Condensed consolidating financial information | Note 15 - Condensed consolidating financial information The senior notes issued by ESI, Medco and us 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 ESI, Medco and us, as applicable. 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 periods for various reasons, including, but not limited to, intercompany transactions and integration of systems. As described in Note 8 - Financing , we have a credit agreement which was amended on October 26, 2017. In connection with entering into the credit agreement, the Company sent a notice to the respective trustees under the indentures governing the Company’s outstanding senior notes (including notes issued by ESI and Medco) that, effective as of October 26, 2017, simultaneously with closing the credit agreement, each of the guarantors under such indentures, other than the Company, ESI and Medco, as applicable, was automatically released from all of its respective obligations under such indentures and its respective guarantees of the outstanding senior notes of the Company, ESI and Medco issued thereunder. As such, the historical subsidiary guarantors have been combined with the historical subsidiary non-guarantors, to reflect the new subsidiary non-guarantor presentation, as shown below. The condensed consolidating financial information is presented separately for: (i) Express Scripts, 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) Non-guarantor subsidiaries, on a combined basis; (v) Consolidating entries and eliminations representing adjustments to (a) eliminate intercompany transactions between or among Express Scripts, ESI, Medco and the non-guarantor subsidiaries, (b) eliminate the investments in our subsidiaries and (c) record consolidating entries; and (vi) Express Scripts and subsidiaries on a consolidated basis. In conjunction with the ongoing reorganization, during 2017, we executed certain intercompany agreements and transfer pricing agreements effective retrospectively to January 1, 2017. These intercompany agreements resulted in increased operating expenses for our non-guarantors and reduced operating expenses for ESI in the condensed consolidating statement of operations for the three and six months ended June 30, 2018 and 2017 , as well as changes in interest expense between Express Scripts, ESI, Medco and our non-guarantors. The transfer pricing agreements resulted in increased revenues and operating expenses for ESI, Medco and our non-guarantors 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, Non-Guarantors Eliminations Consolidated As of June 30, 2018 Cash and cash equivalents $ 1,815.1 $ 116.0 $ — $ 1,011.2 $ — $ 2,942.3 Receivables, net — 3,867.8 825.3 2,645.0 — 7,338.1 Other current assets — 466.7 0.1 2,422.9 — 2,889.7 Total current assets 1,815.1 4,450.5 825.4 6,079.1 — 13,170.1 Property and equipment, net — 142.3 3.2 359.2 — 504.7 Computer software, net — 658.5 — 174.6 — 833.1 Investments in subsidiaries 54,697.4 15,741.3 9,215.8 — (79,654.5 ) — Intercompany — 1,893.7 1,555.5 19,423.9 (22,873.1 ) — Goodwill — 3,122.4 22,609.9 5,377.9 — 31,110.2 Other intangible assets, net — 333.8 5,413.6 3,081.5 — 8,828.9 Other assets 7.4 129.0 90.7 53.9 (50.2 ) 230.8 Total assets $ 56,519.9 $ 26,471.5 $ 39,714.1 $ 34,550.1 $ (102,577.8 ) $ 54,677.8 Claims and rebates payable $ — $ 7,727.9 $ 1,895.9 $ 267.7 $ — $ 9,891.5 Accounts payable — 1,473.1 24.2 3,296.2 — 4,793.5 Accrued expenses 125.4 917.1 254.2 1,071.9 — 2,368.6 Short-term debt and current maturities of long-term debt 1,196.2 336.9 — — — 1,533.1 Total current liabilities 1,321.6 10,455.0 2,174.3 4,635.8 — 18,586.7 Long-term debt 12,955.2 — 502.4 — — 13,457.6 Intercompany 22,873.1 — — — (22,873.1 ) — Deferred taxes — — 1,272.0 1,204.8 (50.2 ) 2,426.6 Other liabilities — 535.1 258.1 38.4 — 831.6 Non-controlling interest — — — 5.3 — 5.3 Express Scripts stockholders’ equity 19,370.0 15,481.4 35,507.3 28,665.8 (79,654.5 ) 19,370.0 Total liabilities and stockholders’ equity $ 56,519.9 $ 26,471.5 $ 39,714.1 $ 34,550.1 $ (102,577.8 ) $ 54,677.8 Condensed Consolidating Balance Sheet (in millions) Express Scripts Holding Company Express Scripts, Medco Health Solutions, Non-Guarantors Eliminations Consolidated As of December 31, 2017 Cash and cash equivalents $ 1,031.0 $ 114.5 $ — $ 1,164.1 $ — $ 2,309.6 Receivables, net — 3,740.9 971.3 2,344.1 — 7,056.3 Other current assets — 350.7 2.1 2,238.4 — 2,591.2 Total current assets 1,031.0 4,206.1 973.4 5,746.6 — 11,957.1 Property and equipment, net — 166.1 3.2 382.0 — 551.3 Computer software, net — 640.0 — 174.9 — 814.9 Investments in subsidiaries 52,546.3 14,350.2 8,926.0 — (75,822.5 ) — Intercompany — 847.1 2,531.5 17,624.0 (21,002.6 ) — Goodwill — 3,122.4 22,609.9 5,367.4 — 31,099.7 Other intangible assets, net — 449.5 5,917.1 3,259.3 — 9,625.9 Other assets 8.2 112.6 80.3 42.7 (36.9 ) 206.9 Total assets $ 53,585.5 $ 23,894.0 $ 41,041.4 $ 32,596.9 $ (96,862.0 ) $ 54,255.8 Claims and rebates payable $ — $ 7,389.4 $ 2,574.3 $ 224.8 $ — $ 10,188.5 Accounts payable — 840.3 34.0 2,881.4 — 3,755.7 Accrued expenses 126.6 1,192.7 272.7 1,277.3 — 2,869.3 Short-term debt and current maturities of long-term debt 194.8 — 838.1 — — 1,032.9 Total current liabilities 321.4 9,422.4 3,719.1 4,383.5 — 17,846.4 Long-term debt 14,141.9 336.7 502.9 — — 14,981.5 Intercompany 21,002.6 — — — (21,002.6 ) — Deferred taxes — — 1,392.2 1,207.1 (36.9 ) 2,562.4 Other liabilities — 457.1 258.4 24.7 — 740.2 Non-controlling interest — — — 5.7 — 5.7 Express Scripts stockholders’ equity 18,119.6 13,677.8 35,168.8 26,975.9 (75,822.5 ) 18,119.6 Total liabilities and stockholders’ equity $ 53,585.5 $ 23,894.0 $ 41,041.4 $ 32,596.9 $ (96,862.0 ) $ 54,255.8 Condensed Consolidating Statement of Operations and Comprehensive Income (in millions) Express Scripts Holding Company Express Scripts, Inc. Medco Health Solutions, Inc. Non-Guarantors Eliminations Consolidated For the three months ended June 30, 2018 Revenues $ — $ 17,696.2 $ 4,210.9 $ 16,250.2 $ (12,515.5 ) $ 25,641.8 Operating expenses — 17,589.6 4,150.9 15,104.6 (12,515.5 ) 24,329.6 Operating income — 106.6 60.0 1,145.6 — 1,312.2 Other (expense) income: Interest expense and other, net (111.9 ) (6.3 ) (24.0 ) (0.3 ) — (142.5 ) Intercompany interest income (expense) 114.9 (68.7 ) (10.5 ) (35.7 ) — — Other (expense) income, net 3.0 (75.0 ) (34.5 ) (36.0 ) — (142.5 ) Income before income taxes 3.0 31.6 25.5 1,109.6 — 1,169.7 Provision (benefit) for income taxes 0.5 2.6 (0.6 ) 287.8 — 290.3 Income before equity in earnings of subsidiaries 2.5 29.0 26.1 821.8 — 879.4 Equity in earnings of subsidiaries 874.8 782.8 33.1 — (1,690.7 ) — Net income 877.3 811.8 59.2 821.8 (1,690.7 ) 879.4 Less: Net income attributable to non-controlling interest — — — 2.1 — 2.1 Net income attributable to Express Scripts 877.3 811.8 59.2 819.7 (1,690.7 ) 877.3 Other comprehensive loss (2.3 ) (2.3 ) — (2.3 ) 4.6 (2.3 ) Comprehensive income attributable to Express Scripts $ 875.0 $ 809.5 $ 59.2 $ 817.4 $ (1,686.1 ) $ 875.0 For the three months ended June 30, 2017 Revenues $ — $ 24,698.8 $ 4,598.4 $ 20,108.1 $ (24,057.8 ) $ 25,347.5 Operating expenses — 25,278.9 4,784.8 17,963.0 (24,057.8 ) 23,968.9 Operating income (loss) — (580.1 ) (186.4 ) 2,145.1 — 1,378.6 Other (expense) income: Interest (expense) income and other, net (129.6 ) 3.3 (10.1 ) (1.3 ) — (137.7 ) Intercompany interest income (expense) 49.2 (24.6 ) — (24.6 ) — — Other expense, net (80.4 ) (21.3 ) (10.1 ) (25.9 ) — (137.7 ) Income (loss) before income taxes (80.4 ) (601.4 ) (196.5 ) 2,119.2 — 1,240.9 Provision (benefit) for income taxes (29.3 ) (248.6 ) (70.4 ) 783.7 — 435.4 Income (loss) before equity in earnings of subsidiaries (51.1 ) (352.8 ) (126.1 ) 1,335.5 — 805.5 Equity in earnings of subsidiaries 852.9 1,176.7 155.1 — (2,184.7 ) — Net income 801.8 823.9 29.0 1,335.5 (2,184.7 ) 805.5 Less: Net income attributable to non-controlling interest — — — 3.7 — 3.7 Net income attributable to Express Scripts 801.8 823.9 29.0 1,331.8 (2,184.7 ) 801.8 Other comprehensive income 3.5 3.5 — 3.5 (7.0 ) 3.5 Comprehensive income attributable to Express Scripts $ 805.3 $ 827.4 $ 29.0 $ 1,335.3 $ (2,191.7 ) $ 805.3 Condensed Consolidating Statement of Operations and Comprehensive Income (in millions) Express Scripts Holding Company Express Scripts, Inc. Medco Health Solutions, Inc. Non-Guarantors Eliminations Consolidated For the six months ended June 30, 2018 Revenues $ — $ 34,605.0 $ 8,461.4 $ 31,484.0 $ (24,139.2 ) $ 50,411.2 Operating expenses — 34,413.6 8,300.6 29,562.4 (24,139.2 ) 48,137.4 Operating income — 191.4 160.8 1,921.6 — 2,273.8 Other (expense) income: Interest (expense) income and other, net (270.2 ) 0.6 (15.4 ) 0.5 — (284.5 ) Intercompany interest income (expense) 274.5 (137.3 ) (89.2 ) (48.0 ) — — Other (expense) income, net 4.3 (136.7 ) (104.6 ) (47.5 ) — (284.5 ) Income before income taxes 4.3 54.7 56.2 1,874.1 — 1,989.3 Provision for income taxes 0.8 7.6 8.3 467.3 — 484.0 Income before equity in earnings of subsidiaries 3.5 47.1 47.9 1,406.8 — 1,505.3 Equity in earnings of subsidiaries 1,497.0 1,306.1 98.2 — (2,901.3 ) — Net income 1,500.5 1,353.2 146.1 1,406.8 (2,901.3 ) 1,505.3 Less: Net income attributable to non-controlling interest — — — 4.8 — 4.8 Net income attributable to Express Scripts 1,500.5 1,353.2 146.1 1,402.0 (2,901.3 ) 1,500.5 Other comprehensive loss (5.1 ) (5.1 ) — (5.1 ) 10.2 (5.1 ) Comprehensive income attributable to Express Scripts $ 1,495.4 $ 1,348.1 $ 146.1 $ 1,396.9 $ (2,891.1 ) $ 1,495.4 For the six months ended June 30, 2017 Revenues $ — $ 34,651.7 $ 9,517.9 $ 30,984.8 $ (25,152.0 ) $ 50,002.4 Operating expenses — 34,479.6 9,330.3 28,911.3 (25,152.0 ) 47,569.2 Operating income — 172.1 187.6 2,073.5 — 2,433.2 Other (expense) income: Interest (expense) income and other, net (253.7 ) 0.2 (21.1 ) (2.5 ) — (277.1 ) Intercompany interest income (expense) 99.0 (49.5 ) — (49.5 ) — — Other expense, net (154.7 ) (49.3 ) (21.1 ) (52.0 ) — (277.1 ) Income (loss) before income taxes (154.7 ) 122.8 166.5 2,021.5 — 2,156.1 Provision (benefit) for income taxes (56.6 ) 44.4 81.2 731.3 — 800.3 Income (loss) before equity in earnings of subsidiaries (98.1 ) 78.4 85.3 1,290.2 — 1,355.8 Equity in earnings of subsidiaries 1,446.2 1,241.5 41.0 — (2,728.7 ) — Net income 1,348.1 1,319.9 126.3 1,290.2 (2,728.7 ) 1,355.8 Less: Net income attributable to non-controlling interest — — — 7.7 — 7.7 Net income attributable to Express Scripts 1,348.1 1,319.9 126.3 1,282.5 (2,728.7 ) 1,348.1 Other comprehensive income 4.7 4.7 — 4.7 (9.4 ) 4.7 Comprehensive income attributable to Express Scripts $ 1,352.8 $ 1,324.6 $ 126.3 $ 1,287.2 $ (2,738.1 ) $ 1,352.8 Condensed Consolidating Statement of Cash Flows (in millions) Express Scripts Holding Company Express Scripts, Inc. Medco Health Solutions, Inc. Non-Guarantors Eliminations Consolidated For the six months ended June 30, 2018 Net cash flows provided by (used in) operating activities $ 1.9 $ 907.0 $ (139.9 ) $ 1,510.3 $ (50.4 ) $ 2,228.9 Cash flows from investing activities: Capital expenditures for property and equipment and computer software — (132.8 ) — (43.0 ) — (175.8 ) Acquisitions, net of cash acquired — (5.6 ) — (20.8 ) — (26.4 ) Other, net — 7.9 (2.5 ) (14.3 ) (15.8 ) (24.7 ) Net cash used in investing activities — (130.5 ) (2.5 ) (78.1 ) (15.8 ) (226.9 ) Cash flows from financing activities: Repayment of long-term debt — — (831.4 ) — — (831.4 ) Treasury stock acquired (420.7 ) — — — — (420.7 ) Commercial paper repayments, net (195.0 ) — — — — (195.0 ) Net proceeds from employee stock plans 106.2 — — — — 106.2 Other, net — (5.1 ) — (80.9 ) 66.2 (19.8 ) Net intercompany transactions 1,291.7 (769.9 ) 973.8 (1,495.6 ) — — Net cash (used in) provided by financing activities 782.2 (775.0 ) 142.4 (1,576.5 ) 66.2 (1,360.7 ) Effect of foreign currency translation adjustment — — — (8.6 ) — (8.6 ) Net increase (decrease) in cash and cash equivalents 784.1 1.5 — (152.9 ) — 632.7 Cash and cash equivalents at beginning of period 1,031.0 114.5 — 1,164.1 — 2,309.6 Cash and cash equivalents at end of period $ 1,815.1 $ 116.0 $ — $ 1,011.2 $ — $ 2,942.3 For the six months ended June 30, 2017 Net cash flows provided by (used in) operating activities $ (96.1 ) $ 728.1 $ (203.2 ) $ 1,753.9 $ (101.1 ) $ 2,081.6 Cash flows from investing activities: Capital expenditures for property and equipment and computer software — (75.8 ) — (29.5 ) — (105.3 ) Acquisitions, net of cash acquired — (122.7 ) — — — (122.7 ) Other, net — (9.0 ) — 1.5 — (7.5 ) Net cash used in investing activities — (207.5 ) — (28.0 ) — (235.5 ) Cash flows from financing activities: Repayment of long-term debt (575.0 ) — — — — (575.0 ) Treasury stock acquired (2,020.0 ) — — — — (2,020.0 ) Net proceeds from employee stock plans 37.5 — — — — 37.5 Other, net — (19.0 ) — (98.4 ) 101.1 (16.3 ) Net intercompany transactions 2,826.0 (1,073.6 ) 198.8 (1,951.2 ) — — Net cash (used in) provided by financing activities 268.5 (1,092.6 ) 198.8 (2,049.6 ) 101.1 (2,573.8 ) Effect of foreign currency translation adjustment — — — 3.0 — 3.0 Net (decrease) increase in cash and cash equivalents 172.4 (572.0 ) (4.4 ) (320.7 ) — (724.7 ) Cash and cash equivalents at beginning of period 583.5 1,234.2 4.4 1,255.1 — 3,077.2 Cash and cash equivalents at end of period $ 755.9 $ 662.2 $ — $ 934.4 $ — $ 2,352.5 |