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Health Is Our Business.
Care Is Our Passion.
AR11
Express Scripts 2011 Annual Report

Table of contents

  • Page 1
    AR11 Health Is Our Business. Care Is Our Passion. Express Scripts 2011 Annual Report

  • Page 2
    ... the distribution of prescription drugs. Express Scripts offers a combination of services, including clinical management programs, retail drug card programs, home delivery of maintenance medications from the Express Scripts Pharmacy , formulary management programs, and specialty patient care and...

  • Page 3
    ...the Nation Needs Now Our merger with Medco Health Solutions® affords us an expanded opportunity to deliver the lowest net cost for plan sponsors and healthier outcomes for members. The convergence of our strengths will close more gaps in care and drive greater adherence. Care for America Powered by...

  • Page 4
    ... next-to-ï¬,awless execution - was the largest retail market share movement in the history of pharmacy, accomplished with very little disruption. We remain open to discussions with Walgreens on returning to our network, if terms and conditions are acceptable to our clients and patients. their bene...

  • Page 5
    ... member experience in healthcare. Sincerely, Senior Vice President & President, International & Subsidiaries Jeff Hall Executive Vice President & Chief Financial Officer Chris Houston Senior Vice President, Pharma & Retail Strategy Ed Ignaczak Executive Vice President, Sales & Marketing Pat...

  • Page 6
    ... to improve St. Louis area schools. In The End...Ultimately, through our commitment to our clients, members, share holders and our communities, we can change the future of healthcare in ways no other company has. Health is our business. Care is our passion. 4 Express Scripts 2011 Annual Report

  • Page 7
    ...2011, was $26,290,443,000 based on 487,040,000 such shares held on such date by non-affiliates and the average sale price for the Common Stock on such date of $53.98 as reported on the Nasdaq Global Select Market. Solely for purposes of this computation, the Registrant has assumed that all directors...

  • Page 8
    ... providers such as managed care organizations, health insurers, employers and unions, we work to develop innovative strategies designed to keep medications affordable. Pharmacy benefit management (―PBMâ€-) companies combine retail pharmacy claims processing, formulary management and home delivery...

  • Page 9
    ...the following services retail network pharmacy management and retail drug card programs home delivery services specialty benefit services patient care contact centers benefit plan design and consultation drug formulary management, compliance and therapy management programs information reporting and...

  • Page 10
    ... 24 hours a day, 7 days a week, to obtain information about their prescription drug plan from our trained patient care advocates and pharmacists. Benefit Plan Design and Consultation. We offer consultation and financial modeling to assist our clients in selecting benefit plan designs that meet their...

  • Page 11
    ... use of home delivery The client's choice of benefit design is entered into our electronic claims processing system, which applies the plan design parameters as claims are submitted and provides visibility to the financial performance of the plan. Drug Formulary Management, Compliance and Therapy...

  • Page 12
    ... to assist in managing prescription drug utilization. The system can alert the pharmacist to generic substitution and therapeutic intervention opportunities, as well as formulary compliance issues, and can also administer prior authorization and step-therapy protocol programs at the time a claim is...

  • Page 13
    ...patients. We assist with eligibility review, prior authorization coordination, re-pricing, utilization management, monitoring and reporting. Provider Services. Through our CuraScript Specialty Distribution business unit we provide distribution services primarily to office and clinic-based physicians...

  • Page 14
    ... data event, medication therapy management services and various reporting required by CMS. We are approved by CMS to function as a Part D PDP plan sponsor, offering prescription drug coverage to Employer Group Waiver Plans, through our wholly owned subsidiary, Express Scripts Insurance Company...

  • Page 15
    ...our annual Outcomes Conference and are available on our website. We also present at other client forums, speak at professional meetings and publish in health-related journals. Information Technology. Our Information Technology department supports our pharmacy claims processing systems, our specialty...

  • Page 16
    ... disaster recovery services for systems located at our data centers. For systems not covered by a third party vendor arrangement, such as our specialty pharmacy data centers, our corporate disaster recovery organization manages internal recovery services. Competition There are a number of other...

  • Page 17
    ...remuneration to induce a person to purchase, lease, order, or arrange for (or recommend purchasing, leasing, or ordering) items (including prescription drugs) or services reimbursable in whole or in part under Medicare, Medicaid or another federal healthcare program. Several states also have similar...

  • Page 18
    ...use non-network providers. Other states have enacted legislation purporting to prohibit health plans from offering members financial incentives for use of home delivery pharmacies. Legislation has been introduced in some states to prohibit or restrict therapeutic intervention, or to require coverage...

  • Page 19
    ... financial responsibility. Laws that may apply in such cases, including as applicable to our Medicare Part D subsidiary, ESIC, include insurance laws, HMO laws or limited prepaid health service plan laws. Pharmacy Regulation. Our home delivery and specialty pharmacies are licensed to do business...

  • Page 20
    ... regulatory requirements on some of our managed care clients affecting prior authorization of drugs before coverage is approved, we have obtained utilization review licenses in selected states through our subsidiary, ESI Utilization Management Company. Moreover, we have received full accreditation...

  • Page 21
    ...International Union at our Bensalem, Pennsylvania facility; members of the American Federation of State, County and Municipal Employees at our Harrisburg, Pennsylvania facility; and members of the United Food and Commercial Workers Union at our Albuquerque, New Mexico facility. Express Scripts 2011...

  • Page 22
    ... as Vice President. Available Information We make available through our website (www.express-scripts.com) access to our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, all amendments to those reports (when applicable), and other filings with the SEC. Such...

  • Page 23
    ... employees, or to manage succession and retention for our Chief Executive Officer or other key executives other risks described from time to time in our filings with the SEC TRANSACTION-RELATED FACTORS uncertainty as to whether we will be able to consummate the transaction with Medco on the terms...

  • Page 24
    ... the industry dynamics and adversely affect our business and financial results as our client contracts are generally three years and our pharmaceutical manufacturer and retail contracts are generally non-exclusive and terminable on relatively short notice by 22 Express Scripts 2011 Annual Report

  • Page 25
    ... business purposes and in some cases provide access to data to pharmaceutical manufacturers and third party data aggregators in accordance with applicable law. Various federal and state laws, including HIPAA, regulate and restrict the use, disclosure and security of Express Scripts 2011 Annual...

  • Page 26
    ... business and our financial results. Certain proposals are made from time to time in the United States to manage healthcare costs, including prescription drug costs. These have included proposals such as ―single -payerâ€- government funded healthcare, changes in reimbursement rates, restrictions...

  • Page 27
    ... execute on our strategies related to Medicare Part D, may adversely impact our business and our financial results. Our subsidiary ESIC was approved to function as a Part-D PDP plan sponsor for purposes of making employer/union-only group waiver plans available for eligible clients. We also provide...

  • Page 28
    ...adequately perform. In the event we or our vendors experience malfunctions in business processes, breaches of information systems, failure to maintain effective and up-to-date information systems or unauthorized or non-compliant actions by any individual, this 26 Express Scripts 2011 Annual Report

  • Page 29
    ...to be dispensed from our home delivery pharmacies • rebates based upon distributions of drugs from our home delivery pharmacies and through pharmacies in our retail networks • administrative fees for managing rebate programs, including the development and maintenance of formularies which include...

  • Page 30
    ... adverse effect on our business operations and our financial results. We would be adversely affected if we fail to adequately plan for succession of our Chief Executive Officer, senior management and other key employees. While we have succession plans in place and we have employment arrangements...

  • Page 31
    ... integration process could have a material adverse effect on the revenues, expenses, operating results and financial condition of the combined company. Although we expect significant benefits, such as synergies, cost savings, innovation and operational efficiencies, to result from the merger, there...

  • Page 32
    ...with a significant portion of the cash required to complete the merger transaction, the remaining cash will come from a combination of our term credit facility, our revolving credit facility and/or cash from operations. We currently believe these sources will provide us with the amounts necessary to...

  • Page 33
    ... the market price of our common stock. If the merger is completed, based on the closing price of our stock on December 31, 2011, we will pay approximately $25.9 billion and issue approximately 363.4 million shares of stock of New Express Scripts to Medco's stockholders, and Medco's stockholders...

  • Page 34
    ... opening of our new Technology and Innovation Center in St. Louis, Missouri in 2010, we have sufficient capacity to continue to meet the home delivery needs of our clients and members. In the fourth quarter of 2011, we opened a new office facility in St. Louis, Missouri to consolidate our St. Louis...

  • Page 35
    ...against ESI and NextRX LLC f/k/a Anthem Prescription Management LLC and several other pharmacy benefit management companies. The complaint, filed by several California pharmacies as a putative class action, alleges rights to sue as a private attorney general under Express Scripts 2011 Annual Report...

  • Page 36
    ... in the Amendment No. 1 to Agreement and Plan of Merger, which was included as Exhibit 2.1 to the Company's Current Report on Form 8-K filed November 8, 2011. A settlement hearing is scheduled before the United States District of New Jersey on April 16, 2012. 34 Express Scripts 2011 Annual Report

  • Page 37
    ...experience. 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 material. Item 4 - Mine Safety Disclosures Not applicable. Express Scripts 2011 Annual Report 35

  • Page 38
    ... or pay cash dividends, as discussed in ―Part II - Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Bank Credit Facilityâ€-. Recent Sales of Unregistered Securities None. 36 Express Scripts 2011 Annual Report

  • Page 39
    ... of Equity Securities The following is a summary of our stock repurchasing activity during the three months ended December 31, 2011 (share data in millions): Total number of shares purchased as part of a publicly announced program 2.1 2.1 Period Total number of shares purchased Average price paid...

  • Page 40
    ... Debt: Short-term debt Long-term debt Stockholders' equity Network pharmacy claims processed(7) Home delivery, specialty pharmacy, and other prescriptions filled(8) Total claims Total adjusted claims(9) Cash flows provided by operating activities- continuing operations Cash flows used in investing...

  • Page 41
    ... as a result, adjusted EBITDA per adjusted claim, are affected by the changes in claim volumes between retail and mail-order, the relative representation of brand-name, generic and specialty pharmacy drugs, as well as the level of efficiency in the business. Express Scripts 2011 Annual Report 39

  • Page 42
    ... network claims processing, home delivery services, patient care and direct specialty home delivery to patients, benefit plan design consultation, drug utilization review, formulary management, drug data analysis services, distribution of injectable drugs to patient homes and physician offices...

  • Page 43
    ...2011 compared to 71.6% in 2010). In addition, through the research performed by us and guided by our Consumerology® Advisory Board, we are providing our clients with additional tools designed to generate higher generic fill rates, further increase the use of our home delivery and specialty pharmacy...

  • Page 44
    ... valued at fair market value when acquired using the income method. Customer contracts and relationships related to the 10-year contract with WellPoint under which we provide pharmacy benefit management services to WellPoint and its designated affiliates (the ―PBM agreementâ€-) are being amortized...

  • Page 45
    ...to clients and rates contracted by us with pharmacies in our retail networks or with pharmaceutical manufacturers for drugs dispensed from our mail order pharmacies changes in drug utilization patterns, including the mix of brand and generic drugs as well as utilization of our home delivery pharmacy...

  • Page 46
    ... the portion payable to customers, in revenue. We distribute pharmaceuticals in connection with our management of patient assistance programs and earn a fee from the manufacturer for administrative and pharmacy services for the delivery of certain drugs free of charge to doctors for their low income...

  • Page 47
    ... fewer generic substitutions are available among maintenance medications (e.g., therapies for chronic conditions) commonly dispensed from home delivery pharmacies compared to acute medications which are primarily dispensed by pharmacies in our retail networks. Express Scripts 2011 Annual Report 45

  • Page 48
    ... dispensed from home delivery pharmacies compared to acute medications which are primarily dispensed by pharmacies in our retail networks. Cost of PBM revenues increased $19,635.9 million, or 92.4%, in 2010 when compared to the same period of 2009 due to the NextRx acquisition and the new contract...

  • Page 49
    ... software and equipment purchased for our Technology and Innovation Center; and A benefit of $15.0 million in the second quarter of 2009 related to an insurance recovery for previously incurred litigation costs. PBM operating income increased $571.1 million, or 38.3%, in 2010 over 2009, based on the...

  • Page 50
    ... collection of receivables from pharmaceutical manufacturers and clients due to the acquisition of NextRx. Net cash provided by operating activities also includes outflows related to transaction fees incurred in connection with the proposed merger with Medco. 48 Express Scripts 2011 Annual Report

  • Page 51
    ... accounts receivable during 2011. In 2011, net cash used in investing activities decreased $22.0 million over 2010 primarily due to a net increase in cash flows from short term investments of $49.4 million primarily related to our Express Scripts Insurance Company line of business, partially offset...

  • Page 52
    ... available cash resources, bank financing or the issuance of additional common stock could be used to finance future acquisitions or affiliations. There can be no assurance we will make new acquisitions or establish new affiliations in 2012 or thereafter. 50 Express Scripts 2011 Annual Report

  • Page 53
    ... effecting the transactions contemplated under the Merger Agreement with Medco. The net proceeds may be used to pay a portion of the cash consideration to be paid in the Medco Transaction and to pay related fees and expenses (see Note 3 - Changes in business). The net proceeds from the November 2011...

  • Page 54
    ... made total Term loan payments of $1,340.0 million during the year ended December 31, 2010. On August 29, 2011, we entered into a credit agreement (the ―new credit agreementâ€-) with a commercial bank syndicate providing for a five-year $4.0 billion term loan facility (the ―term facilityâ€-) and...

  • Page 55
    ... interest payments fluctuate with changes in LIBOR and in the margin over LIBOR we are required to pay (see ―Part II - Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Bank Credit Facilityâ€-), as well as the balance...

  • Page 56
    ... internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. A company's internal control over financial reporting is a process designed...

  • Page 57
    EXPRESS SCRIPTS, INC. CONSOLIDATED BALANCE SHEET December 31, (in millions, except share data) 2011 2010 Assets Current assets: Cash and cash equivalents Restricted cash and investments Receivables, net Inventories Prepaid expenses Deferred taxes Other current assets Total current assets ...

  • Page 58
    ...57 1.57 $ 2.53 2.53 $ 2.21 (0.04) 2.17 $ 1.55 1.56 Includes retail pharmacy co-payments of $5,786.6, $6,181.4, and $3,132.1 for the years ended December 31, 2011, 2010, and 2009, respectively. See accompanying Notes to Consolidated Financial Statements 56 Express Scripts 2011 Annual Report

  • Page 59
    ...Year Ended December 31, 2010 $ 1,181.2 5.7 $ 1,186.9 $ 2009 827.6 7.9 835.5 Net income Other comprehensive (loss) income, net of tax: Foreign currency translation adjustment Comprehensive income See accompanying Notes to Consolidated Financial Statements $ Express Scripts 2011 Annual Report 57

  • Page 60
    ...' EQUITY Number of Shares Amount (in millions) Balance at December 31, 2008 Comprehensive income: Net income Other comprehensive income, net of tax Foreign currency translation adjustment Comprehensive income Issuance of common stock, net of costs Common stock issued under employee plans...

  • Page 61
    ... Deferred financing fees Net proceeds from employee stock plans Tax benefit relating to employee stock-based compensation Repayment of long-term debt Net proceeds from stock issuance Other Net cash provided by (used in) financing activities Effect of foreign currency translation adjustment Net...

  • Page 62
    ... include network claims processing, home delivery services, patient care and direct specialty home delivery to patients, benefit design consultation, drug utilization review, formulary management, drug data analysis services, distribution of injectable drugs to patient homes and physician offices...

  • Page 63
    ... 10 - Employee benefit plans and stock-based compensation plans. Net (loss) gain recognized on the trading portfolio was $(0.1) million, $1.5 million, and $3.8 million in 2011, 2010, and 2009, respectively. Securities not classified as trading or held-to-maturity are classified as available-for-sale...

  • Page 64
    ... parts of our business one level below the segment level. Our reporting units represent businesses for which discrete financial information is available and reviewed regularly by segment management. The implied fair value of goodwill would be determined in Step 2, if necessary, based on the fair...

  • Page 65
    ... by retail pharmacies in our networks, and providing services to drug manufacturers, including administration of discount programs (see also ―Rebate accountingâ€- below). Revenues from dispensing prescriptions from our home delivery pharmacies are recorded when drugs are shipped. At the time of...

  • Page 66
    .... Rebates and administrative fees earned for the administration of this program, performed in conjunction with claim processing and home delivery services provided to clients, are recorded as a reduction of cost of revenue and the portion of the rebate and administrative fees payable to customers is...

  • Page 67
    ...- Employee benefit plans and stock-based compensation for more information regarding stock-based compensation plans. Earnings per share (reflecting the two-for-one stock split effective June 8, 2010). Basic earnings per share (―EPSâ€-) is computed using the weighted average number of common shares...

  • Page 68
    ..., claims and rebates payable, and accounts payable approximated fair values due to the short-term maturities of these instruments. The fair value, which approximates the carrying value, of our bank credit facility was estimated using either quoted market prices or the current rates offered to...

  • Page 69
    ...in cash and stock of New Express Scripts. The merger will combine the expertise of two complementary pharmacy benefit managers to accelerate efforts to lower the cost of prescription drugs and improve the quality of care. As previously disclosed by Medco and Express Scripts, the Merger Agreement was...

  • Page 70
    ... retail network pharmacy management, home delivery and specialty pharmacy services, drug formulary management, claims adjudication and other services consistent with those provided to other PBM clients. These services are provided to HMOs, health insurers, thirdparty administrators, employers, union...

  • Page 71
    ...facility for business continuity planning purposes. We also maintain a non-dispensing order processing facility in the Bensalem, Pennsylvania area, which will remain operational. Based on our assessments of potential use and our intents for this location, we consider the Bensalem dispensing pharmacy...

  • Page 72
    ... 31, 2011 and 2010. Amortization of $9.5 million for customer contracts related to the PBM agreement has been included as an offset to revenues for the year ended December 31, 2009. The future aggregate amount of amortization expense of other intangible assets for our continuing operations is...

  • Page 73
    .... In the event the merger with Medco is not consummated, the new credit agreement would terminate. The new credit agreement requires us to pay interest at the LIBOR or adjusted base rate options, plus a margin. The margin over LIBOR ranges from 1.25% to 1.75% for the term facility and 1.10% to 1.55...

  • Page 74
    ... release provisions, including sale, exchange, transfer or liquidation of the guarantor subsidiary) guaranteed on a senior basis by most of our current and future 100% owned domestic subsidiaries. We used the net proceeds to repurchase treasury shares. 72 Express Scripts 2011 Annual Report

  • Page 75
    ... subsidiaries. COMMITMENT LETTER In 2009, we entered into a commitment letter with a syndicate of commercial banks for an unsecured, 364day, $2.5 billion term loan credit facility in order to finance the NextRx acquisition. Upon completion of the public offering of common stock and debt securities...

  • Page 76
    ... our credit agreements. The following represents the schedule of current maturities for our long-term debt as of December 31, 2011 (amounts in millions): Year Ended December 31, 2012 2013 2014(1) 2015 2016(1) Thereafter(1) 1,000.1 0.1 1,900.0 2,750.0 2,450.0 $ 8,100.2 (1) In the event the merger...

  • Page 77
    ... tax rate and the effective tax rate follows (the effect of foreign taxes on the effective tax rate for 2011, 2010, and 2009 is immaterial): Year Ended December 31, 2010 35.0% 1.7 0.2 36.9% Statutory federal income tax rate State taxes, net of federal benefit Other, net Effective tax rate 2011 35...

  • Page 78
    ...2011 that is anticipated to be concluded in 2013. Our state income tax returns for 2007 and beyond, as well as certain returns prior to 2007, also remain subject to examination by various state authorities with the latest statute expiring on December 31, 2015. 76 Express Scripts 2011 Annual Report

  • Page 79
    ...share. Under the terms of the contract, the maximum number of shares that could be received or delivered under the contracts is 58.8 million. As of December 31, 2011, based on the daily volume-weighted average price of our common stock since the effective date of the agreements, the investment banks...

  • Page 80
    ...2010. Stock-based compensation plans in general. In March 2011, the Board of Directors adopted the Express Scripts, Inc. 2011 Long-Term Incentive Plan (the ―2011 LTIPâ€-), which provides for the grant of various equity awards with various terms to our officers, Board of Directors and key employees...

  • Page 81
    ... effective date of the 2011 LTIP, no additional awards will be granted under the 2000 Long-Term Incentive Plan (the ―2000 LTIPâ€-), which provided for the grant of various equity awards with various terms to our officers, Board of Directors and key employees selected by the Compensation Committee...

  • Page 82
    ...: (in millions, except per share data) Proceeds from stock options exercised Intrinsic value of stock options exercised Weighted average fair value of options granted during the year 2011 35.9 82.8 $ 14.74 $ 2010 38.2 123.7 $ 15.97 $ 2009 9.4 48.8 $ 7.27 $ 80 Express Scripts 2011 Annual Report

  • Page 83
    ... Lease Payments $ 33.3 31.5 27.2 25.4 23.8 43.8 $ 185.0 Year Ended December 31, 2012 2013 2014 2015 2016 Thereafter In the fourth quarter of 2011, we opened a new office facility in St. Louis, Missouri to consolidate our St. Louis presence onto our Headquarters campus. The annual lease commitments...

  • Page 84
    ...of our subsidiaries, which settlement resulted in the dismissal of the case by the court on October 22, 2009. 12. Segment information We report segments on the basis of services offered and have determined we have two reportable segments: PBM and EM. Our domestic and Canadian PBM operating segments...

  • Page 85
    ...2010 Product revenues: Network revenues Home delivery and specialty revenues Other revenues Service revenues Total revenues Depreciation and amortization expense Operating income Interest income Interest expense and other Income before income taxes Capital expenditures 2009 Product revenues: Network...

  • Page 86
    ...2011 As of December 31, 2010 $ $ 15,149.9 10,155.1 $ $ 457.1 402.7 $ $ 15,607.0 10,557.8 PBM product revenues consist of revenues from the sale of prescription drugs by retail pharmacies in our retail pharmacy networks, revenues from the dispensing of prescription drugs from our home delivery...

  • Page 87
    ... of our unaudited quarterly financial data: Quarters (in millions, except per share data) Fiscal 2011 Total revenues (2) Cost of revenues (2) Gross profit Selling, general and administrative Operating income Net income Basic earnings per share Diluted earnings per share (1) (3) (1) First $ 11,094...

  • Page 88
    ... provisions, including sale, exchange, transfer or liquidation of the guarantor subsidiary) guaranteed by our 100% owned domestic subsidiaries, other than certain regulated subsidiaries including Express Scripts Insurance Company. The following condensed consolidating financial information has been...

  • Page 89
    ... Other assets Total assets Claims and rebates payable Accounts payable Accrued expenses Current maturities of long-term debt Total current liabilities Long-term debt Intercompany Other liabilities Stockholders' equity Total liabilities and stockholders' equity Express Scripts, Inc. $ 5,522.2 1,289...

  • Page 90
    ...operations Net loss from discontinued operations, net of tax Equity in earnings of 381.9 subsidiaries Net income (loss) $ 1,181.2 $ For the year ended December 31, 2009 Revenues $ 14,642.9 $ Operating expenses 13,654.9 Operating...1.0 827.6 $ 314.1 $ (312.2) $ 88 Express Scripts 2011 Annual Report

  • Page 91
    ...employee stock plans Tax benefit relating to employee stock-based compensation Repayment of long-term debt Other Net transactions with parent Net cash provided by (used in) financing activities Effect...(3.6) 9.0 5.4 $ 34.5 58.0 92.5 $ $ 5,096.4 523.7 5,620.1 Express Scripts 2011 Annual Report 89

  • Page 92
    ...: Repayment of long-term debt Treasury stock acquired Tax benefit relating to employee stockbased compensation Net proceeds from employee stock plans Deferred financing fees Other Net transactions with parent Net cash (used in) provided by financing activities Effect of foreign currency translation...

  • Page 93
    ... December 31, 2009 Net cash flows provided by (used in) operating activities Cash flows from investing activities: Acquisitions, net of cash acquired Purchase of short-term investments Sale of short-term investments Purchase of property and equipment Other Net cash (used in) provided by investing...

  • Page 94
    ... through our subsidiary, Aristotle Holding, Inc., which was organized for the purpose of effecting the transactions contemplated under the Merger Agreement with Medco. The net proceeds may be used to pay a portion of the cash consideration to be paid in the Medco Transaction and to pay related fees...

  • Page 95
    ... the supervision and with the participation of our management, including our Chairman and Chief Executive Officer and our Executive 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...

  • Page 96
    ... and Services The information required by this item will be incorporated by reference from the Proxy Statement under the heading "Principal Accountant Fees." *On April 2, 2012, Express Scripts, Inc. filed with the Securities and Exchange Commission an Amendment No. 1 to the Annual Report on Form 10...

  • Page 97
    ... below. The Company agrees to furnish to the SEC, upon request, copies of any long-term debt instruments that authorize an amount of securities constituting 10% or less of the total assets of Express Scripts, Inc. and its subsidiaries on a consolidated basis. Express Scripts 2011 Annual Report 95

  • Page 98
    96 Express Scripts 2011 Annual Report

  • Page 99
    Express Scripts 2011 Annual Report 97

  • Page 100
    ... Stock and Interest Purchase Agreement among the Company and WellPoint, Inc., dated April 9, 2009, incorporated by reference to Exhibit No. 2.1 to the Company's Current Report on Form 8 -K filed April 14, 2009. Agreement and Plan of Merger, dated as of July 20, 2011, by and among the Company, Medco...

  • Page 101
    ...Report on Form 10-K for the year ending December 31, 2001. Third Amendment to the Express Scripts, Inc. 2000 Long-Term Incentive Plan, incorporated by reference to Exhibit A to the Company's Proxy Statement filed April 18, 2006. Amended and Restated Express Scripts, Inc. Employee Stock Purchase Plan...

  • Page 102
    ... 25, 2007. Express Scripts, Inc. Executive Deferred Compensation Plan of 2005, incorporated by reference to Exhibit No. 10.2 to the Company's Current Report on Form 8-K filed May 25, 2007. Amended and Restated Executive Employment Agreement, dated as of October 31, 2008, and effective as of November...

  • Page 103
    ...Directors used with respect to grants of restricted stock units by the Company under the Express Scripts, Inc. 2011 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10 -Q for the auarter ending September 30, 2011. Purchase Agreement, dated...

  • Page 104
    ...8-K filed November 25, 2011. Purchase Agreement, dated February 6, 2012, among Express Scripts, Inc., Aristotle Holding, Inc., certain other subsidiaries of Express Scripts, Inc. party thereto and Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC, as representatives of the several...

  • Page 105
    31.2 Certification by Jeffrey Hall, as Executive Vice President and Chief Financial Officer of Express Scripts, Inc., pursuant to Exchange Act Rule 13a-14(a). Certification by George Paz, as Chairman, President and Chief Executive Officer of Express Scripts, Inc., pursuant to 18 U.S.C.ss.1350 and ...

  • Page 106
    ... 500 Index; (3) S&P 500 Healthcare Index. $300 Express Scripts $200 S&P 500 Index $100 S&P 500 - Healthcare $0 2006 2007 2008 2009 2010 2011 Years Ending Total Return to Stockholders (Dividends reinvested monthly) Base Period Company/Index Dec-06 Express Scripts 100 S&P 500 Index 100 S&P 500...

  • Page 107
    ... Market St. St. Louis, MO 63101 Investor Relations Contact | 314.810.3115 | [email protected] Board of Directors Gary G. Benanav1,4 Director Retired Vice Chairman, New York Life Insurance Company Frank Mergenthaler2 Director, Chairman of the Audit Committee Executive Vice...

  • Page 108
    ... (SGP) facility. The electricity used to produce this book has been offset 100% with Missouri wind energy credits procured from the Ameren Missouri Pure Power program. Express Scripts One Express Way St. Louis, Missouri 63121 Express-Scripts.com © 2012 Express Scripts Holding Company. All Rights...