MEDCO HEALTH SOLUTIONS INC

Medco Health Solutions, Inc. (the “Company,” “Medco,” “we,” “us” or “our”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to amend our Annual Report on Form 10-K for the year ended December 31, 2011, originally filed with the Securities and Exchange Commission (the “SEC”) on February 21, 2012 (the “Original Filing”), to include the information required by Items 10 through 14 of Part III of Form 10-K. This information was previously omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K, which permits the information in the above referenced items to be incorporated in the Form 10-K by reference from our definitive proxy statement if such statement is filed no later than 120 days after our fiscal year-end. We are filing this Amendment to include Part III information in our Form 10-K because a definitive proxy statement containing such information will not be filed by Medco within 120 days after the end of the fiscal year covered by the Form 10-K. The reference on the cover of the Original Filing to the incorporation by reference to portions of our definitive proxy statement into Part III of the Original Filing is hereby deleted.

William L. Roper, MD, MPH, 63, has served as Dean of the School of Medicine and Vice Chancellor for Medical Affairs of the University of North Carolina (“UNC”) at Chapel Hill, and as Chief Executive Officer of the UNC Health Care System, all since 2004. In addition, he has served as a Professor of Pediatrics and Social Medicine in the School of Medicine and Professor of Health Policy and Administration in the UNC School of Public Health. Before joining UNC in 1997, Dr. Roper served as Senior Vice President of Prudential Health Care and in other roles from 1993 to 1997. He also served as director of the Centers for Disease Control and Prevention from 1990 to 1993, on the senior White House staff in 1989 and 1990 and as the administrator of CMS from 1986 to 1989. Dr. Roper is a member of the American Academy of Pediatrics and the American Medical Association. Dr. Roper has been a director of Davita, Inc. since 2001 (Nominating and Governance Committee; Public Policy Committee; Chairman of the Compliance Committee; Chairman of the Clinical Performance Committee). He is also currently Chairman of the Board of Directors of the National Quality Forum, a private, not-for-profit, public benefit corporation established to standardize healthcare quality measurement and reporting. He has also served on the board of another public company, Delhaize Group from 2003 to 2008, within the last five years. Dr. Roper has served as a director of the Company since December 2007, and is currently Chairman of the Public Policy Committee and a member of the Corporate Governance and Nominating Committee.

Blenda J. Wilson, Ph.D., 71, has a background in higher education, philanthropy and healthcare. Her higher education experience includes the following: Assistant Provost and Assistant to the President of Rutgers University (N.J.) from 1969 to 1972; Senior Associate Dean of the Graduate School of Education at Harvard University from 1972 to 1982; Executive Director of the Colorado Commission on Higher Education and member of the Governor’s Cabinet from 1984 to 1988; Chancellor of the University of Michigan-Dearborn, 1988 to 1992; President of California State University, Northridge, 1992 to 1999; and Acting President of Cedar Crest College, 2007 to 2008. From 1999 to 2006, Dr. Wilson served as the inaugural President of the Nellie Mae Education Foundation. Dr. Wilson’s involvement in healthcare and health policy includes sixteen years (1982 to 1998) as a Director of the Commonwealth Fund, a research and grant making foundation which promotes an improved healthcare system. Dr. Wilson has also served on numerous boards of not-for-profit organizations involved in education and/or the advancement of women. Dr. Wilson was previously a Director of Union Bank of California (1993 to 1999) and of the Federal Reserve Bank of Boston (2003 to 2006), serving as Chair of the Board in 2006. She is past Chair of the Board of HERS, a professional development organization for women administrators in higher education and serves on the Trusteeship committee of the board of trustees of Cedar Crest College. Dr. Wilson has served as a director of the Company since 2003 and is currently a member of the Corporate Governance and Nominating Committee and the Public Policy Committee.

The named executive officers participate in the Medco Cash Balance Retirement Plan and the Medco Supplemental Retirement Plan. A participant’s retirement income is determined as follows: for each calendar year, a participant’s aggregate accrued benefit under the plans, which is stated as an account balance, is increased by a service credit and an interest credit. The service credit is equal to 3.5 percent of base pay for participants with 10 or less years of service and 4.5 percent of base pay for participants with more than 10 years of service. Base pay is regular base wages and does not include bonus or option gain. Interest credits are a stated percentage of the accrued benefit. The interest rate is set under the terms of the Plan. For 2011, interest was credited at 0.27 percent. The plans do not provide for early retirement subsidies. Upon termination of employment, the participant may take an immediate distribution of his vested account balance in the Medco Cash Balance Retirement Plan. Distributions of vested account balances from the Medco Supplemental Retirement Plan are paid out automatically six months following termination of employment. Participants vest in their account balance after three years of service. The table below indicates years of service for each named executive officer and the present value of their accrued benefit under each plan. The plans do not provide for an offset for Social Security benefits. Mr. Rubino, Mr. Moriarty and Mr. Wentworth have more than 10 years of service. Accordingly, their service credit was equal to 4.5 percent of base pay while the other named executive officers accrued a benefit at the rate of 3.5 percent of pay.

The Board of Directors has adopted a written Related Person Transaction Policy (the “Policy”) that addresses the reporting, review and approval or ratification of transactions with related persons, and that covers (but is not limited to) those related person transactions and relationships required to be disclosed under Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934, as amended. The Company recognizes that related person transactions can involve potential or actual conflicts of interest and pose the risk that they may be, or be perceived to have been, based on considerations other than the Company’s best interests. Accordingly, as a general matter, the Company seeks to avoid such transactions. However, the Company recognizes that in some circumstances transactions between related persons and the Company may be incidental to the normal course of business or provide an opportunity that is in the best interests of the Company to pursue or that is not inconsistent with the best interests of the Company and where it is not efficient to pursue an alternative transaction. The Policy therefore is not designed to prohibit related person transactions; rather, it is to provide for timely internal reporting of such transactions and appropriate review, oversight and public disclosure of them. The Policy supplements the provisions of the Company’s Standards of Business Conduct concerning potential conflict of interest situations.