6 Interest expense and other (147.7 ) Income before income taxes 1,344.3 Capital expenditures 67.8 4.2 72.0 For the three months ended September 30, 2016 Product revenues: Network revenues (2) $ 13,000.6 $ — $ 13,000.6 Home delivery and specialty revenues (3) 11,031.8 — 11,031.8 Other revenues (4) — 922.2 922.2 Service revenues 377.0 78.5 455.5 Total revenues 24,409.4 1,000.7 25,410.1 Depreciation and amortization expense 529.9 7.8 537.7 Operating income 1,404.9 11.1 1,416.0 Interest income and other 8.3 Interest expense and other (273.4 ) Income before income taxes 1,150.9 Capital expenditures 74.3 4.8 79.1 (in millions) PBM (1) Other Business Operations Total For the nine months ended September 30, 2017 Product revenues: Network revenues (2) $ 36,982.2 $ — $ 36,982.2 Home delivery and specialty revenues (3) 33,142.5 — 33,142.5 Other revenues (4) — 3,270.5 3,270.5 Service revenues 1,041.4 249.2 1,290.6 Total revenues 71,166.1 3,519.7 74,685.8 Depreciation and amortization expense 1,326.3 17.9 1,344.2 Operating income 3,855.8 55.8 3,911.6 Interest income and other 28.7 Interest expense and other (439.9 ) Income before income taxes 3,500.4 Capital expenditures 164.9 12.4 177.3 For the nine months ended September 30, 2016 Product revenues: Network revenues (2) $ 39,085.3 $ — $ 39,085.3 Home delivery and specialty revenues (3) 32,464.8 — 32,464.8 Other revenues (4) — 2,578.3 2,578.3 Service revenues 1,047.2 248.6 1,295.8 Total revenues 72,597.3 2,826.9 75,424.2 Depreciation and amortization expense 1,587.3 23.9 1,611.2 Operating income 3,573.1 40.0 3,613.1 Interest income and other 27.4 Interest expense and other (548.8 ) Income before income taxes 3,091.7 Capital expenditures 224.6 13.0 237.6 (1) PBM total revenues and operating income for the nine months ended September 30, 2017 and 2016 includes $52.6 million and $106.6 million , respectively, related to a large client. These amounts were realized in the second quarters of each of 2017 and 2016 due to the structure of the contract. (2) Includes retail pharmacy co-payments of $1,925.8 million and $2,008.5 million for the three months ended September 30, 2017 and 2016 , respectively, and $6,409.7 million and $6,685.9 million for the nine months ended September 30, 2017 and 2016 , respectively. (3) Includes home delivery and specialty, including drugs we distribute to other PBMs’ clients under limited distribution contracts with pharmaceutical manufacturers and Freedom Fertility claims. (4) Includes other revenues related to drugs distributed through patient assistance programs. PBM product revenues consist of revenues from the sale of prescription drugs by retail pharmacies in our retail pharmacy networks and revenues from the dispensing of prescription drugs from our home delivery and specialty pharmacies. Other Business Operations product revenues consist of distribution services of specialty pharmaceuticals and providing consulting services for pharmaceutical and biotechnology manufacturers to collect scientific evidence to guide the safe, effective and affordable use of medicines. PBM service revenues include administrative fees associated with the administration of retail pharmacy networks contracted by certain clients, informed decision counseling services and specialty pharmacy services. Other Business Operations service revenues include revenues related to data analytics and research. Following is the summary of total assets by reportable segment: (in millions) September 30, December 31, PBM $ 49,662.3 $ 50,432.7 Other Business Operations 1,543.9 1,312.2 Total assets $ 51,206.2 $ 51,744.9 We have contracts with Anthem and the United States Department of Defense which represent 19% and 11% , respectively, of consolidated revenues for the three months ended September 30, 2017 and 19% and 12% , respectively, of consolidated revenues for the nine months ended September 30, 2017 . Revenues earned by our international businesses totaled $29.9 million and $22.2 million for the three months ended September 30, 2017 , and 2016 , respectively, and $79.6 million and $66.3 million for the nine months ended September 30, 2017 and 2016 , respectively. All other revenues were earned in the United States. Long-lived assets of our international businesses (consisting primarily of fixed assets) totaled $30.2 million and $24.1 million as of September 30, 2017 and December 31, 2016 , respectively. All other long-lived assets are domiciled in the United States.

Condensed consolidating financi

Condensed consolidating financial information	9 Months Ended
	Sep. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Condensed consolidating financial information	Note 12 - Condensed consolidating financial information The senior notes issued by us, ESI and Medco are jointly and severally and fully and unconditionally (subject to certain customary release provisions, including sale, exchange, transfer or liquidation of the guarantor subsidiary) guaranteed by certain of our 100% owned domestic subsidiaries, other than certain regulated subsidiaries, and, with respect to notes issued by ESI and Medco, by Express Scripts Holding Company. The following condensed consolidating financial information has been prepared in accordance with the requirements for presentation of such information. The condensed consolidating financial information presented below is not indicative of what the financial position, results of operations or cash flows would have been had each of the entities operated as an independent company during the period for various reasons, including, but not limited to, intercompany transactions and integration of systems. The following presentation reflects the structure that exists as of the most recent balance sheet date. The condensed consolidating financial information is presented separately for: (i) Express Scripts Holding Company (the Parent Company), the issuer of certain guaranteed obligations; (ii) ESI, guarantor, the issuer of additional guaranteed obligations; (iii) Medco, guarantor, the issuer of additional guaranteed obligations; (iv) Guarantor subsidiaries, on a combined basis (but excluding ESI and Medco), as specified in the indentures related to Express Scripts Holding Company’s, ESI’s and Medco’s obligations under the notes; (v) Non-guarantor subsidiaries, on a combined basis; (vi) Consolidating entries and eliminations representing adjustments to (a) eliminate intercompany transactions between or among Express Scripts Holding Company, ESI, Medco, the guarantor subsidiaries and the non-guarantor subsidiaries, (b) eliminate the investments in our subsidiaries and (c) record consolidating entries; and (vii) Express Scripts Holding Company and its subsidiaries on a consolidated basis. In 2017, as part of an ongoing reorganization since 2015, certain subsidiaries have been merged within the structure defined above through non-cash transfers. The 2017 reorganizations qualified as a transfer of assets and are reflected prospectively in the condensed consolidating balance sheet, statement of operations and statement of cash flows. These events had no impact on our consolidated balance sheet, consolidated statement of operations or consolidated statement of cash flows. In conjunction with the ongoing reorganization, during both the first and second quarters of 2017, we executed certain intercompany agreements and transfer pricing agreements effective retrospectively to January 1, 2017. These intercompany agreements resulted in increased SG&A for our subsidiaries and reduced SG&A for ESI in the condensed consolidating statement of operations for the three and nine months ended September 30, 2017 . The transfer pricing agreements resulted in increased revenues and costs of revenues for ESI, Medco and our subsidiaries with a resulting increase in the eliminations column. These events had no impact on our consolidated balance sheet, consolidated statement of operations or consolidated statement of cash flows. Condensed Consolidating Balance Sheet (in millions) Express Scripts Holding Company Express Scripts, Medco Health Solutions, Guarantors Non-Guarantors Eliminations Consolidated As of September 30, 2017 Cash and cash equivalents $ 1,276.8 $ 1,554.2 $ — $ 51.6 $ 513.3 $ — $ 3,395.9 Receivables, net — 3,862.1 330.5 1,923.4 755.5 — 6,871.5 Other current assets — 286.5 — 2,101.6 23.5 — 2,411.6 Total current assets 1,276.8 5,702.8 330.5 4,076.6 1,292.3 — 12,679.0 Property and equipment, net — 790.1 3.3 445.0 28.2 — 1,266.6 Investments in subsidiaries 46,836.1 13,567.9 8,949.3 — — (69,353.3 ) — Intercompany — — 2,677.3 17,918.4 — (20,595.7 ) — Goodwill — 3,122.4 22,609.9 3,670.4 22.1 — 29,424.8 Other intangible assets, net — 507.7 6,168.9 1,012.5 8.7 — 7,697.8 Other assets 4.0 161.7 29.1 28.9 4.3 (90.0 ) 138.0 Total assets $ 48,116.9 $ 23,852.6 $ 40,768.3 $ 27,151.8 $ 1,355.6 $ (90,039.0 ) $ 51,206.2 Claims and rebates payable $ — $ 6,940.5 $ 2,543.0 $ — $ — $ — $ 9,483.5 Accounts payable — 1,048.3 41.1 3,247.7 40.8 — 4,377.9 Accrued expenses 87.2 1,054.1 282.3 296.5 594.2 — 2,314.3 Current maturities of long-term debt 335.2 — 845.9 — — — 1,181.1 Total current liabilities 422.4 9,042.9 3,712.3 3,544.2 635.0 — 17,356.8 Long-term debt 12,886.9 336.6 503.2 — — — 13,726.7 Intercompany 18,891.1 1,213.5 — — 491.1 (20,595.7 ) — Deferred taxes — — 2,199.4 1,281.0 11.5 (90.0 ) 3,401.9 Other liabilities — 478.5 298.4 19.2 2.4 — 798.5 Non-controlling interest — — — — 5.8 — 5.8 Express Scripts stockholders’ equity 15,916.5 12,781.1 34,055.0 22,307.4 209.8 (69,353.3 ) 15,916.5 Total liabilities and stockholders’ equity $ 48,116.9 $ 23,852.6 $ 40,768.3 $ 27,151.8 $ 1,355.6 $ (90,039.0 ) $ 51,206.2 Condensed Consolidating Balance Sheet (in millions) Express Scripts Holding Company Express Scripts, Medco Health Solutions, Guarantors Non-Guarantors Eliminations Consolidated As of December 31, 2016 Cash and cash equivalents $ 583.5 $ 1,234.2 $ 4.4 $ 46.8 $ 1,208.3 $ — $ 3,077.2 Receivables, net — 3,595.8 878.7 1,960.1 627.5 — 7,062.1 Other current assets — 194.3 — 1,998.4 31.4 — 2,224.1 Total current assets 583.5 5,024.3 883.1 4,005.3 1,867.2 — 12,363.4 Property and equipment, net — 780.1 3.4 468.2 21.9 — 1,273.6 Investments in subsidiaries 44,372.3 11,248.2 9,068.3 — — (64,688.8 ) — Intercompany — — 1,606.5 15,090.4 — (16,696.9 ) — Goodwill — 3,122.4 22,609.9 3,525.0 20.5 — 29,277.8 Other intangible assets, net — 682.2 6,924.5 1,020.2 10.0 — 8,636.9 Other assets 7.1 219.5 25.0 40.0 12.7 (111.1 ) 193.2 Total assets $ 44,962.9 $ 21,076.7 $ 41,120.7 $ 24,149.1 $ 1,932.3 $ (81,496.8 ) $ 51,744.9 Claims and rebates payable $ — $ 6,182.3 $ 2,654.6 $ — $ — $ — $ 8,836.9 Accounts payable — 1,118.2 42.5 2,655.5 59.5 — 3,875.7 Accrued expenses 125.0 1,147.2 368.4 191.0 1,161.6 — 2,993.2 Current maturities of long-term debt 722.3 — — — — — 722.3 Total current liabilities 847.3 8,447.7 3,065.5 2,846.5 1,221.1 — 16,428.1 Long-term debt 13,137.0 336.2 1,372.8 — — — 14,846.0 Intercompany 14,742.6 1,527.6 — — 426.7 (16,696.9 ) — Deferred taxes — — 2,468.9 1,245.5 — (111.1 ) 3,603.3 Other liabilities — 378.4 228.0 10.0 7.3 — 623.7 Non-controlling interest — — — — 7.8 — 7.8 Express Scripts stockholders’ equity 16,236.0 10,386.8 33,985.5 20,047.1 269.4 (64,688.8 ) 16,236.0 Total liabilities and stockholders’ equity $ 44,962.9 $ 21,076.7 $ 41,120.7 $ 24,149.1 $ 1,932.3 $ (81,496.8 ) $ 51,744.9 Condensed Consolidating Statement of Operations and Comprehensive Income (in millions) Express Scripts Holding Company Express Scripts, Inc. Medco Health Solutions, Inc. Guarantors Non-Guarantors Eliminations Consolidated For the three months ended September 30, 2017 Revenues $ — $ 17,032.6 $ 4,787.9 $ 15,109.6 $ 524.3 $ (12,771.0 ) $ 24,683.4 Operating expenses — 16,988.4 4,708.8 13,815.0 463.8 (12,771.0 ) 23,205.0 Operating income — 44.2 79.1 1,294.6 60.5 — 1,478.4 Other (expense) income: Interest (expense) income and other, net (127.6 ) 1.7 (7.1 ) (2.0 ) 0.9 — (134.1 ) Intercompany interest income (expense) 48.0 (24.0 ) — (24.0 ) — — — Other (expense) income, net (79.6 ) (22.3 ) (7.1 ) (26.0 ) 0.9 — (134.1 ) Income (loss) before income taxes (79.6 ) 21.9 72.0 1,268.6 61.4 — 1,344.3 Provision (benefit) for income taxes (28.2 ) 7.1 28.8 482.5 9.1 — 499.3 Income (loss) before equity in earnings of subsidiaries (51.4 ) 14.8 43.2 786.1 52.3 — 845.0 Equity in earnings of subsidiaries 893.1 768.7 66.4 — — (1,728.2 ) — Net income 841.7 783.5 109.6 786.1 52.3 (1,728.2 ) 845.0 Less: Net income attributable to non-controlling interest — — — — 3.3 — 3.3 Net income attributable to Express Scripts 841.7 783.5 109.6 786.1 49.0 (1,728.2 ) 841.7 Other comprehensive income 3.7 3.7 — — 3.7 (7.4 ) 3.7 Comprehensive income attributable to Express Scripts $ 845.4 $ 787.2 $ 109.6 $ 786.1 $ 52.7 $ (1,735.6 ) $ 845.4 For the three months ended September 30, 2016 Revenues $ — $ 9,910.4 $ 6,044.4 $ 9,973.0 $ 472.0 $ (989.7 ) $ 25,410.1 Operating expenses — 9,148.0 5,699.5 9,770.7 365.6 (989.7 ) 23,994.1 Operating income — 762.4 344.9 202.3 106.4 — 1,416.0 Other (expense) income: Interest expense and other, net (211.8 ) (29.9 ) (21.3 ) — (2.1 ) — (265.1 ) Intercompany interest income (expense) 132.8 (66.4 ) — (66.4 ) — — — Other expense, net (79.0 ) (96.3 ) (21.3 ) (66.4 ) (2.1 ) — (265.1 ) Income (loss) before income taxes (79.0 ) 666.1 323.6 135.9 104.3 — 1,150.9 Provision (benefit) for income taxes (27.9 ) 279.2 91.3 58.4 21.4 — 422.4 Income (loss) before equity in earnings of subsidiaries (51.1 ) 386.9 232.3 77.5 82.9 — 728.5 Equity in earnings (loss) of subsidiaries 774.0 178.1 (23.3 ) — — (928.8 ) — Net income 722.9 565.0 209.0 77.5 82.9 (928.8 ) 728.5 Less: Net income attributable to non-controlling interest — — — — 5.6 — 5.6 Net income attributable to Express Scripts 722.9 565.0 209.0 77.5 77.3 (928.8 ) 722.9 Other comprehensive loss (1.7 ) (1.7 ) — — (1.7 ) 3.4 (1.7 ) Comprehensive income attributable to Express Scripts $ 721.2 $ 563.3 $ 209.0 $ 77.5 $ 75.6 $ (925.4 ) $ 721.2 Condensed Consolidating Statement of Operations and Comprehensive Income (in millions) Express Scripts Holding Company Express Scripts, Inc. Medco Health Solutions, Inc. Guarantors Non-Guarantors Eliminations Consolidated For the nine months ended September 30, 2017 Revenues $ — $ 51,684.3 $ 14,305.8 $ 44,867.2 $ 1,751.5 $ (37,923.0 ) $ 74,685.8 Operating expenses — 51,468.0 14,039.1 41,561.7 1,628.4 (37,923.0 ) 70,774.2 Operating income — 216.3 266.7 3,305.5 123.1 — 3,911.6 Other (expense) income: Interest (expense) income and other, net (381.3 ) 1.9 (28.2 ) (0.8 ) (2.8 ) — (411.2 ) Intercompany interest income (expense) 147.0 (73.5 ) — (73.5 ) — — — Other expense, net (234.3 ) (71.6 ) (28.2 ) (74.3 ) (2.8 ) — (411.2 ) Income (loss) before income taxes (234.3 ) 144.7 238.5 3,231.2 120.3 — 3,500.4 Provision (benefit) for income taxes (84.8 ) 51.5 110.0 1,220.1 2.8 — 1,299.6 Income (loss) before equity in earnings of subsidiaries (149.5 ) 93.2 128.5 2,011.1 117.5 — 2,200.8 Equity in earnings of subsidiaries 2,339.3 2,010.2 107.4 — — (4,456.9 ) — Net income 2,189.8 2,103.4 235.9 2,011.1 117.5 (4,456.9 ) 2,200.8 Less: Net income attributable to non-controlling interest — — — — 11.0 — 11.0 Net income attributable to Express Scripts 2,189.8 2,103.4 235.9 2,011.1 106.5 (4,456.9 ) 2,189.8 Other comprehensive income 8.4 8.4 — — 8.4 (16.8 ) 8.4 Comprehensive income attributable to Express Scripts $ 2,198.2 $ 2,111.8 $ 235.9 $ 2,011.1 $ 114.9 $ (4,473.7 ) $ 2,198.2 For the nine months ended September 30, 2016 Revenues $ — $ 29,302.2 $ 18,519.0 $ 28,866.0 $ 1,641.1 $ (2,904.1 ) $ 75,424.2 Operating expenses — 27,439.3 17,620.3 28,263.2 1,392.4 (2,904.1 ) 71,811.1 Operating income — 1,862.9 898.7 602.8 248.7 — 3,613.1 Other (expense) income: Interest (expense) income and other, net (420.1 ) (59.1 ) (42.8 ) 4.3 (3.7 ) — (521.4 ) Intercompany interest income (expense) 262.4 (131.2 ) — (131.2 ) — — — Other expense, net (157.7 ) (190.3 ) (42.8 ) (126.9 ) (3.7 ) — (521.4 ) Income (loss) before income taxes (157.7 ) 1,672.6 855.9 475.9 245.0 — 3,091.7 Provision (benefit) for income taxes (57.4 ) 620.8 301.9 209.5 29.1 — 1,103.9 Income (loss) before equity in earnings of subsidiaries (100.3 ) 1,051.8 554.0 266.4 215.9 — 1,987.8 Equity in earnings (loss) of subsidiaries 2,070.0 509.5 (45.3 ) — — (2,534.2 ) — Net income 1,969.7 1,561.3 508.7 266.4 215.9 (2,534.2 ) 1,987.8 Less: Net income attributable to non-controlling interest — — — — 18.1 — 18.1 Net income attributable to Express Scripts 1,969.7 1,561.3 508.7 266.4 197.8 (2,534.2 ) 1,969.7 Other comprehensive income 4.4 4.4 — — 4.4 (8.8 ) 4.4 Comprehensive income attributable to Express Scripts $ 1,974.1 $ 1,565.7 $ 508.7 $ 266.4 $ 202.2 $ (2,543.0 ) $ 1,974.1 Condensed Consolidating Statements of Cash Flows (in millions) Express Scripts Holding Company Express Scripts, Inc. Medco Health Solutions, Inc. Guarantors Non-Guarantors Eliminations Consolidated For the nine months ended September 30, 2017 Net cash flows provided by (used in) operating activities $ (174.8 ) $ 868.3 $ 1,066.5 $ 2,955.0 $ (546.2 ) $ (187.3 ) $ 3,981.5 Cash flows from investing activities: Purchases of property and equipment — (128.0 ) — (39.8 ) (9.5 ) — (177.3 ) Acquisition of business, net of cash acquired — (122.7 ) — — — — (122.7 ) Other, net — (15.3 ) — 1.2 2.8 — (11.3 ) Net cash used in investing activities — (266.0 ) — (38.6 ) (6.7 ) — (311.3 ) Cash flows from financing activities: Treasury stock acquired (2,735.7 ) — — — — — (2,735.7 ) Repayment of long-term debt (650.0 ) — — — — — (650.0 ) Net proceeds from employee stock plans 51.3 — — — — — 51.3 Other, net — (19.0 ) — (9.3 ) (181.5 ) 187.3 (22.5 ) Net intercompany transactions 4,202.5 (263.3 ) (1,070.9 ) (2,902.3 ) 34.0 — — Net cash (used in) provided by financing activities 868.1 (282.3 ) (1,070.9 ) (2,911.6 ) (147.5 ) 187.3 (3,356.9 ) Effect of foreign currency translation adjustment — — — — 5.4 — 5.4 Net increase (decrease) in cash and cash equivalents 693.3 320.0 (4.4 ) 4.8 (695.0 ) — 318.7 Cash and cash equivalents at beginning of period 583.5 1,234.2 4.4 46.8 1,208.3 — 3,077.2 Cash and cash equivalents at end of period $ 1,276.8 $ 1,554.2 $ — $ 51.6 $ 513.3 $ — $ 3,395.9 Condensed Consolidating Statements of Cash Flows (in millions) Express Scripts Holding Company Express Scripts, Inc. Medco Health Solutions, Inc. Guarantors Non-Guarantors Eliminations Consolidated For the nine months ended September 30, 2016 Net cash flows provided by (used in) operating activities $ (1.4 ) $ 2,136.0 $ 21.8 $ 908.6 $ (394.5 ) $ — $ 2,670.5 Cash flows from investing activities: Purchases of property and equipment — (177.4 ) — (53.8 ) (6.4 ) — (237.6 ) Other, net — 2.3 — (1.0 ) (8.9 ) — (7.6 ) Net cash used in investing activities — (175.1 ) — (54.8 ) (15.3 ) — (245.2 ) Cash flows from financing activities: Treasury stock acquired (3,892.7 ) — — — — — (3,892.7 ) Repayment of long-term debt (3,363.8 ) (1,662.5 ) (368.7 ) — — — (5,395.0 ) Net proceeds from employee stock plans 56.0 — — — — — 56.0 Proceeds from long-term debt, net of discounts 5,986.8 — — — — — 5,986.8 Excess tax benefit relating to employee stock-based compensation — 7.4 3.7 — — — 11.1 Other, net (49.0 ) (15.0 ) 28.6 (9.7 ) (30.6 ) — (75.7 ) Net intercompany transactions 1,264.1 (475.4 ) 311.7 (828.3 ) (272.1 ) — — Net cash (used in) provided by financing activities 1.4 (2,145.5 ) (24.7 ) (838.0 ) (302.7 ) — (3,309.5 ) Effect of foreign currency translation adjustment — — — — 2.6 — 2.6 Net (decrease) increase in cash and cash equivalents — (184.6 ) (2.9 ) 15.8 (709.9 ) — (881.6 ) Cash and cash equivalents at beginning of period — 1,957.3 2.9 28.8 1,197.3 — 3,186.3 Cash and cash equivalents at end of period $ — $ 1,772.7 $ — $ 44.6 $ 487.4 $ — $ 2,304.7

Subsequent event

Subsequent event	9 Months Ended
	Sep. 30, 2017
Subsequent Events [Abstract]
Subsequent event	Note 13 - Subsequent event On October 9, 2017, we entered into an agreement to acquire privately-held eviCore healthcare (“eviCore”). eviCore offers a broad range of integrated medical benefit management solutions that drive cost reductions and improved quality care outcomes. eviCore manages benefits in categories including radiology, cardiology, musculoskeletal disorders, post-acute care and medical oncology. eviCore contracts with health plans and commercial clients to better ensure appropriate use of healthcare services. We anticipate closing the acquisition during the fourth quarter of 2017 with an estimated purchase price of approximately $3.6 billion . The acquisition is subject to regulatory clearance and other customary closing conditions. The transaction will be accounted for under the authoritative guidance for business combinations.

Accounting policies (Policies)

Accounting policies (Policies)	9 Months Ended
	Sep. 30, 2017
Accounting Policies [Abstract]
Basis of Presentation	Our significant accounting policies, normally included in financial statements prepared in conformity with generally accepted accounting principles, have been omitted from this Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). We believe the disclosures contained in this Form 10-Q are adequate to fairly state the information when read in conjunction with the Notes to the Consolidated Financial Statements included in our consolidated financial statements for the year ended December 31, 2016 , included in Item 8 - Consolidated Financial Statements and Supplementary Data, included in our Annual Report on Form 10-K filed with the SEC on February 14, 2017 . For a description of our accounting policies, refer to the Notes to the Consolidated Financial Statements included therein. We believe the accompanying unaudited consolidated financial statements reflect all adjustments (consisting of only normal recurring adjustments) necessary to state fairly the unaudited consolidated balance sheet as of September 30, 2017 , the consolidated balance sheet as of December 31, 2016 , the unaudited consolidated statement of operations and unaudited consolidated statement of comprehensive income for the three and nine months ended September 30, 2017 and 2016 , the unaudited consolidated statement of changes in stockholders’ equity for the nine months ended September 30, 2017 , and the unaudited consolidated statement of cash flows for the nine months ended September 30, 2017 and 2016 . Operating results for the three and nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 .
New Accounting Guidance	Adopted new accounting guidance. In March 2016, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, Improvements to Employee Share-Based Payment Accounting, which amends Accounting Standards Codification (“ASC”) Topic 718, Compensation – Stock Compensation. The new standard simplifies the accounting for stock-based compensation, including amendments on how both taxes related to stock-based compensation and cash payments made to taxing authorities are recorded, changing the threshold to qualify for equity classification and allowing an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur. Excess tax benefits were historically recorded in additional paid-in capital. Upon adoption on January 1, 2017, excess tax benefits, which are immaterial for the three and nine months ended September 30, 2017 , are prospectively recognized as income tax expense on our consolidated statement of operations and prospectively recognized as an operating activity on our consolidated statement of cash flows for the nine months ended September 30, 2017 . Prior periods have not been retrospectively adjusted for adoption of this standard. We have also elected to continue to estimate the number of awards that are expected to vest. The remaining amendments to this standard, as noted above, are either not applicable or do not change our current accounting practices and thus do not impact our consolidated financial statements, including our consolidated statement of cash flows. New accounting guidance not yet adopted . In August 2016, FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments. The guidance addresses the classification of cash flow related to (1) debt prepayment or extinguishment costs, (2) settlement of zero-coupon debt instruments or other debt instruments with coupon rates that are insignificant in relation to the effective interest rate of the borrowing, (3) contingent consideration payments made after a business combination, (4) proceeds from the settlement of insurance claims, (5) proceeds from the settlement of corporate-owned life insurance, including bank-owned life insurance, (6) distributions received from equity method investees and (7) beneficial interests in securitization transactions. The guidance also clarifies how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flows. The guidance will generally be applied retrospectively and is effective for financial statements issued for annual reporting periods beginning after December 15, 2017. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230), Restricted Cash. This guidance requires amounts generally described as restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The guidance will be applied retrospectively and is effective for financial statements issued for annual reporting periods beginning after December 15, 2017. We are currently evaluating the impact of these standards on our consolidated statement of cash flows. In February 2016, FASB issued ASU 2016-02, Leases (ASC Topic 842), which supersedes ASC Topic 840, Leases. This ASU is intended to increase transparency and comparability of organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The new guidance is effective for financial statements issued for annual reporting periods beginning after December 15, 2018, and early application is permitted. We are currently evaluating the impact of this standard on our consolidated financial statements. In May 2014, FASB issued ASU 2014-09, Revenue from Contracts with Customers (ASC Topic 606), which supersedes ASC Topic 605, Revenue Recognition. The new standard requires companies to recognize revenues upon transfer of goods or services to customers in amounts that reflect the consideration which the company expects to receive in exchange for those goods or services. In July 2015, the FASB delayed the effective date of the standard by one year. The new guidance is effective for financial statements issued for annual reporting periods beginning after December 15, 2017. We have substantially completed evaluation of our Pharmacy Benefit Management (“PBM”) and Other Business Operations segments and have determined adoption of the new standard will not have a significant impact on our consolidated financial statements. We are in the process of finalizing our revised disclosures and anticipate full retrospective application upon adoption.
Earnings Per Share, Policy	Basic EPS is computed using the weighted-average number of common shares outstanding during the period. Diluted EPS is computed in the same manner as basic EPS, but adds the number of additional common shares that would have been outstanding for the period if the dilutive potential common shares had been issued. All shares are calculated under the “treasury stock” method.

Receivables, net (Tables)

Receivables, net (Tables)	9 Months Ended
	Sep. 30, 2017
Receivables [Abstract]
Schedule of Receivables, Net	Included within “Receivables, net” are the following, which are reflected net of our allowance for doubtful accounts, customer credit allowances, and contractual allowances: (in millions) September 30, December 31, Trade receivables, net $ 3,818.3 $ 4,140.3 Pharmaceutical manufacturers receivables, net 2,535.6 2,242.6 Other receivables 517.6 679.2 Total receivables, net $ 6,871.5 $ 7,062.1

Goodwill and other intangible24

Goodwill and other intangible assets (Tables)	9 Months Ended
	Sep. 30, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Summary of Goodwill and Other Intangible Assets	Following is a summary of our goodwill and other intangible assets for our two reportable segments, PBM and Other Business Operations. September 30, 2017 December 31, 2016 (in millions) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Goodwill PBM $ 29,434.4 $ (107.0 ) $ 29,327.4 $ 29,287.2 $ (106.8 ) $ 29,180.4 Other Business Operations 97.4 — 97.4 97.4 — 97.4 $ 29,531.8 $ (107.0 ) $ 29,424.8 $ 29,384.6 $ (106.8 ) $ 29,277.8 Other intangible assets PBM Customer contracts (1)(2) $ 17,579.0 $ (10,022.8 ) $ 7,556.2 $ 17,570.5 $ (9,083.4 ) $ 8,487.1 Trade names (1) 232.5 (123.0 ) 109.5 226.6 (105.9 ) 120.7 Miscellaneous (1)(2) 8.8 (0.7 ) 8.1 8.7 (8.2 ) 0.5 17,820.3 (10,146.5 ) 7,673.8 17,805.8 (9,197.5 ) 8,608.3 Other Business Operations Customer relationships 39.6 (31.5 ) 8.1 39.4 (29.4 ) 10.0 Trade names 35.7 (19.8 ) 15.9 35.7 (17.1 ) 18.6 75.3 (51.3 ) 24.0 75.1 (46.5 ) 28.6 Total other intangible assets $ 17,895.6 $ (10,197.8 ) $ 7,697.8 $ 17,880.9 $ (9,244.0 ) $ 8,636.9 (1) Changes in the gross carrying amount of PBM customer contracts, trade names, and miscellaneous intangible assets represent the acquisition of myMatrixx Holdings, Inc. in May 2017. The acquisition is not material to our consolidated financial statements. (2) Changes in the gross carrying amount of PBM customer contracts and miscellaneous intangible assets and related accumulated amortization also reflect the write-off of fully depreciated assets.
Summary of Change in Net Carrying Value of Goodwill by Business Segment	Following is a summary of the change in the net carrying value of goodwill by reportable segment: (in millions) PBM Other Business Operations Total Balance at December 31, 2016 $ 29,180.4 $ 97.4 $ 29,277.8 Acquisitions (1) 145.4 — 145.4 Foreign currency translation 1.6 — 1.6 Balance at September 30, 2017 $ 29,327.4 $ 97.4 $ 29,424.8 (1) Represents the acquisition of myMatrixx Holdings Inc. in May 2017. The acquisition is not material to our consolidated financial statements.

Earnings per share (Tables)

Earnings per share (Tables)	9 Months Ended
	Sep. 30, 2017
Earnings Per Share [Abstract]
Reconciliation between weighted-average shares used in basic and diluted earnings per share calculation	Following is the reconciliation between the number of weighted-average shares used in the basic and diluted EPS calculations: Three Months Ended Nine Months Ended (in millions) 2017 2016 2017 2016 Weighted-average number of common shares outstanding during the period—basic 571.8 622.6 585.1 632.9 Dilutive common stock equivalents: (1) Outstanding stock options, restricted stock units and executive deferred compensation units 2.9 4.5 3.3 4.5 Weighted-average number of common shares outstanding during the period—diluted 574.7 627.1 588.4 637.4 (1) Excludes equity award shares of 9.2 million and 8.6 million for the three months ended September 30, 2017 and 2016 , respectively, and 9.2 million and 7.8 million for the nine months ended September 30, 2017 and 2016 , respectively. These shares were excluded because the effect is anti-dilutive.

Financing (Tables)

Financing (Tables)	9 Months Ended
	Sep. 30, 2017
Debt Disclosure [Abstract]
Summary of Company's Debt, net of Unamortized Discounts and Premiums	Our debt, issued by us, ESI and Medco Health Solutions, Inc. (“Medco”), net of unamortized discounts, premiums and financing costs, consists of: September 30, December 31, Long-term Debt Issuer Basis Points (1) Carrying Amount (in millions) Senior notes (2) $500.0 million, 1.250% senior notes due June 2017 (3) Express Scripts 10 $ — $ 499.6 $1,200.0 million, 7.125% senior notes due March 2018 (3) Medco 50 845.9 868.8 $1,000.0 million, 2.250% senior notes due June 2019 (3) Express Scripts 15 996.6 995.1 $500.0 million, 7.250% senior notes due June 2019 (3) ESI 50 336.6 336.2 $500.0 million, 4.125% senior notes due September 2020 (3) Medco 25 503.2 504.0 $500.0 million, 3.300% senior notes due February 2021 (3) Express Scripts 35 496.6 495.9 $1,250.0 million, 4.750% senior notes due November 2021 (3) Express Scripts 45 1,241.0 1,239.5 $1,000.0 million, 3.900% senior notes due February 2022 (3) Express Scripts 40 986.3 984.1 $1,000.0 million, 3.000% senior notes due July 2023 (3) Express Scripts 25 993.3 992.5 $1,000.0 million, 3.500% senior notes due June 2024 (3) Express Scripts 20 989.4 988.3 $1,500.0 million, 4.500% senior notes due February 2026 (3) Express Scripts 45 1,482.6 1,481.2 $1,500.0 million, 3.400% senior notes due March 2027 (4) Express Scripts 30 1,489.6 1,488.7 $700.0 million, 6.125% senior notes due November 2041 (3) Express Scripts 50 444.2 444.0 $1,500.0 million, 4.800% senior notes due July 2046 (3) Express Scripts 40 1,483.4 1,483.0 Total senior notes 12,288.7 12,800.9 Term loan $3,000.0 million, term loan due April 2020 (5) Express Scripts N/A 2,619.1 2,767.4 Total debt 14,907.8 15,568.3 Current maturities of debt $500.0 million, 1.250% senior notes due June 2017 (2)(3) Express Scripts 10 — 499.6 $1,200.0 million, 7.125% senior notes due March 2018 (2)(3) Medco 50 845.9 — $3,000.0 million, term loan due April 2020 (5) Express Scripts N/A 335.2 222.7 Total current maturities of long-term debt 1,181.1 722.3 Total long-term debt $ 13,726.7 $ 14,846.0 (1) All senior notes are redeemable prior to maturity at a price equal to the greater of (1) 100% of the aggregate principal amount of any notes being redeemed; or (2) the sum of the present values of the remaining scheduled payments of principal and interest on the notes being redeemed discounted to the redemption date on a semiannual basis (assuming a 360 -day year consisting of twelve 30 -day months) at the treasury rate plus the basis points as indicated, plus in each case, unpaid interest on the notes being redeemed accrued to the redemption date. (2) All senior notes are jointly and severally and fully and unconditionally (subject to certain customary release provisions, including sale, exchange, transfer or liquidation of the guarantor subsidiary) guaranteed on a senior unsecured basis by Express Scripts (if issued by either Medco or ESI) and by most of our current and future 100% owned domestic subsidiaries. (3) Senior notes require interest to be paid semi-annually, commencing six months subsequent to issuance. (4) Senior notes require interest to be paid semi-annually in March and September. (5) The 2015 five-year term loan (as defined below) had average interest rates of 2.48% and 1.80% as of September 30, 2017 and December 31, 2016 , respectively.

Stock-based compensation plans

Stock-based compensation plans (Tables)	9 Months Ended
	Sep. 30, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Weighted-Average Assumptions to Value Options Granted	The fair value of stock options granted was estimated on the date of grant using a Black-Scholes multiple option-pricing model with the following weighted-average assumptions: Three Months Ended Nine Months Ended 2017 2016 2017 2016 Expected life of option N/A 3-5 years 3-5 years 3-5 years Risk-free interest rate N/A 0.9%-1.2% 1.5%-2.1% 0.9%-1.4% Expected volatility of stock N/A 20%-25% 21%-23% 20%-25% Expected dividend yield N/A None None None

Segment information (Tables)

Segment information (Tables)	9 Months Ended
	Sep. 30, 2017
Segment Reporting [Abstract]
Reportable Segments Information	Following is information about our reportable segments, including a reconciliation of operating income to income before income taxes for the three and nine months ended September 30, 2017 and 2016 . (in millions) PBM (1) Other Business Operations Total For the three months ended September 30, 2017 Product revenues: Network revenues (2) $ 12,182.9 $ — $ 12,182.9 Home delivery and specialty revenues (3) 10,948.3 — 10,948.3 Other revenues (4) — 1,130.2 1,130.2 Service revenues 341.9 80.1 422.0 Total revenues 23,473.1 1,210.3 24,683.4 Depreciation and amortization expense 443.5 5.9 449.4 Operating income 1,456.3 22.1 1,478.4 Interest income and other 13.6 Interest expense and other (147.7 ) Income before income taxes 1,344.3 Capital expenditures 67.8 4.2 72.0 For the three months ended September 30, 2016 Product revenues: Network revenues (2) $ 13,000.6 $ — $ 13,000.6 Home delivery and specialty revenues (3) 11,031.8 — 11,031.8 Other revenues (4) — 922.2 922.2 Service revenues 377.0 78.5 455.5 Total revenues 24,409.4 1,000.7 25,410.1 Depreciation and amortization expense 529.9 7.8 537.7 Operating income 1,404.9 11.1 1,416.0 Interest income and other 8.3 Interest expense and other (273.4 ) Income before income taxes 1,150.9 Capital expenditures 74.3 4.8 79.1 (in millions) PBM (1) Other Business Operations Total For the nine months ended September 30, 2017 Product revenues: Network revenues (2) $ 36,982.2 $ — $ 36,982.2 Home delivery and specialty revenues (3) 33,142.5 — 33,142.5 Other revenues (4) — 3,270.5 3,270.5 Service revenues 1,041.4 249.2 1,290.6 Total revenues 71,166.1 3,519.7 74,685.8 Depreciation and amortization expense 1,326.3 17.9 1,344.2 Operating income 3,855.8 55.8 3,911.6 Interest income and other 28.7 Interest expense and other (439.9 ) Income before income taxes 3,500.4 Capital expenditures 164.9 12.4 177.3 For the nine months ended September 30, 2016 Product revenues: Network revenues (2) $ 39,085.3 $ — $ 39,085.3 Home delivery and specialty revenues (3) 32,464.8 — 32,464.8 Other revenues (4) — 2,578.3 2,578.3 Service revenues 1,047.2 248.6 1,295.8 Total revenues 72,597.3 2,826.9 75,424.2 Depreciation and amortization expense 1,587.3 23.9 1,611.2 Operating income 3,573.1 40.0 3,613.1 Interest income and other 27.4 Interest expense and other (548.8 ) Income before income taxes 3,091.7 Capital expenditures 224.6 13.0 237.6 (1) PBM total revenues and operating income for the nine months ended September 30, 2017 and 2016 includes $52.6 million and $106.6 million , respectively, related to a large client. These amounts were realized in the second quarters of each of 2017 and 2016 due to the structure of the contract. (2) Includes retail pharmacy co-payments of $1,925.8 million and $2,008.5 million for the three months ended September 30, 2017 and 2016 , respectively, and $6,409.7 million and $6,685.9 million for the nine months ended September 30, 2017 and 2016 , respectively. (3) Includes home delivery and specialty, including drugs we distribute to other PBMs’ clients under limited distribution contracts with pharmaceutical manufacturers and Freedom Fertility claims. (4) Includes other revenues related to drugs distributed through patient assistance programs. Following is the summary of total assets by reportable segment: (in millions) September 30, December 31, PBM $ 49,662.3 $ 50,432.7 Other Business Operations 1,543.9 1,312.2 Total assets $ 51,206.2 $ 51,744.9

Condensed consolidating finan29

Condensed consolidating financial information (Tables)	9 Months Ended
	Sep. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Condensed Consolidating Balance Sheet	Condensed Consolidating Balance Sheet (in millions) Express Scripts Holding Company Express Scripts, Medco Health Solutions, Guarantors Non-Guarantors Eliminations Consolidated As of September 30, 2017 Cash and cash equivalents $ 1,276.8 $ 1,554.2 $ — $ 51.6 $ 513.3 $ — $ 3,395.9 Receivables, net — 3,862.1 330.5 1,923.4 755.5 — 6,871.5 Other current assets — 286.5 — 2,101.6 23.5 — 2,411.6 Total current assets 1,276.8 5,702.8 330.5 4,076.6 1,292.3 — 12,679.0 Property and equipment, net — 790.1 3.3 445.0 28.2 — 1,266.6 Investments in subsidiaries 46,836.1 13,567.9 8,949.3 — — (69,353.3 ) — Intercompany — — 2,677.3 17,918.4 — (20,595.7 ) — Goodwill — 3,122.4 22,609.9 3,670.4 22.1 — 29,424.8 Other intangible assets, net — 507.7 6,168.9 1,012.5 8.7 — 7,697.8 Other assets 4.0 161.7 29.1 28.9 4.3 (90.0 ) 138.0 Total assets $ 48,116.9 $ 23,852.6 $ 40,768.3 $ 27,151.8 $ 1,355.6 $ (90,039.0 ) $ 51,206.2 Claims and rebates payable $ — $ 6,940.5 $ 2,543.0 $ — $ — $ — $ 9,483.5 Accounts payable — 1,048.3 41.1 3,247.7 40.8 — 4,377.9 Accrued expenses 87.2 1,054.1 282.3 296.5 594.2 — 2,314.3 Current maturities of long-term debt 335.2 — 845.9 — — — 1,181.1 Total current liabilities 422.4 9,042.9 3,712.3 3,544.2 635.0 — 17,356.8 Long-term debt 12,886.9 336.6 503.2 — — — 13,726.7 Intercompany 18,891.1 1,213.5 — — 491.1 (20,595.7 ) — Deferred taxes — — 2,199.4 1,281.0 11.5 (90.0 ) 3,401.9 Other liabilities — 478.5 298.4 19.2 2.4 — 798.5 Non-controlling interest — — — — 5.8 — 5.8 Express Scripts stockholders’ equity 15,916.5 12,781.1 34,055.0 22,307.4 209.8 (69,353.3 ) 15,916.5 Total liabilities and stockholders’ equity $ 48,116.9 $ 23,852.6 $ 40,768.3 $ 27,151.8 $ 1,355.6 $ (90,039.0 ) $ 51,206.2 Condensed Consolidating Balance Sheet (in millions) Express Scripts Holding Company Express Scripts, Medco Health Solutions, Guarantors Non-Guarantors Eliminations Consolidated As of December 31, 2016 Cash and cash equivalents $ 583.5 $ 1,234.2 $ 4.4 $ 46.8 $ 1,208.3 $ — $ 3,077.2 Receivables, net — 3,595.8 878.7 1,960.1 627.5 — 7,062.1 Other current assets — 194.3 — 1,998.4 31.4 — 2,224.1 Total current assets 583.5 5,024.3 883.1 4,005.3 1,867.2 — 12,363.4 Property and equipment, net — 780.1 3.4 468.2 21.9 — 1,273.6 Investments in subsidiaries 44,372.3 11,248.2 9,068.3 — — (64,688.8 ) — Intercompany — — 1,606.5 15,090.4 — (16,696.9 ) — Goodwill — 3,122.4 22,609.9 3,525.0 20.5 — 29,277.8 Other intangible assets, net — 682.2 6,924.5 1,020.2 10.0 — 8,636.9 Other assets 7.1 219.5 25.0 40.0 12.7 (111.1 ) 193.2 Total assets $ 44,962.9 $ 21,076.7 $ 41,120.7 $ 24,149.1 $ 1,932.3 $ (81,496.8 ) $ 51,744.9 Claims and rebates payable $ — $ 6,182.3 $ 2,654.6 $ — $ — $ — $ 8,836.9 Accounts payable — 1,118.2 42.5 2,655.5 59.5 — 3,875.7 Accrued expenses 125.0 1,147.2 368.4 191.0 1,161.6 — 2,993.2 Current maturities of long-term debt 722.3 — — — — — 722.3 Total current liabilities 847.3 8,447.7 3,065.5 2,846.5 1,221.1 — 16,428.1 Long-term debt 13,137.0 336.2 1,372.8 — — — 14,846.0 Intercompany 14,742.6 1,527.6 — — 426.7 (16,696.9 ) — Deferred taxes — — 2,468.9 1,245.5 — (111.1 ) 3,603.3 Other liabilities — 378.4 228.0 10.0 7.3 — 623.7 Non-controlling interest — — — — 7.8 — 7.8 Express Scripts stockholders’ equity 16,236.0 10,386.8 33,985.5 20,047.1 269.4 (64,688.8 ) 16,236.0 Total liabilities and stockholders’ equity $ 44,962.9 $ 21,076.7 $ 41,120.7 $ 24,149.1 $ 1,932.3 $ (81,496.8 ) $ 51,744.9
Condensed Consolidating Statement of Operations	Condensed Consolidating Statement of Operations and Comprehensive Income (in millions) Express Scripts Holding Company Express Scripts, Inc. Medco Health Solutions, Inc. Guarantors Non-Guarantors Eliminations Consolidated For the three months ended September 30, 2017 Revenues $ — $ 17,032.6 $ 4,787.9 $ 15,109.6 $ 524.3 $ (12,771.0 ) $ 24,683.4 Operating expenses — 16,988.4 4,708.8 13,815.0 463.8 (12,771.0 ) 23,205.0 Operating income — 44.2 79.1 1,294.6 60.5 — 1,478.4 Other (expense) income: Interest (expense) income and other, net (127.6 ) 1.7 (7.1 ) (2.0 ) 0.9 — (134.1 ) Intercompany interest income (expense) 48.0 (24.0 ) — (24.0 ) — — — Other (expense) income, net (79.6 ) (22.3 ) (7.1 ) (26.0 ) 0.9 — (134.1 ) Income (loss) before income taxes (79.6 ) 21.9 72.0 1,268.6 61.4 — 1,344.3 Provision (benefit) for income taxes (28.2 ) 7.1 28.8 482.5 9.1 — 499.3 Income (loss) before equity in earnings of subsidiaries (51.4 ) 14.8 43.2 786.1 52.3 — 845.0 Equity in earnings of subsidiaries 893.1 768.7 66.4 — — (1,728.2 ) — Net income 841.7 783.5 109.6 786.1 52.3 (1,728.2 ) 845.0 Less: Net income attributable to non-controlling interest — — — — 3.3 — 3.3 Net income attributable to Express Scripts 841.7 783.5 109.6 786.1 49.0 (1,728.2 ) 841.7 Other comprehensive income 3.7 3.7 — — 3.7 (7.4 ) 3.7 Comprehensive income attributable to Express Scripts $ 845.4 $ 787.2 $ 109.6 $ 786.1 $ 52.7 $ (1,735.6 ) $ 845.4 For the three months ended September 30, 2016 Revenues $ — $ 9,910.4 $ 6,044.4 $ 9,973.0 $ 472.0 $ (989.7 ) $ 25,410.1 Operating expenses — 9,148.0 5,699.5 9,770.7 365.6 (989.7 ) 23,994.1 Operating income — 762.4 344.9 202.3 106.4 — 1,416.0 Other (expense) income: Interest expense and other, net (211.8 ) (29.9 ) (21.3 ) — (2.1 ) — (265.1 ) Intercompany interest income (expense) 132.8 (66.4 ) — (66.4 ) — — — Other expense, net (79.0 ) (96.3 ) (21.3 ) (66.4 ) (2.1 ) — (265.1 ) Income (loss) before income taxes (79.0 ) 666.1 323.6 135.9 104.3 — 1,150.9 Provision (benefit) for income taxes (27.9 ) 279.2 91.3 58.4 21.4 — 422.4 Income (loss) before equity in earnings of subsidiaries (51.1 ) 386.9 232.3 77.5 82.9 — 728.5 Equity in earnings (loss) of subsidiaries 774.0 178.1 (23.3 ) — — (928.8 ) — Net income 722.9 565.0 209.0 77.5 82.9 (928.8 ) 728.5 Less: Net income attributable to non-controlling interest — — — — 5.6 — 5.6 Net income attributable to Express Scripts 722.9 565.0 209.0 77.5 77.3 (928.8 ) 722.9 Other comprehensive loss (1.7 ) (1.7 ) — — (1.7 ) 3.4 (1.7 ) Comprehensive income attributable to Express Scripts $ 721.2 $ 563.3 $ 209.0 $ 77.5 $ 75.6 $ (925.4 ) $ 721.2 Condensed Consolidating Statement of Operations and Comprehensive Income (in millions) Express Scripts Holding Company Express Scripts, Inc. Medco Health Solutions, Inc. Guarantors Non-Guarantors Eliminations Consolidated For the nine months ended September 30, 2017 Revenues $ — $ 51,684.3 $ 14,305.8 $ 44,867.2 $ 1,751.5 $ (37,923.0 ) $ 74,685.8 Operating expenses — 51,468.0 14,039.1 41,561.7 1,628.4 (37,923.0 ) 70,774.2 Operating income — 216.3 266.7 3,305.5 123.1 — 3,911.6 Other (expense) income: Interest (expense) income and other, net (381.3 ) 1.9 (28.2 ) (0.8 ) (2.8 ) — (411.2 ) Intercompany interest income (expense) 147.0 (73.5 ) — (73.5 ) — — — Other expense, net (234.3 ) (71.6 ) (28.2 ) (74.3 ) (2.8 ) — (411.2 ) Income (loss) before income taxes (234.3 ) 144.7 238.5 3,231.2 120.3 — 3,500.4 Provision (benefit) for income taxes (84.8 ) 51.5 110.0 1,220.1 2.8 — 1,299.6 Income (loss) before equity in earnings of subsidiaries (149.5 ) 93.2 128.5 2,011.1 117.5 — 2,200.8 Equity in earnings of subsidiaries 2,339.3 2,010.2 107.4 — — (4,456.9 ) — Net income 2,189.8 2,103.4 235.9 2,011.1 117.5 (4,456.9 ) 2,200.8 Less: Net income attributable to non-controlling interest — — — — 11.0 — 11.0 Net income attributable to Express Scripts 2,189.8 2,103.4 235.9 2,011.1 106.5 (4,456.9 ) 2,189.8 Other comprehensive income 8.4 8.4 — — 8.4 (16.8 ) 8.4 Comprehensive income attributable to Express Scripts $ 2,198.2 $ 2,111.8 $ 235.9 $ 2,011.1 $ 114.9 $ (4,473.7 ) $ 2,198.2 For the nine months ended September 30, 2016 Revenues $ — $ 29,302.2 $ 18,519.0 $ 28,866.0 $ 1,641.1 $ (2,904.1 ) $ 75,424.2 Operating expenses — 27,439.3 17,620.3 28,263.2 1,392.4 (2,904.1 ) 71,811.1 Operating income — 1,862.9 898.7 602.8 248.7 — 3,613.1 Other (expense) income: Interest (expense) income and other, net (420.1 ) (59.1 ) (42.8 ) 4.3 (3.7 ) — (521.4 ) Intercompany interest income (expense) 262.4 (131.2 ) — (131.2 ) — — — Other expense, net (157.7 ) (190.3 ) (42.8 ) (126.9 ) (3.7 ) — (521.4 ) Income (loss) before income taxes (157.7 ) 1,672.6 855.9 475.9 245.0 — 3,091.7 Provision (benefit) for income taxes (57.4 ) 620.8 301.9 209.5 29.1 — 1,103.9 Income (loss) before equity in earnings of subsidiaries (100.3 ) 1,051.8 554.0 266.4 215.9 — 1,987.8 Equity in earnings (loss) of subsidiaries 2,070.0 509.5 (45.3 ) — — (2,534.2 ) — Net income 1,969.7 1,561.3 508.7 266.4 215.9 (2,534.2 ) 1,987.8 Less: Net income attributable to non-controlling interest — — — — 18.1 — 18.1 Net income attributable to Express Scripts 1,969.7 1,561.3 508.7 266.4 197.8 (2,534.2 ) 1,969.7 Other comprehensive income 4.4 4.4 — — 4.4 (8.8 ) 4.4 Comprehensive income attributable to Express Scripts $ 1,974.1 $ 1,565.7 $ 508.7 $ 266.4 $ 202.2 $ (2,543.0 ) $ 1,974.1
Condensed Consolidating Statement of Cash Flows	Condensed Consolidating Statements of Cash Flows (in millions) Express Scripts Holding Company Express Scripts, Inc. Medco Health Solutions, Inc. Guarantors Non-Guarantors Eliminations Consolidated For the nine months ended September 30, 2017 Net cash flows provided by (used in) operating activities $ (174.8 ) $ 868.3 $ 1,066.5 $ 2,955.0 $ (546.2 ) $ (187.3 ) $ 3,981.5 Cash flows from investing activities: Purchases of property and equipment — (128.0 ) — (39.8 ) (9.5 ) — (177.3 ) Acquisition of business, net of cash acquired — (122.7 ) — — — — (122.7 ) Other, net — (15.3 ) — 1.2 2.8 — (11.3 ) Net cash used in investing activities — (266.0 ) — (38.6 ) (6.7 ) — (311.3 ) Cash flows from financing activities: Treasury stock acquired (2,735.7 ) — — — — — (2,735.7 ) Repayment of long-term debt (650.0 ) — — — — — (650.0 ) Net proceeds from employee stock plans 51.3 — — — — — 51.3 Other, net — (19.0 ) — (9.3 ) (181.5 ) 187.3 (22.5 ) Net intercompany transactions 4,202.5 (263.3 ) (1,070.9 ) (2,902.3 ) 34.0 — — Net cash (used in) provided by financing activities 868.1 (282.3 ) (1,070.9 ) (2,911.6 ) (147.5 ) 187.3 (3,356.9 ) Effect of foreign currency translation adjustment — — — — 5.4 — 5.4 Net increase (decrease) in cash and cash equivalents 693.3 320.0 (4.4 ) 4.8 (695.0 ) — 318.7 Cash and cash equivalents at beginning of period 583.5 1,234.2 4.4 46.8 1,208.3 — 3,077.2 Cash and cash equivalents at end of period $ 1,276.8 $ 1,554.2 $ — $ 51.6 $ 513.3 $ — $ 3,395.9 Condensed Consolidating Statements of Cash Flows (in millions) Express Scripts Holding Company Express Scripts, Inc. Medco Health Solutions, Inc. Guarantors Non-Guarantors Eliminations Consolidated For the nine months ended September 30, 2016 Net cash flows provided by (used in) operating activities $ (1.4 ) $ 2,136.0 $ 21.8 $ 908.6 $ (394.5 ) $ — $ 2,670.5 Cash flows from investing activities: Purchases of property and equipment — (177.4 ) — (53.8 ) (6.4 ) — (237.6 ) Other, net — 2.3 — (1.0 ) (8.9 ) — (7.6 ) Net cash used in investing activities — (175.1 ) — (54.8 ) (15.3 ) — (245.2 ) Cash flows from financing activities: Treasury stock acquired (3,892.7 ) — — — — — (3,892.7 ) Repayment of long-term debt (3,363.8 ) (1,662.5 ) (368.7 ) — — — (5,395.0 ) Net proceeds from employee stock plans 56.0 — — — — — 56.0 Proceeds from long-term debt, net of discounts 5,986.8 — — — — — 5,986.8 Excess tax benefit relating to employee stock-based compensation — 7.4 3.7 — — — 11.1 Other, net (49.0 ) (15.0 ) 28.6 (9.7 ) (30.6 ) — (75.7 ) Net intercompany transactions 1,264.1 (475.4 ) 311.7 (828.3 ) (272.1 ) — — Net cash (used in) provided by financing activities 1.4 (2,145.5 ) (24.7 ) (838.0 ) (302.7 ) — (3,309.5 ) Effect of foreign currency translation adjustment — — — — 2.6 — 2.6 Net (decrease) increase in cash and cash equivalents — (184.6 ) (2.9 ) 15.8 (709.9 ) — (881.6 ) Cash and cash equivalents at beginning of period — 1,957.3 2.9 28.8 1,197.3 — 3,186.3 Cash and cash equivalents at end of period $ — $ 1,772.7 $ — $ 44.6 $ 487.4 $ — $ 2,304.7

Fair value measurements - Addit

Fair value measurements - Additional Information (Detail) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Senior notes | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt, fair value	$ 12,872.5	$ 13,041.4
Recurring basis | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Average maturity period of investment in AAA-rated money market mutual funds, days	90 days
Trading securities, included in other assets	$ 28.8	$ 29.9

Receivables, net (Details)

Receivables, net (Details) - USD ($) $ in Millions	Sep. 30, 2017	Dec. 31, 2016
Receivables [Abstract]
Trade receivables, net	$ 3,818.3	$ 4,140.3
Pharmaceutical manufacturers receivables, net	2,535.6	2,242.6
Other receivables	517.6	679.2
Total receivables, net	$ 6,871.5	$ 7,062.1

Goodwill and other intangible32

Goodwill and other intangible assets - Summary of Goodwill and Other Intangible Assets (Detail) - USD ($) $ in Millions	Sep. 30, 2017		Dec. 31, 2016
Goodwill [Line Items]
Gross Carrying Amount	$ 29,531.8		$ 29,384.6
Accumulated Amortization	(107)		(106.8)
Net Carrying Amount	29,424.8		29,277.8
Finite-Lived Intangible Assets, Gross	17,895.6		17,880.9
Accumulated Amortization	(10,197.8)		(9,244)
Net Carrying Amount	7,697.8		8,636.9
PBM
Goodwill [Line Items]
Gross Carrying Amount	29,434.4		29,287.2
Accumulated Amortization	(107)		(106.8)
Net Carrying Amount	29,327.4		29,180.4
Finite-Lived Intangible Assets, Gross	17,820.3		17,805.8
Accumulated Amortization	(10,146.5)		(9,197.5)
Net Carrying Amount	7,673.8		8,608.3
PBM | Customer contracts
Goodwill [Line Items]
Finite-Lived Intangible Assets, Gross	17,579	[1],[2]	17,570.5
Accumulated Amortization	(10,022.8)	[1],[2]	(9,083.4)
Net Carrying Amount	7,556.2	[1],[2]	8,487.1
PBM | Trade names
Goodwill [Line Items]
Finite-Lived Intangible Assets, Gross	232.5	[2]	226.6
Accumulated Amortization	(123)	[2]	(105.9)
Net Carrying Amount	109.5	[2]	120.7
PBM | Miscellaneous
Goodwill [Line Items]
Finite-Lived Intangible Assets, Gross	8.8	[1],[2]	8.7
Accumulated Amortization	(0.7)	[1],[2]	(8.2)
Net Carrying Amount	8.1	[1],[2]	0.5
Other Business Operations
Goodwill [Line Items]
Gross Carrying Amount	97.4		97.4
Accumulated Amortization	0		0
Net Carrying Amount	97.4		97.4
Finite-Lived Intangible Assets, Gross	75.3		75.1
Accumulated Amortization	(51.3)		(46.5)
Net Carrying Amount	24		28.6
Other Business Operations | Trade names
Goodwill [Line Items]
Finite-Lived Intangible Assets, Gross	35.7		35.7
Accumulated Amortization	(19.8)		(17.1)
Net Carrying Amount	15.9		18.6
Other Business Operations | Customer relationships
Goodwill [Line Items]
Finite-Lived Intangible Assets, Gross	39.6		39.4
Accumulated Amortization	(31.5)		(29.4)
Net Carrying Amount	$ 8.1		$ 10
[1]	Changes in the gross carrying amount of PBM customer contracts and miscellaneous intangible assets and related accumulated amortization also reflect the write-off of fully depreciated assets.
[2]	Changes in the gross carrying amount of PBM customer contracts, trade names, and miscellaneous intangible assets represent the acquisition of myMatrixx Holdings, Inc. in May 2017. The acquisition is not material to our consolidated financial statements.

Goodwill and other intangible33

Goodwill and other intangible assets - Summary of Change in Net Carrying Value of Goodwill by Business Segment (Detail) $ in Millions	9 Months Ended
	Sep. 30, 2017USD ($)
Goodwill [Roll Forward]
Balance at December 31, 2016	$ 29,277.8
Acquisitions	145.4	[1]
Foreign currency translation	1.6
Balance at September 30, 2017	29,424.8
PBM
Goodwill [Roll Forward]
Balance at December 31, 2016	29,180.4
Acquisitions	145.4	[1]
Foreign currency translation	1.6
Balance at September 30, 2017	29,327.4
Other Business Operations
Goodwill [Roll Forward]
Balance at December 31, 2016	97.4
Acquisitions	0
Foreign currency translation	0
Balance at September 30, 2017	$ 97.4
[1]	Represents the acquisition of myMatrixx Holdings Inc. in May 2017. The acquisition is not material to our consolidated financial statements.

Goodwill and other intangible34

Goodwill and other intangible assets - Additional Information (Detail) $ in Millions	1 Months Ended	2 Months Ended	3 Months Ended			9 Months Ended
	Mar. 31, 2016USD ($)	Feb. 29, 2016	Sep. 30, 2017USD ($)	Sep. 30, 2016USD ($)	Jun. 30, 2016USD ($)	Sep. 30, 2017USD ($)segment	Sep. 30, 2016USD ($)
Goodwill [Line Items]
Number of reportable segments | segment						2
Amortization of intangible assets			$ 366.1	$ 463.7		$ 1,092.6	$ 1,370.7
Weighted average amortization period of intangible assets subject to amortization						15 years
Customer-related intangible assets | Minimum
Goodwill [Line Items]
Weighted average amortization period of intangible assets subject to amortization						8 years
Customer-related intangible assets | Maximum
Goodwill [Line Items]
Weighted average amortization period of intangible assets subject to amortization						20 years
Trade names | Minimum
Goodwill [Line Items]
Weighted average amortization period of intangible assets subject to amortization						6 years
Trade names | Maximum
Goodwill [Line Items]
Weighted average amortization period of intangible assets subject to amortization						10 years
Miscellaneous intangible assets
Goodwill [Line Items]
Weighted average amortization period of intangible assets subject to amortization						5 years
Anthem | Customer contracts
Goodwill [Line Items]
Amortization of intangible assets			$ 55.4	$ 55.4		$ 166.2	$ 145.1
Period of contract						10 years
Weighted average amortization period of intangible assets subject to amortization	10 years	15 years
Anthem | Intangible assets, amortization period change | Customer contracts
Goodwill [Line Items]
Amortization of intangible assets	$ 10.5				$ 32
Weighted average amortization period of intangible assets subject to amortization	5 years

Earnings per share - Schedule o

Earnings per share - Schedule of Weighted Average Number of Shares (Detail) - shares shares in Millions		3 Months Ended		9 Months Ended
		Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Earnings Per Share [Abstract]
Weighted-average number of common shares outstanding during the period - basic (shares)		571.8	622.6	585.1	632.9
Dilutive common stock equivalents:
Outstanding stock options, restricted stock units, and executive deferred compensation units (shares)	[1]	2.9	4.5	3.3	4.5
Weighted-average number of common shares outstanding during the period - diluted (shares)		574.7	627.1	588.4	637.4
[1]	Excludes equity award shares of 9.2 million and 8.6 million for the three months ended September 30, 2017 and 2016, respectively, and 9.2 million and 7.8 million for the nine months ended September 30, 2017 and 2016, respectively. These shares were excluded because the effect is anti-dilutive.

Earnings per share - Schedule36

Earnings per share - Schedule of Weighted Average Number of Shares (Footnotes) (Detail) - shares shares in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Earnings Per Share [Abstract]
Antidilutive shares excluded from basic and diluted EPS calculations	9.2	8.6	9.2	7.8

Financing - Summary of Company'

Financing - Summary of Company's Debt, Net of Unamortized Discounts and Premiums (Detail) - USD ($)		9 Months Ended
		Sep. 30, 2017		Dec. 31, 2016	Apr. 30, 2015
Debt Instrument [Line Items]
Total debt		$ 14,907,800,000		$ 15,568,300,000
Current maturities of long-term debt		1,181,100,000		722,300,000
Total long-term debt		13,726,700,000		14,846,000,000
Senior notes
Debt Instrument [Line Items]
Total debt		12,288,700,000		12,800,900,000
Senior notes | $500.0 million, 1.250% senior notes due June 2017
Debt Instrument [Line Items]
Total debt	[1]	0		499,600,000
Current maturities of long-term debt	[1],[2]	$ 0		499,600,000
Interest rate on debt instrument	[1],[2]	1.25%
Aggregate principal	[1],[2]	$ 500,000,000
Margin over interest rate	[1],[3]	0.10%
Senior notes | $1,200.0 million, 7.125% senior notes due March 2018
Debt Instrument [Line Items]
Total debt	[1]	$ 845,900,000		868,800,000
Current maturities of long-term debt	[1],[2]	$ 845,900,000		0
Interest rate on debt instrument	[1],[2]	7.125%
Aggregate principal	[1],[2]	$ 1,200,000,000
Margin over interest rate	[1],[3]	0.50%
Senior notes | $1,000.0 million, 2.250% senior notes due June 2019
Debt Instrument [Line Items]
Total debt	[1]	$ 996,600,000		995,100,000
Interest rate on debt instrument	[1],[2]	2.25%
Aggregate principal	[1],[2]	$ 1,000,000,000
Margin over interest rate	[1],[3]	0.15%
Senior notes | $500.0 million, 7.250% senior notes due June 2019
Debt Instrument [Line Items]
Total debt	[1]	$ 336,600,000		336,200,000
Interest rate on debt instrument	[1],[2]	7.25%
Aggregate principal	[1],[2]	$ 500,000,000
Margin over interest rate	[1],[3]	0.50%
Senior notes | $500.0 million, 4.125% senior notes due September 2020
Debt Instrument [Line Items]
Total debt	[1]	$ 503,200,000		504,000,000
Interest rate on debt instrument	[1],[2]	4.125%
Aggregate principal	[1],[2]	$ 500,000,000
Margin over interest rate	[1],[3]	0.25%
Senior notes | $500.0 million, 3.300% senior notes due February 2021
Debt Instrument [Line Items]
Total debt	[1]	$ 496,600,000		495,900,000
Interest rate on debt instrument	[1],[2]	3.30%
Aggregate principal	[1],[2]	$ 500,000,000
Margin over interest rate	[1],[3]	0.35%
Senior notes | $1,250.0 million, 4.750% senior notes due November 2021
Debt Instrument [Line Items]
Total debt	[1]	$ 1,241,000,000		1,239,500,000
Interest rate on debt instrument	[1],[2]	4.75%
Aggregate principal	[1],[2]	$ 1,250,000,000
Margin over interest rate	[1],[3]	0.45%
Senior notes | $1,000.0 million, 3.900% senior notes due February 2022
Debt Instrument [Line Items]
Total debt	[1]	$ 986,300,000		984,100,000
Interest rate on debt instrument	[1],[2]	3.90%
Aggregate principal	[1],[2]	$ 1,000,000,000
Margin over interest rate	[1],[3]	0.40%
Senior notes | $1,000.0 million, 3.000% senior notes due July 2023
Debt Instrument [Line Items]
Total debt	[1]	$ 993,300,000		992,500,000
Interest rate on debt instrument	[1],[2]	3.00%
Aggregate principal	[1],[2]	$ 1,000,000,000
Margin over interest rate	[1],[3]	0.25%
Senior notes | $1,000.0 million, 3.500% senior notes due June 2024
Debt Instrument [Line Items]
Total debt	[1]	$ 989,400,000		988,300,000
Interest rate on debt instrument	[1],[2]	3.50%
Aggregate principal	[1],[2]	$ 1,000,000,000
Margin over interest rate	[1],[3]	0.20%
Senior notes | $1,500.0 million, 4.500% senior notes due February 2026
Debt Instrument [Line Items]
Total debt	[1]	$ 1,482,600,000		1,481,200,000
Interest rate on debt instrument	[1],[2]	4.50%
Aggregate principal	[1],[2]	$ 1,500,000,000
Margin over interest rate	[1],[3]	0.45%
Senior notes | $1,500.0 million, 3.400% senior notes due March 2027
Debt Instrument [Line Items]
Total debt	[4]	$ 1,489,600,000		1,488,700,000
Interest rate on debt instrument	[2],[4]	3.40%
Aggregate principal	[2],[4]	$ 1,500,000,000
Margin over interest rate	[3],[4]	0.30%
Senior notes | $700.0 million, 6.125% senior notes due November 2041
Debt Instrument [Line Items]
Total debt	[1]	$ 444,200,000		444,000,000
Interest rate on debt instrument	[1],[2]	6.125%
Aggregate principal	[1],[2]	$ 700,000,000
Margin over interest rate	[1],[3]	0.50%
Senior notes | $1,500.0 million, 4.800% senior notes due July 2046
Debt Instrument [Line Items]
Total debt	[1]	$ 1,483,400,000		1,483,000,000
Interest rate on debt instrument	[1],[2]	4.80%
Aggregate principal	[1],[2]	$ 1,500,000,000
Margin over interest rate	[1],[3]	0.40%
Notes payable to banks | $3,000.0 million, term loan due April 2020
Debt Instrument [Line Items]
Total debt	[5]	$ 2,619,100,000		2,767,400,000
Current maturities of long-term debt	[5]	335,200,000		$ 222,700,000
Credit facility, maximum capacity		$ 3,000,000,000	[5]		$ 3,000,000,000
[1]	Senior notes require interest to be paid semi-annually, commencing six months subsequent to issuance.
[2]	All senior notes are jointly and severally and fully and unconditionally (subject to certain customary release provisions, including sale, exchange, transfer or liquidation of the guarantor subsidiary) guaranteed on a senior unsecured basis by Express Scripts (if issued by either Medco or ESI) and by most of our current and future 100% owned domestic subsidiaries.
[3]	All senior notes are redeemable prior to maturity at a price equal to the greater of (1) 100% of the aggregate principal amount of any notes being redeemed; or (2) the sum of the present values of the remaining scheduled payments of principal and interest on the notes being redeemed discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus the basis points as indicated, plus in each case, unpaid interest on the notes being redeemed accrued to the redemption date.
[4]	Senior notes require interest to be paid semi-annually in March and September.
[5]	The 2015 five-year term loan (as defined below) had average interest rates of 2.48% and 1.80% as of September 30, 2017 and December 31, 2016, respectively.

Financing - Summary of Compan38

Financing - Summary of Company's Debt, Net of Unamortized Discounts and Premiums (Footnotes) (Detail)	9 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Debt Instrument [Line Items]
Senior note redemption assumptions, period days in year	360 days
Senior note redemption assumptions, period months in year	12 months
Senior note redemption assumptions, period days in month	30 days
Senior note redemption assumptions, interest payment commencement	6 months
Senior notes
Debt Instrument [Line Items]
Debt instrument, redemption price, percentage	100.00%
Notes payable to banks | 2015 five-year term loan
Debt Instrument [Line Items]
Average interest rate	2.48%	1.80%
Domestic
Debt Instrument [Line Items]
Ownership in domestic subsidiaries	100.00%

Financing - Additional Informat

Financing - Additional Information (Detail)		1 Months Ended	9 Months Ended
		Apr. 30, 2015USD ($)	Sep. 30, 2017USD ($)		Dec. 31, 2016USD ($)
Debt Instrument [Line Items]
Current maturities of long-term debt			$ 1,181,100,000		$ 722,300,000
Number of lines of credit			2
Revolving credit facility | 2015 revolving facility
Debt Instrument [Line Items]
Line of credit, duration		5 years
Credit facility, maximum capacity		$ 2,000,000,000
Line of credit facility, amount outstanding			$ 0
Revolving credit facility | 2015 credit facility
Debt Instrument [Line Items]
Credit facility, maximum capacity			150,000,000
Line of credit facility, amount outstanding			0
Revolving credit facility | 2017 credit facility
Debt Instrument [Line Items]
Credit facility, maximum capacity			130,000,000
Line of credit facility, amount outstanding			0
Revolving credit facility | 2014 credit facility
Debt Instrument [Line Items]
Credit facility, maximum capacity			130,000,000
Notes payable to banks | 2015 five-year term loan
Debt Instrument [Line Items]
Line of credit, duration		5 years
Credit facility, maximum capacity		$ 3,000,000,000	3,000,000,000	[1]
Current maturities of long-term debt	[1]		335,200,000		222,700,000
Notes payable to banks | 2015 credit agreement
Debt Instrument [Line Items]
Current maturities of long-term debt			337,500,000
Senior notes | $1,200.0 million, 7.125% senior notes due March 2018
Debt Instrument [Line Items]
Current maturities of long-term debt	[2],[3]		$ 845,900,000		$ 0
Margin over interest rate	[3],[4]		0.50%
Interest rate on debt instrument	[2],[3]		7.125%
Minimum | Revolving credit facility | 2015 revolving facility
Debt Instrument [Line Items]
Commitment fee on the unused portion of the revolving credit facility			0.10%
Maximum | Revolving credit facility | 2015 revolving facility
Debt Instrument [Line Items]
Commitment fee on the unused portion of the revolving credit facility			0.20%
LIBOR | Minimum | Revolving credit facility | 2015 revolving facility
Debt Instrument [Line Items]
Margin over interest rate			0.90%
LIBOR | Minimum | Notes payable to banks | 2015 five-year term loan
Debt Instrument [Line Items]
Margin over interest rate			1.00%
LIBOR | Maximum | Revolving credit facility | 2015 revolving facility
Debt Instrument [Line Items]
Margin over interest rate			1.30%
LIBOR | Maximum | Notes payable to banks | 2015 five-year term loan
Debt Instrument [Line Items]
Margin over interest rate			1.50%
Adjusted base rate | Minimum | Revolving credit facility | 2015 revolving facility
Debt Instrument [Line Items]
Margin over interest rate			0.00%
Adjusted base rate | Minimum | Notes payable to banks | 2015 five-year term loan
Debt Instrument [Line Items]
Margin over interest rate			0.00%
Adjusted base rate | Maximum | Revolving credit facility | 2015 revolving facility
Debt Instrument [Line Items]
Margin over interest rate			0.30%
Adjusted base rate | Maximum | Notes payable to banks | 2015 five-year term loan
Debt Instrument [Line Items]
Margin over interest rate			0.50%
[1]	The 2015 five-year term loan (as defined below) had average interest rates of 2.48% and 1.80% as of September 30, 2017 and December 31, 2016, respectively.
[2]	All senior notes are jointly and severally and fully and unconditionally (subject to certain customary release provisions, including sale, exchange, transfer or liquidation of the guarantor subsidiary) guaranteed on a senior unsecured basis by Express Scripts (if issued by either Medco or ESI) and by most of our current and future 100% owned domestic subsidiaries.
[3]	Senior notes require interest to be paid semi-annually, commencing six months subsequent to issuance.
[4]	All senior notes are redeemable prior to maturity at a price equal to the greater of (1) 100% of the aggregate principal amount of any notes being redeemed; or (2) the sum of the present values of the remaining scheduled payments of principal and interest on the notes being redeemed discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus the basis points as indicated, plus in each case, unpaid interest on the notes being redeemed accrued to the redemption date.

Income taxes - Additional Infor

Income taxes - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Income Tax Disclosure [Abstract]
Effective tax rate	37.20%	36.90%	37.20%	35.90%
Increased in unrecognized tax benefits primarily due to increases current and prior year tax positions	$ 163.8		$ 199.6
Discrete tax charges (benefits)	$ 5.8	$ (2.2)	$ 15.5	$ (35.7)

Common stock - Additional Infor

Common stock - Additional Information (Detail) - USD ($) shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Treasury stock, shares, acquired	11.5	14.1	43.3	62.6
Treasury stock, value, acquired			$ 2,770.2
Treasury stock, shares, acquired and not settled	0.5		0.5
Treasury stock, value, acquired and not settled	$ 34.5		$ 34.5
Stock Repurchase Program, remaining number of shares authorized to be repurchased	35.9		35.9
Treasury Stock
Treasury stock, value, acquired	$ 712.8	$ 1,132.5	$ 2,770.2	$ 4,717.7

Stock-based compensation plan42

Stock-based compensation plans - Additional Information (Detail) $ / shares in Units, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2017USD ($)shares	Sep. 30, 2016USD ($)	Sep. 30, 2017USD ($)$ / sharesshares	Sep. 30, 2016USD ($)	May 04, 2016shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense | $	$ 25.9	$ 27.2	$ 78	$ 81.9
Unamortized stock-based compensation, stock options | $	$ 20.9		$ 20.9
Number of stock options granted (shares)	0		800,000
Weighted-average grant date fair value granted (usd per share) | $ / shares			$ 13.89
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum term of awards granted			10 years
Award vesting period			3 years
Restricted stock units and performance shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unamortized stock-based compensation, restricted stock units and performance shares | $	$ 85.2		$ 85.2
Number of restricted stock units and performance shares granted (shares)			1,700,000
Weighted-average fair market value of restricted stock units and performance shares granted (shares) | $ / shares			$ 67.41
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period			3 years
Performance shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period			3 years
Maximum multiplier used to calculate value of performance shares			2.5
Performance shares granted to certain officers exceeding certain performance metrics			100,000
2016 LTIP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum number of shares available for grant (shares)	33,000,000		33,000,000
Maximum term of awards granted			10 years
2011 LTIP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for employee benefit plans (shares)					0
Accredo Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for employee benefit plans (shares)					0
2000 LTIP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for employee benefit plans (shares)					0
2002 SIP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for employee benefit plans (shares)					0

Stock-based compensation plan43

Stock-based compensation plans - Weighted Average Assumptions to Value Options Granted (Detail)	3 Months Ended	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield	0.00%	0.00%	0.00%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life of option	3 years	3 years	3 years
Risk-free interest rate	0.90%	1.50%	0.90%
Expected volatility of stock	20.00%	21.00%	20.00%
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life of option	5 years	5 years	5 years
Risk-free interest rate	1.20%	2.10%	1.40%
Expected volatility of stock	25.00%	23.00%	25.00%

Commitments and contingencies (

Commitments and contingencies (Details) - Anthem, Inc. v. Express Scripts, Inc. - Pending litigation	Mar. 21, 2016USD ($)
Pricing concessions over remaining term of contract
Loss Contingencies [Line Items]
Loss contingency, damages sought	$ 13,000,000,000
Pricing concessions for 1 year following contract termination
Loss Contingencies [Line Items]
Loss contingency, damages sought	1,800,000,000
Damages for service issues
Loss Contingencies [Line Items]
Loss contingency, damages sought	$ 150,000,000

Segment information - Reportabl

Segment information - Reportable Segments Information (Detail) - USD ($) $ in Millions		3 Months Ended		9 Months Ended
		Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017		Sep. 30, 2016
Segment Reporting Information [Line Items]
Revenues	[1]	$ 24,683.4	$ 25,410.1	$ 74,685.8		$ 75,424.2
Other revenues	[2]	1,130.2	922.2	3,270.5		2,578.3
Service revenues		422	455.5	1,290.6		1,295.8
Depreciation and amortization expense		449.4	537.7	1,344.2		1,611.2
Operating income		1,478.4	1,416	3,911.6		3,613.1
Interest income and other		13.6	8.3	28.7		27.4
Interest expense and other		(147.7)	(273.4)	(439.9)		(548.8)
Income before income taxes		1,344.3	1,150.9	3,500.4		3,091.7
Capital expenditures		72	79.1	177.3		237.6
PBM
Segment Reporting Information [Line Items]
Revenues		23,473.1	24,409.4	71,166.1	[3]	72,597.3	[3]
Other revenues	[2]	0	0	0		0
Service revenues		341.9	377	1,041.4		1,047.2
Depreciation and amortization expense		443.5	529.9	1,326.3		1,587.3
Operating income		1,456.3	1,404.9	3,855.8	[3]	3,573.1	[3]
Capital expenditures		67.8	74.3	164.9		224.6
Other Business Operations
Segment Reporting Information [Line Items]
Revenues		1,210.3	1,000.7	3,519.7		2,826.9
Other revenues	[2]	1,130.2	922.2	3,270.5		2,578.3
Service revenues		80.1	78.5	249.2		248.6
Depreciation and amortization expense		5.9	7.8	17.9		23.9
Operating income		22.1	11.1	55.8		40
Capital expenditures		4.2	4.8	12.4		13
Network
Segment Reporting Information [Line Items]
Revenues	[4]	12,182.9	13,000.6	36,982.2		39,085.3
Network | PBM
Segment Reporting Information [Line Items]
Revenues	[4]	12,182.9	13,000.6	36,982.2		39,085.3
Network | Other Business Operations
Segment Reporting Information [Line Items]
Revenues	[4]	0	0	0		0
Home delivery and specialty
Segment Reporting Information [Line Items]
Revenues	[5]	10,948.3	11,031.8	33,142.5		32,464.8
Home delivery and specialty | PBM
Segment Reporting Information [Line Items]
Revenues	[5]	10,948.3	11,031.8	33,142.5		32,464.8
Home delivery and specialty | Other Business Operations
Segment Reporting Information [Line Items]
Revenues	[5]	$ 0	$ 0	$ 0		$ 0
[1]	Includes retail pharmacy co-payments of $1,925.8 million and $2,008.5 million for the three months ended September 30, 2017 and 2016, respectively, and $6,409.7 million and $6,685.9 million for the nine months ended September 30, 2017 and 2016, respectively
[2]	Includes other revenues related to drugs distributed through patient assistance programs.
[3]	PBM total revenues and operating income for the nine months ended September 30, 2017 and 2016 includes $52.6 million and $106.6 million, respectively, related to a large client. These amounts were realized in the second quarters of each of 2017 and 2016 due to the structure of the contract.
[4]	Includes retail pharmacy co-payments of $1,925.8 million and $2,008.5 million for the three months ended September 30, 2017 and 2016, respectively, and $6,409.7 million and $6,685.9 million for the nine months ended September 30, 2017 and 2016, respectively.
[5]	Includes home delivery and specialty, including drugs we distribute to other PBMs’ clients under limited distribution contracts with pharmaceutical manufacturers and Freedom Fertility claims.

Segment information - Reporta46

Segment information - Reportable Segments Information (Footnotes) (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Segment Reporting [Abstract]
Contracts revenue			$ 52.6	$ 106.6
Retail pharmacy co-payments included in network revenues	$ 1,925.8	$ 2,008.5	$ 6,409.7	$ 6,685.9

Segment information - Segments

Segment information - Segments Reporting Information, Assets (Detail) - USD ($) $ in Millions	Sep. 30, 2017	Dec. 31, 2016
Segment Reporting Information [Line Items]
Total assets	$ 51,206.2	$ 51,744.9
PBM
Segment Reporting Information [Line Items]
Total assets	49,662.3	50,432.7
Other Business Operations
Segment Reporting Information [Line Items]
Total assets	$ 1,543.9	$ 1,312.2

Segment information - Additiona

Segment information - Additional Information (Detail) $ in Millions		3 Months Ended		9 Months Ended
		Sep. 30, 2017USD ($)	Sep. 30, 2016USD ($)	Sep. 30, 2017USD ($)segment	Sep. 30, 2016USD ($)	Dec. 31, 2016USD ($)
Revenues from External Customers and Long-Lived Assets [Line Items]
Number of reportable segments | segment				2
Revenues	[1]	$ 24,683.4	$ 25,410.1	$ 74,685.8	$ 75,424.2
Other Business Operations
Revenues from External Customers and Long-Lived Assets [Line Items]
Number of operating segments | segment				2
Revenues		1,210.3	1,000.7	$ 3,519.7	2,826.9
Foreign
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues		29.9	$ 22.2	79.6	$ 66.3
Long-lived assets of international operations (consisting primarily of fixed assets)		$ 30.2		$ 30.2		$ 24.1
Anthem | Customer concentration risk | Revenue
Revenues from External Customers and Long-Lived Assets [Line Items]
Concentration risk, percentage of total revenue		19.00%		19.00%
Department Of Defense (DoD) | Customer concentration risk | Revenue
Revenues from External Customers and Long-Lived Assets [Line Items]
Concentration risk, percentage of total revenue		11.00%		12.00%
[1]	Includes retail pharmacy co-payments of $1,925.8 million and $2,008.5 million for the three months ended September 30, 2017 and 2016, respectively, and $6,409.7 million and $6,685.9 million for the nine months ended September 30, 2017 and 2016, respectively

Condensed consolidating finan49

Condensed consolidating financial information - Additional Information (Detail)	9 Months Ended
	Sep. 30, 2017
Domestic
Condensed Financial Statements, Captions [Line Items]
Ownership in domestic subsidiaries	100.00%

Condensed consolidating finan50

Condensed consolidating financial information - Condensed Consolidating Balance Sheet (Detail) - USD ($) $ in Millions	Sep. 30, 2017	Dec. 31, 2016	Sep. 30, 2016	Dec. 31, 2015
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	$ 3,395.9	$ 3,077.2	$ 2,304.7	$ 3,186.3
Receivables, net	6,871.5	7,062.1
Other current assets	2,411.6	2,224.1
Total current assets	12,679	12,363.4
Property and equipment, net	1,266.6	1,273.6
Investments in subsidiaries	0	0
Intercompany	0	0
Goodwill	29,424.8	29,277.8
Other intangible assets, net	7,697.8	8,636.9
Other assets	138	193.2
Total assets	51,206.2	51,744.9
Claims and rebates payable	9,483.5	8,836.9
Accounts payable	4,377.9	3,875.7
Accrued expenses	2,314.3	2,993.2
Current maturities of long-term debt	1,181.1	722.3
Total current liabilities	17,356.8	16,428.1
Long-term debt	13,726.7	14,846
Intercompany	0	0
Deferred taxes	3,401.9	3,603.3
Other liabilities	798.5	623.7
Non-controlling interest	5.8	7.8
Total Express Scripts stockholders' equity	15,916.5	16,236
Total liabilities and stockholders' equity	51,206.2	51,744.9
Express Scripts Holding Company
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	1,276.8	583.5	0	0
Receivables, net	0	0
Other current assets	0	0
Total current assets	1,276.8	583.5
Property and equipment, net	0	0
Investments in subsidiaries	46,836.1	44,372.3
Intercompany	0	0
Goodwill	0	0
Other intangible assets, net	0	0
Other assets	4	7.1
Total assets	48,116.9	44,962.9
Claims and rebates payable	0	0
Accounts payable	0	0
Accrued expenses	87.2	125
Current maturities of long-term debt	335.2	722.3
Total current liabilities	422.4	847.3
Long-term debt	12,886.9	13,137
Intercompany	18,891.1	14,742.6
Deferred taxes	0	0
Other liabilities	0	0
Non-controlling interest	0	0
Total Express Scripts stockholders' equity	15,916.5	16,236
Total liabilities and stockholders' equity	48,116.9	44,962.9
Guarantors
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	51.6	46.8	44.6	28.8
Receivables, net	1,923.4	1,960.1
Other current assets	2,101.6	1,998.4
Total current assets	4,076.6	4,005.3
Property and equipment, net	445	468.2
Investments in subsidiaries	0	0
Intercompany	17,918.4	15,090.4
Goodwill	3,670.4	3,525
Other intangible assets, net	1,012.5	1,020.2
Other assets	28.9	40
Total assets	27,151.8	24,149.1
Claims and rebates payable	0	0
Accounts payable	3,247.7	2,655.5
Accrued expenses	296.5	191
Current maturities of long-term debt	0	0
Total current liabilities	3,544.2	2,846.5
Long-term debt	0	0
Intercompany	0	0
Deferred taxes	1,281	1,245.5
Other liabilities	19.2	10
Non-controlling interest	0	0
Total Express Scripts stockholders' equity	22,307.4	20,047.1
Total liabilities and stockholders' equity	27,151.8	24,149.1
Non-Guarantors
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	513.3	1,208.3	487.4	1,197.3
Receivables, net	755.5	627.5
Other current assets	23.5	31.4
Total current assets	1,292.3	1,867.2
Property and equipment, net	28.2	21.9
Investments in subsidiaries	0	0
Intercompany	0	0
Goodwill	22.1	20.5
Other intangible assets, net	8.7	10
Other assets	4.3	12.7
Total assets	1,355.6	1,932.3
Claims and rebates payable	0	0
Accounts payable	40.8	59.5
Accrued expenses	594.2	1,161.6
Current maturities of long-term debt	0	0
Total current liabilities	635	1,221.1
Long-term debt	0	0
Intercompany	491.1	426.7
Deferred taxes	11.5	0
Other liabilities	2.4	7.3
Non-controlling interest	5.8	7.8
Total Express Scripts stockholders' equity	209.8	269.4
Total liabilities and stockholders' equity	1,355.6	1,932.3
Express Scripts, Inc.
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	1,554.2	1,234.2	1,772.7	1,957.3
Receivables, net	3,862.1	3,595.8
Other current assets	286.5	194.3
Total current assets	5,702.8	5,024.3
Property and equipment, net	790.1	780.1
Investments in subsidiaries	13,567.9	11,248.2
Intercompany	0	0
Goodwill	3,122.4	3,122.4
Other intangible assets, net	507.7	682.2
Other assets	161.7	219.5
Total assets	23,852.6	21,076.7
Claims and rebates payable	6,940.5	6,182.3
Accounts payable	1,048.3	1,118.2
Accrued expenses	1,054.1	1,147.2
Current maturities of long-term debt	0	0
Total current liabilities	9,042.9	8,447.7
Long-term debt	336.6	336.2
Intercompany	1,213.5	1,527.6
Deferred taxes	0	0
Other liabilities	478.5	378.4
Non-controlling interest	0	0
Total Express Scripts stockholders' equity	12,781.1	10,386.8
Total liabilities and stockholders' equity	23,852.6	21,076.7
Medco Health Solutions, Inc.
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	0	4.4	0	2.9
Receivables, net	330.5	878.7
Other current assets	0	0
Total current assets	330.5	883.1
Property and equipment, net	3.3	3.4
Investments in subsidiaries	8,949.3	9,068.3
Intercompany	2,677.3	1,606.5
Goodwill	22,609.9	22,609.9
Other intangible assets, net	6,168.9	6,924.5
Other assets	29.1	25
Total assets	40,768.3	41,120.7
Claims and rebates payable	2,543	2,654.6
Accounts payable	41.1	42.5
Accrued expenses	282.3	368.4
Current maturities of long-term debt	845.9	0
Total current liabilities	3,712.3	3,065.5
Long-term debt	503.2	1,372.8
Intercompany	0	0
Deferred taxes	2,199.4	2,468.9
Other liabilities	298.4	228
Non-controlling interest	0	0
Total Express Scripts stockholders' equity	34,055	33,985.5
Total liabilities and stockholders' equity	40,768.3	41,120.7
Eliminations
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	0	0	$ 0	$ 0
Receivables, net	0	0
Other current assets	0	0
Total current assets	0	0
Property and equipment, net	0	0
Investments in subsidiaries	(69,353.3)	(64,688.8)
Intercompany	(20,595.7)	(16,696.9)
Goodwill	0	0
Other intangible assets, net	0	0
Other assets	(90)	(111.1)
Total assets	(90,039)	(81,496.8)
Claims and rebates payable	0	0
Accounts payable	0	0
Accrued expenses	0	0
Current maturities of long-term debt	0	0
Total current liabilities	0	0
Long-term debt	0	0
Intercompany	(20,595.7)	(16,696.9)
Deferred taxes	(90)	(111.1)
Other liabilities	0	0
Non-controlling interest	0	0
Total Express Scripts stockholders' equity	(69,353.3)	(64,688.8)
Total liabilities and stockholders' equity	$ (90,039)	$ (81,496.8)

Condensed consolidating finan51

Condensed consolidating financial information - Condensed Consolidating Statement of Operations and Comprehensive Income (Detail) - USD ($) $ in Millions		3 Months Ended		9 Months Ended
		Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Condensed Financial Statements, Captions [Line Items]
Revenues	[1]	$ 24,683.4	$ 25,410.1	$ 74,685.8	$ 75,424.2
Operating expenses		23,205	23,994.1	70,774.2	71,811.1
Operating income		1,478.4	1,416	3,911.6	3,613.1
Interest (expense) income and other, net		(134.1)	(265.1)	(411.2)	(521.4)
Intercompany interest income (expense)		0	0	0	0
Other (expense) income, net		(134.1)	(265.1)	(411.2)	(521.4)
Income (loss) before income taxes		1,344.3	1,150.9	3,500.4	3,091.7
Provision (benefit) for income taxes		499.3	422.4	1,299.6	1,103.9
Income (loss) before equity in earnings of subsidiaries		845	728.5	2,200.8	1,987.8
Equity in earnings (loss) of subsidiaries		0	0	0	0
Net income		845	728.5	2,200.8	1,987.8
Less: Net income attributable to non-controlling interest		3.3	5.6	11	18.1
Net income attributable to Express Scripts		841.7	722.9	2,189.8	1,969.7
Other comprehensive income (loss)		3.7	(1.7)	8.4	4.4
Comprehensive income attributable to Express Scripts		845.4	721.2	2,198.2	1,974.1
Express Scripts Holding Company
Condensed Financial Statements, Captions [Line Items]
Revenues		0	0	0	0
Operating expenses		0	0	0	0
Operating income		0	0	0	0
Interest (expense) income and other, net		(127.6)	(211.8)	(381.3)	(420.1)
Intercompany interest income (expense)		48	132.8	147	262.4
Other (expense) income, net		(79.6)	(79)	(234.3)	(157.7)
Income (loss) before income taxes		(79.6)	(79)	(234.3)	(157.7)
Provision (benefit) for income taxes		(28.2)	(27.9)	(84.8)	(57.4)
Income (loss) before equity in earnings of subsidiaries		(51.4)	(51.1)	(149.5)	(100.3)
Equity in earnings (loss) of subsidiaries		893.1	774	2,339.3	2,070
Net income		841.7	722.9	2,189.8	1,969.7
Less: Net income attributable to non-controlling interest		0	0	0	0
Net income attributable to Express Scripts		841.7	722.9	2,189.8	1,969.7
Other comprehensive income (loss)		3.7	(1.7)	8.4	4.4
Comprehensive income attributable to Express Scripts		845.4	721.2	2,198.2	1,974.1
Guarantors
Condensed Financial Statements, Captions [Line Items]
Revenues		15,109.6	9,973	44,867.2	28,866
Operating expenses		13,815	9,770.7	41,561.7	28,263.2
Operating income		1,294.6	202.3	3,305.5	602.8
Interest (expense) income and other, net		(2)	0	(0.8)	4.3
Intercompany interest income (expense)		(24)	(66.4)	(73.5)	(131.2)
Other (expense) income, net		(26)	(66.4)	(74.3)	(126.9)
Income (loss) before income taxes		1,268.6	135.9	3,231.2	475.9
Provision (benefit) for income taxes		482.5	58.4	1,220.1	209.5
Income (loss) before equity in earnings of subsidiaries		786.1	77.5	2,011.1	266.4
Equity in earnings (loss) of subsidiaries		0	0	0	0
Net income		786.1	77.5	2,011.1	266.4
Less: Net income attributable to non-controlling interest		0	0	0	0
Net income attributable to Express Scripts		786.1	77.5	2,011.1	266.4
Other comprehensive income (loss)		0	0	0	0
Comprehensive income attributable to Express Scripts		786.1	77.5	2,011.1	266.4
Non-Guarantors
Condensed Financial Statements, Captions [Line Items]
Revenues		524.3	472	1,751.5	1,641.1
Operating expenses		463.8	365.6	1,628.4	1,392.4
Operating income		60.5	106.4	123.1	248.7
Interest (expense) income and other, net		0.9	(2.1)	(2.8)	(3.7)
Intercompany interest income (expense)		0	0	0	0
Other (expense) income, net		0.9	(2.1)	(2.8)	(3.7)
Income (loss) before income taxes		61.4	104.3	120.3	245
Provision (benefit) for income taxes		9.1	21.4	2.8	29.1
Income (loss) before equity in earnings of subsidiaries		52.3	82.9	117.5	215.9
Equity in earnings (loss) of subsidiaries		0	0	0	0
Net income		52.3	82.9	117.5	215.9
Less: Net income attributable to non-controlling interest		3.3	5.6	11	18.1
Net income attributable to Express Scripts		49	77.3	106.5	197.8
Other comprehensive income (loss)		3.7	(1.7)	8.4	4.4
Comprehensive income attributable to Express Scripts		52.7	75.6	114.9	202.2
Express Scripts, Inc.
Condensed Financial Statements, Captions [Line Items]
Revenues		17,032.6	9,910.4	51,684.3	29,302.2
Operating expenses		16,988.4	9,148	51,468	27,439.3
Operating income		44.2	762.4	216.3	1,862.9
Interest (expense) income and other, net		1.7	(29.9)	1.9	(59.1)
Intercompany interest income (expense)		(24)	(66.4)	(73.5)	(131.2)
Other (expense) income, net		(22.3)	(96.3)	(71.6)	(190.3)
Income (loss) before income taxes		21.9	666.1	144.7	1,672.6
Provision (benefit) for income taxes		7.1	279.2	51.5	620.8
Income (loss) before equity in earnings of subsidiaries		14.8	386.9	93.2	1,051.8
Equity in earnings (loss) of subsidiaries		768.7	178.1	2,010.2	509.5
Net income		783.5	565	2,103.4	1,561.3
Less: Net income attributable to non-controlling interest		0	0	0	0
Net income attributable to Express Scripts		783.5	565	2,103.4	1,561.3
Other comprehensive income (loss)		3.7	(1.7)	8.4	4.4
Comprehensive income attributable to Express Scripts		787.2	563.3	2,111.8	1,565.7
Medco Health Solutions, Inc.
Condensed Financial Statements, Captions [Line Items]
Revenues		4,787.9	6,044.4	14,305.8	18,519
Operating expenses		4,708.8	5,699.5	14,039.1	17,620.3
Operating income		79.1	344.9	266.7	898.7
Interest (expense) income and other, net		(7.1)	(21.3)	(28.2)	(42.8)
Intercompany interest income (expense)		0	0	0	0
Other (expense) income, net		(7.1)	(21.3)	(28.2)	(42.8)
Income (loss) before income taxes		72	323.6	238.5	855.9
Provision (benefit) for income taxes		28.8	91.3	110	301.9
Income (loss) before equity in earnings of subsidiaries		43.2	232.3	128.5	554
Equity in earnings (loss) of subsidiaries		66.4	(23.3)	107.4	(45.3)
Net income		109.6	209	235.9	508.7
Less: Net income attributable to non-controlling interest		0	0	0	0
Net income attributable to Express Scripts		109.6	209	235.9	508.7
Other comprehensive income (loss)		0	0	0	0
Comprehensive income attributable to Express Scripts		109.6	209	235.9	508.7
Eliminations
Condensed Financial Statements, Captions [Line Items]
Revenues		(12,771)	(989.7)	(37,923)	(2,904.1)
Operating expenses		(12,771)	(989.7)	(37,923)	(2,904.1)
Operating income		0	0	0	0
Interest (expense) income and other, net		0	0	0	0
Intercompany interest income (expense)		0	0	0	0
Other (expense) income, net		0	0	0	0
Income (loss) before income taxes		0	0	0	0
Provision (benefit) for income taxes		0	0	0	0
Income (loss) before equity in earnings of subsidiaries		0	0	0	0
Equity in earnings (loss) of subsidiaries		(1,728.2)	(928.8)	(4,456.9)	(2,534.2)
Net income		(1,728.2)	(928.8)	(4,456.9)	(2,534.2)
Less: Net income attributable to non-controlling interest		0	0	0	0
Net income attributable to Express Scripts		(1,728.2)	(928.8)	(4,456.9)	(2,534.2)
Other comprehensive income (loss)		(7.4)	3.4	(16.8)	(8.8)
Comprehensive income attributable to Express Scripts		$ (1,735.6)	$ (925.4)	$ (4,473.7)	$ (2,543)
[1]	Includes retail pharmacy co-payments of $1,925.8 million and $2,008.5 million for the three months ended September 30, 2017 and 2016, respectively, and $6,409.7 million and $6,685.9 million for the nine months ended September 30, 2017 and 2016, respectively

Condensed consolidating finan52

Condensed consolidating financial information - Condensed Consolidating Statement of Cash Flows (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Condensed Financial Statements, Captions [Line Items]
Net cash flows provided by (used in) operating activities			$ 3,981.5	$ 2,670.5
Cash flows from investing activities:
Purchases of property and equipment	$ (72)	$ (79.1)	(177.3)	(237.6)
Acquisitions, net of cash acquired			(122.7)	0
Other, net			(11.3)	(7.6)
Net cash used in investing activities			(311.3)	(245.2)
Cash flows from financing activities:
Treasury stock acquired			(2,735.7)	(3,892.7)
Repayment of long-term debt			(650)	(5,395)
Net proceeds from employee stock plans			51.3	56
Proceeds from long-term debt, net of discounts			0	5,986.8
Excess tax benefit relating to employee stock-based compensation			0	11.1
Other, net			(22.5)	(75.7)
Net intercompany transactions			0	0
Net cash used in financing activities			(3,356.9)	(3,309.5)
Effect of foreign currency translation adjustment			5.4	2.6
Net increase (decrease) in cash and cash equivalents			318.7	(881.6)
Cash and cash equivalents at beginning of period			3,077.2	3,186.3
Cash and cash equivalents at end of period	3,395.9	2,304.7	3,395.9	2,304.7
Express Scripts Holding Company
Condensed Financial Statements, Captions [Line Items]
Net cash flows provided by (used in) operating activities			(174.8)	(1.4)
Cash flows from investing activities:
Purchases of property and equipment			0	0
Acquisitions, net of cash acquired			0
Other, net			0	0
Net cash used in investing activities			0	0
Cash flows from financing activities:
Treasury stock acquired			(2,735.7)	(3,892.7)
Repayment of long-term debt			(650)	(3,363.8)
Net proceeds from employee stock plans			51.3	56
Proceeds from long-term debt, net of discounts				5,986.8
Excess tax benefit relating to employee stock-based compensation				0
Other, net			0	(49)
Net intercompany transactions			4,202.5	1,264.1
Net cash used in financing activities			868.1	1.4
Effect of foreign currency translation adjustment			0	0
Net increase (decrease) in cash and cash equivalents			693.3	0
Cash and cash equivalents at beginning of period			583.5	0
Cash and cash equivalents at end of period	1,276.8	0	1,276.8	0
Guarantors
Condensed Financial Statements, Captions [Line Items]
Net cash flows provided by (used in) operating activities			2,955	908.6
Cash flows from investing activities:
Purchases of property and equipment			(39.8)	(53.8)
Acquisitions, net of cash acquired			0
Other, net			1.2	(1)
Net cash used in investing activities			(38.6)	(54.8)
Cash flows from financing activities:
Treasury stock acquired			0	0
Repayment of long-term debt			0	0
Net proceeds from employee stock plans			0	0
Proceeds from long-term debt, net of discounts				0
Excess tax benefit relating to employee stock-based compensation				0
Other, net			(9.3)	(9.7)
Net intercompany transactions			(2,902.3)	(828.3)
Net cash used in financing activities			(2,911.6)	(838)
Effect of foreign currency translation adjustment			0	0
Net increase (decrease) in cash and cash equivalents			4.8	15.8
Cash and cash equivalents at beginning of period			46.8	28.8
Cash and cash equivalents at end of period	51.6	44.6	51.6	44.6
Non-Guarantors
Condensed Financial Statements, Captions [Line Items]
Net cash flows provided by (used in) operating activities			(546.2)	(394.5)
Cash flows from investing activities:
Purchases of property and equipment			(9.5)	(6.4)
Acquisitions, net of cash acquired			0
Other, net			2.8	(8.9)
Net cash used in investing activities			(6.7)	(15.3)
Cash flows from financing activities:
Treasury stock acquired			0	0
Repayment of long-term debt			0	0
Net proceeds from employee stock plans			0	0
Proceeds from long-term debt, net of discounts				0
Excess tax benefit relating to employee stock-based compensation				0
Other, net			(181.5)	(30.6)
Net intercompany transactions			34	(272.1)
Net cash used in financing activities			(147.5)	(302.7)
Effect of foreign currency translation adjustment			5.4	2.6
Net increase (decrease) in cash and cash equivalents			(695)	(709.9)
Cash and cash equivalents at beginning of period			1,208.3	1,197.3
Cash and cash equivalents at end of period	513.3	487.4	513.3	487.4
Express Scripts, Inc.
Condensed Financial Statements, Captions [Line Items]
Net cash flows provided by (used in) operating activities			868.3	2,136
Cash flows from investing activities:
Purchases of property and equipment			(128)	(177.4)
Acquisitions, net of cash acquired			(122.7)
Other, net			(15.3)	2.3
Net cash used in investing activities			(266)	(175.1)
Cash flows from financing activities:
Treasury stock acquired			0	0
Repayment of long-term debt			0	(1,662.5)
Net proceeds from employee stock plans			0	0
Proceeds from long-term debt, net of discounts				0
Excess tax benefit relating to employee stock-based compensation				7.4
Other, net			(19)	(15)
Net intercompany transactions			(263.3)	(475.4)
Net cash used in financing activities			(282.3)	(2,145.5)
Effect of foreign currency translation adjustment			0	0
Net increase (decrease) in cash and cash equivalents			320	(184.6)
Cash and cash equivalents at beginning of period			1,234.2	1,957.3
Cash and cash equivalents at end of period	1,554.2	1,772.7	1,554.2	1,772.7
Medco Health Solutions, Inc.
Condensed Financial Statements, Captions [Line Items]
Net cash flows provided by (used in) operating activities			1,066.5	21.8
Cash flows from investing activities:
Purchases of property and equipment			0	0
Acquisitions, net of cash acquired			0
Other, net			0	0
Net cash used in investing activities			0	0
Cash flows from financing activities:
Treasury stock acquired			0	0
Repayment of long-term debt			0	(368.7)
Net proceeds from employee stock plans			0	0
Proceeds from long-term debt, net of discounts				0
Excess tax benefit relating to employee stock-based compensation				3.7
Other, net			0	28.6
Net intercompany transactions			(1,070.9)	311.7
Net cash used in financing activities			(1,070.9)	(24.7)
Effect of foreign currency translation adjustment			0	0
Net increase (decrease) in cash and cash equivalents			(4.4)	(2.9)
Cash and cash equivalents at beginning of period			4.4	2.9
Cash and cash equivalents at end of period	0	0	0	0
Eliminations
Condensed Financial Statements, Captions [Line Items]
Net cash flows provided by (used in) operating activities			(187.3)	0
Cash flows from investing activities:
Purchases of property and equipment			0	0
Acquisitions, net of cash acquired			0
Other, net			0	0
Net cash used in investing activities			0	0
Cash flows from financing activities:
Treasury stock acquired			0	0
Repayment of long-term debt			0	0
Net proceeds from employee stock plans			0	0
Proceeds from long-term debt, net of discounts				0
Excess tax benefit relating to employee stock-based compensation				0
Other, net			187.3	0
Net intercompany transactions			0	0
Net cash used in financing activities			187.3	0
Effect of foreign currency translation adjustment			0	0
Net increase (decrease) in cash and cash equivalents			0	0
Cash and cash equivalents at beginning of period			0	0
Cash and cash equivalents at end of period	$ 0	$ 0	$ 0	$ 0

Subsequent event - Additional i

Subsequent event - Additional information (Details) $ in Billions	Oct. 09, 2017USD ($)
eviCore | Subsequent event
Subsequent Event [Line Items]
Estimated purchase price	$ 3.6