Express Scripts 2011 Annual Report Download - page 23

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Express Scripts 2011 Annual Report 21
Forward Looking Statements and Associated Risks
Information we have included or incorporated by reference in this Annual Report on Form 10-K, and information
which may be contained in our other filings with the SEC and our press releases or other public statements, contain or may
contain forward-looking statements. These forward-looking statements include, among others, statements of our plans,
objectives, expectations (financial or otherwise) or intentions.
Our forward-looking statements involve risks and uncertainties. Our actual results may differ significantly from
those projected or suggested in any forward-looking statements. We do not undertake any obligation to release publicly any
revisions to such forward-looking statements to reflect events or circumstances occurring after the date hereof or to reflect
the occurrence of unanticipated events. Any number of factors could cause our actual results to differ materially from those
contemplated by any forward looking statements, including, but not limited to the factors listed below:
STANDARD OPERATING FACTORS
our ability to remain profitable in a very competitive marketplace is dependent upon our ability to attract and
retain clients while maintaining our margins, to differentiate our products and services from others in the
marketplace, and to develop and cross sell new products and services to our existing clients
our failure to anticipate and appropriately adapt to changes in the rapidly changing healthcare industry
changes in applicable laws or regulations, or their interpretation or enforcement, or the enactment of new laws
or regulations, which apply to our business practices (past, present or future) or require us to spend
significant resources in order to comply
changes to the healthcare industry designed to manage healthcare costs or alter healthcare financing practices
the termination, or an unfavorable modification, of our relationship with one or more key pharmacy providers,
or significant changes within the pharmacy provider marketplace
our failure to execute on, or other issues arising under, certain key client contracts
changes relating to our participation in Medicare Part D, the loss of Medicare Part D eligible members, or our
failure to otherwise execute on our strategies related to Medicare Part D
our failure to effectively execute on strategic transactions, or to integrate or achieve anticipated benefits from
any acquired businesses
the impact of our debt service obligations on the availability of funds for other business purposes, and the
terms and our required compliance with covenants relating to our indebtedness
a failure in the security or stability of our technology infrastructure, or the infrastructure of one or more of our
key vendors, or a significant failure or disruption in service within our operations or the operations of such
vendors
the termination, or an unfavorable modification, of our relationship with one or more key pharmaceutical
manufacturers, or the significant reduction in payments made or discounts provided by pharmaceutical
manufacturers
changes in industry pricing benchmarks
results in pending and future litigation or other proceedings which would subject us to significant monetary
damages or penalties and/or require us to change our business practices, or the costs incurred in connection
with such proceedings
our failure to attract and retain talented 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 set forth in
the Merger Agreement
the ability to obtain governmental approvals of the transaction with Medco
uncertainty around realization of the anticipated benefits of the transaction, including the expected amount and
timing of cost savings and operating synergies
the impact of the additional debt service obligations incurred in connection with the transaction on the
availability of funds for other business purposes
uncertainty as to the actual value of total consideration to be paid in the transaction with Medco
failure to realize the anticipated benefits of the transaction, including as a result of a delay in completing the
transaction or a delay or difficulty in integrating the businesses of Express Scripts and Medco or in retaining
clients of the respective companies