Express Scripts 2009 Annual Report Download - page 96

Express Scripts 2009 Annual Report 94
Item 9 — Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A — Controls and Procedures
Our management, with the participation of our chief executive officer and chief financial officer, evaluated
the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d –15(e) under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2009. Based on this
evaluation, our chief executive officer and chief financial officer concluded that, as of December 31, 2009, our
disclosure controls and procedures were (1) designed to ensure that material information relating to us, including our
consolidated subsidiaries, is made known to our chief executive officer and chief financial officer by others within
those entities, particularly during the period in which this report was being prepared, and (2) effective, in that they
provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit
under the Exchange Act are recorded, processed, summarized, and reported within the time periods specified in the
SEC’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that
information required to be disclosed by us in the reports that we file or submit under the Exchange Act are
accumulated and communicated to the appropriate members of our management team, including our Chief
Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required
disclosure.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting
(as such term is defined in Rules 13a–15(f) under the Exchange Act). Under the supervision and with the
participation of our management, including our Chairman and Chief Executive Officer and our Senior Vice
President and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over
financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal
Control—Integrated Framework, our management concluded that our internal control over financial reporting was
effective as of December 31, 2009.
We have excluded NextRx from the assessment of internal control over financial reporting as of December 31, 2009
because it was acquired by the Company in a purchase business combination during 2009. NextRx is a wholly-
owned subsidiary whose total assets and total revenues represent 32.0% and 5.5%, respectively, of the related
consolidated financial statement amounts as of and for the year ended December 31, 2009. The effectiveness of our
internal control over financial reporting as of December 31, 2009, has been audited by PricewaterhouseCoopers
LLP, an independent registered public accounting firm, as stated in their report which is set forth in Part II, Item 8 of
this annual report on Form 10-K.
Changes in Internal Control Over Financial Reporting
No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act) occurred during the quarter ended December 31, 2009 that has materially affected, or is
reasonably likely to materially affect, our internal control over financial reporting.