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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
    ...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 clinical...

  • Page 3
    ...healthcare delivery for America. The most recent example of our approach is the work being done by a diverse team of specialists using state-of-the-art predictive modeling tools, geo-mapping and advanced analytics to address evolving healthcare challenges head-on. Express Scripts 2011 Annual Report...

  • Page 4
    ... economy. And while the acquisition of Medco Health Solutions may have been part of a long-term strategic plan, we couldn't have predicted that events would unfold as they did, allowing the merger to take place this year. As challenging as these events may appear, Express Scripts is at its best when...

  • Page 5
    ... be well positioned to promote greater efficiencies in the healthcare system and deliver increased value to our clients and patients, to better protect millions of Americans. I'm more excited about Express Scripts today than I've been in my time with the company. We stand at the beginning of a year...

  • 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
    ... with the Securities and Exchange Commission*. *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-K, which contained the information under Part III, Items 10 through 14. Express Scripts 2011 Annual Report 5

  • Page 8
    .... Pharmacy benefit management (―PBMâ€-) companies combine retail pharmacy claims processing, formulary management and home delivery pharmacy services to create an integrated product offering to manage the prescription drug benefit for payors. Some PBMs also offer specialty services to provide...

  • Page 9
    ... 2011, 97.2% of our revenue was derived by our PBM operations, compared to 97.4% and 95.6% during 2010 and 2009, respectively. Retail Network Pharmacy Administration. We contract with retail pharmacies to provide prescription drugs to members of the pharmacy benefit plans we manage. In the United...

  • Page 10
    ... with their prescription drug benefit. Specialty Benefit Services. We operate several specialty pharmacies throughout the United States. These locations provide patient care and direct specialty home delivery to our patients. We offer a broad range of healthcare products and services for individuals...

  • Page 11
    ... analyze prescription drug data to identify cost trends and budget for expected drug costs, assess the financial impact of plan design changes and assist clients in identifying costly utilization patterns through an online prescription drug decision support tool. 4 Express Scripts 2011 Annual Report...

  • Page 12
    ...the time the prescription is dispensed, on a retrospective basis to analyze utilization trends and prescribing patterns for more intensive management of the drug benefit, and on a prospective basis to help support pharmacists in drug therapy management decisions. Administration of a Group Purchasing...

  • Page 13
    .... Generic pharmaceuticals are generally purchased directly from manufacturers. Clients We are a provider of PBM services to several market segments. Our clients include HMOs, health insurers, thirdparty administrators, employers, union-sponsored benefit plans, workers' compensation plans and...

  • Page 14
    ... the new contract, we provide online claims adjudication, home delivery services, specialty pharmacy clinical services, claims processing and contact center support, and other services critical to managing pharmacy trend. In December 2009, we completed the purchase of 100% of the shares and equity...

  • Page 15
    ... management. Using pharmacy and medical claims data together with member surveys, the research department conducts studies to evaluate clinical, economic and member impact of pharmacy benefits. The release of our 2010 Annual Drug Trend Report in April 2011 marked our fourteenth consecutive year...

  • Page 16
    ... PBM business, provide Part D-related products and services to other PDP sponsors, MA-PDs and other employers and clients offering Part D benefits to Part D eligible beneficiaries. Medicare Part B and Medicaid. We participate in the Medicare Part B program, which covers certain costs for services...

  • Page 17
    ...Prompt Pay Laws. Under Medicare Part D and certain state laws, PBMs or certain PBM clients are required to pay retail pharmacy providers within established time periods that may be shorter than existing contracted terms, and/or via electronic transfer instead of by check. Changes that require faster...

  • Page 18
    ... aspects of managed care plans, including provisions relating to the pharmacy benefit. For example, some states, under so-called ―freedom of choiceâ€- legislation, provide that members of the plan may not be required to use network providers, but must instead be provided with benefits even if...

  • Page 19
    ...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 as a pharmacy in the state in which they...

  • Page 20
    ... certain types of managed care organizations, including preferred provider organizations, third party administrators, and companies that provide utilization review services. The scope of these laws differs from state to state, and the application of such laws to the activities of PBMs often is...

  • Page 21
    ...relating to the usage and renewal of service marks. Insurance Our PBM operations, including the dispensing of pharmaceutical products by our home delivery pharmacies, our EM operations, including the distribution of specialty drugs, and the services rendered in connection with our disease management...

  • Page 22
    ... most recently 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...

  • Page 23
    ... 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 Express Scripts 2011 Annual Report 21

  • 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
    ... of our pharmacy network contracts • wholesale distributor laws • legislation imposing benefit plan design restrictions, which limit how our clients can design their drug benefit plans • various licensure laws, such as managed care and third party administrator licensure laws • drug pricing...

  • Page 26
    ...with whom we do business, including: • PBM disclosure requirements in the context of Medicare Part D and the anticipated health benefit exchanges • creation of government-regulated health benefits exchanges and new requirements for health plans offered by insurance companies, employers and other...

  • Page 27
    ...stop providing pharmacy benefit coverage to retirees, instead allowing the retirees to choose their own Part D plans, which could cause a reduction in utilization for our services. Extensive competition among Medicare Part D plans could also result in the loss of Medicare members by our managed care...

  • 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
    ... our contracts with retail pharmacy networks and with PBM and specialty pharmacy clients, generally use ―average wholesale priceâ€- or ―AWPâ€-, which is published by a third party, as a benchmark to establish pricing for prescription drugs. In 2011, First DataBank, a significant provider of...

  • Page 30
    ... not recognize the anticipated benefits of the merger. Regulatory authorities reviewing the merger may refuse to permit the merger or may impose restrictions or conditions on the merger that may seriously harm the combined company if the merger is completed. 28 Express Scripts 2011 Annual Report

  • Page 31
    ... benefits may not be realized fully or at all, or may take longer to realize than expected and the value of the combined company's common stock may be harmed. The merger involves the integration of Medco's businesses with our existing business, which is a complex, costly and time-consuming process...

  • Page 32
    ...to more than offset incremental transaction and merger-related costs over time, this net benefit may not be achieved in the near term, or at all. Failure to complete the merger could impact our stock price and our future business and financial results. If the merger is not completed or our financing...

  • 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 are...

  • Page 34
    ...quarter of 2011, we ceased fulfilling prescriptions from our home delivery dispensing pharmacy in Bensalem, Pennsylvania. We currently maintain the location and all necessary permits and licenses to be able to utilize the facility for business continuity planning purposes. However, our plans for the...

  • Page 35
    ... 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 33

  • 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
    ..., 2011, there are 18.7 million shares remaining under our stock repurchase program. Additional share repurchases, if any, will be made in such amounts and at such times as we deem appropriate based upon prevailing market and business conditions and other factors. Express Scripts 2011 Annual Report...

  • Page 40
    ...Cash and cash equivalents Working capital Total assets 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...

  • 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
    ... line of business from our EM segment into our PBM segment. Our integrated PBM services include 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...

  • Page 43
    ...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 services and drive greater adherence. The positive trends we saw in 2011, including lower drug purchasing costs and increased...

  • Page 44
    ... fees are recorded at cost. Customer contracts and relationships are 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...

  • 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
    ... include revenues earned through product support to pharmaceutical manufacturers and medical device companies, revenues derived from our group purchasing organization, and healthcare administration and implementation of consumer-directed healthcare solutions. 44 Express Scripts 2011 Annual Report

  • Page 47
    ....6 Includes the acquisition of NextRx effective December 1, 2009. Includes retail pharmacy co-payments of $5,786.6, $6,181.4, and $3,132.1for the years ended December 31, 2011, 2010, and 2009, respectively. Includes home delivery, specialty and other claims including: (a) drugs distributed through...

  • Page 48
    ... 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 with...

  • Page 49
    ...million related to the customer contracts acquired with NextRx, capitalized 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...

  • 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
    ...will benefit our customers and stockholders. The purchase price was primarily funded through the offering of senior notes and common stock. Our PBM operating results include those of the NextRx PBM Business beginning on December 1, 2009, the date of acquisition (see Note 3 - Changes in business). We...

  • Page 53
    ... million aggregate principal amount of 7.250% Senior Notes due 2019 We used the net proceeds for the acquisition of WellPoint's NextRx PBM Business (see Note 3 - Changes in business). See Note 7 - Financing for more information on our Senior Notes borrowings. Express Scripts 2011 Annual Report 51

  • Page 54
    ... interest coverage ratio and a maximum leverage ratio. At December 31, 2011, we believe we were in compliance in all material respects with all covenants associated with the bridge facility. See Note 7 - Financing for more information on the bridge facility. 52 Express Scripts 2011 Annual Report

  • Page 55
    ... with the closing of the merger. The gross liability for uncertain tax positions is $32.3 million and $56.4 million as of December 31, 2011 and 2010, respectively. We do not expect a significant payment related to these obligations to be made within the next twelve months. We are not able to provide...

  • Page 56
    ...statements listed in the index appearing under Item 15(1) present fairly, in all material respects, the financial position of Express Scripts, Inc. and its subsidiaries at December 31, 2011 and December 31, 2010, and the results of their operations and their cash flows for each of the three years in...

  • 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
    ....0 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...

  • Page 60
    ... of common stock, net of costs Common stock issued under employee plans, net of forfeitures and stock redeemed for taxes Amortization of unearned compensation under employee plans Exercise of stock options Tax benefit relating to employee stock compensation Balance at December 31, 2009 Comprehensive...

  • Page 61
    ... debt, net of discounts Treasury stock acquired 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...

  • Page 62
    ... information). Our integrated PBM services 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...

  • Page 63
    ... reported at fair value, which is based upon quoted market prices, with unrealized holding gains and losses reported through other comprehensive income, net of applicable taxes. We held no securities classified as available for sale at December 31, 2011 or 2010. Express Scripts 2011 Annual Report...

  • Page 64
    ... at cost. Customer contracts and relationships are valued at fair market value when acquired using the income method. Customer contracts and relationships related to our 10-year contract with WellPoint, Inc. (―WellPointâ€-) under which we provide pharmacy benefit management services to WellPoint...

  • Page 65
    .... Revenues from our PBM segment are earned by dispensing prescriptions from our home delivery and specialty pharmacies, processing claims for prescriptions filled by retail pharmacies in our networks, and providing services to drug manufacturers, including administration of discount programs...

  • Page 66
    ... 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 treated as a reduction of revenue. The portion of...

  • Page 67
    ... and best use. This statement is effective for financial statements issued for annual periods beginning on or after December 15, 2011. Adoption of the standard is not expected to have an impact on our financial position, results of operations, or cash flows. Express Scripts 2011 Annual Report 65

  • Page 68
    ...61 66 Express Scripts 2011 Annual Report (in millions) December 31, 2010 Carrying Fair Amount Value $ - $ 999.6 996.9 497.1 2,493.6 $ 1,056.0 1,116.0 586.3 2,758.3 3.125% senior notes due 2016(1) 3.500% senior notes due 2016(1) 4.750% senior notes due 2021(1) 5.250% senior notes due 2012(1) 6.250...

  • Page 69
    ... that the merger will be completed in the first half of 2012. Acquisitions. On December 1, 2009, we completed the purchase of 100% of the shares and equity interests of certain subsidiaries of WellPoint that provide pharmacy benefit management services the ―NextRx PBM Businessâ€-) in exchange for...

  • Page 70
    ...include 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...

  • Page 71
    ... fulfilling prescriptions from our home delivery dispensing pharmacy in Bensalem, Pennsylvania. We currently maintain the location and all necessary permits and licenses to be able to utilize the facility for business continuity planning purposes. We also maintain a non-dispensing order processing...

  • Page 72
    ... with business combinations in process during each respective period. Additionally, in accordance with applicable accounting guidance, amortization of $114.0 million for customer contracts related to the PBM agreement has been included as an offset to revenues for the years ended December 31, 2011...

  • Page 73
    ...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% for the new revolving facility, and the margin over the base rate options ranges from 0.25% to 0.75% for the term facility and 66 Express Scripts 2011 Annual Report 71

  • 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
    ... costs of $10.9 million for the issuance of the May 2011 Senior Notes are being amortized over 5 years. Financing costs of $29.9 million for the issuance of the November 2011 Senior Notes are being amortized over a weighted average period of 12.1 years. Express Scripts 2011 Annual Report 73

  • Page 76
    ...be required to redeem the $4.1 billion of senior notes issued in November 2011 at a redemption price equal to 101% of the aggregate principal amount of such notes, plus accrued and unpaid interest prior to their original maturities shown in the table above. $ 74 Express Scripts 2011 Annual Report

  • Page 77
    ... tax benefit from discontinued operations was $12.9 million, with a corresponding tax provision of $1.8 million in 2009. Our 2009 effective tax rate for discontinued operations also reflects the impact of changes in state effective rates on deferred tax assets and liabilities. Express Scripts 2011...

  • Page 78
    ... 2011 and 2010, respectively. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: (in millions) Balance at January 1 Additions for tax positions related to prior years Reductions for tax positions related to prior years Additions for tax positions related...

  • Page 79
    ...a price of $30.50 per share. The sale resulted in net proceeds of $1,569.1 million after giving effect to the underwriting discount and issuance costs of $44.4 million. We used the net proceeds for the acquisition of WellPoint's NextRx PBM Business (see Note 3 - Changes in business). We have a stock...

  • Page 80
    ... 30.0 million. The maximum term of stock options, SSRs, restricted stock and performance shares granted under the 2011 LTIP is 10 years. As of December 31, 2011, approximately 28.5 million shares of our common stock are available for issuance under this plan. 78 Express Scripts 2011 Annual Report

  • Page 81
    ... term of stock options, SSRs, restricted stock and performance shares granted under the 2000 LTIP is 10 years. The provisions of both the 2000 LTIP and 2011 LTIP allow employees to use shares to cover tax withholding on stock awards. Upon vesting of restricted stock and performance shares, employees...

  • Page 82
    ...cash flows. The tax benefit related to employee stock compensation recognized during the years ended December 31, 2011, 2010, and 2009 was $17.7 million, $18.1 million, and $16.6 million, respectively. The fair value of options and SSRs granted is estimated on the date of grant using a Black-Scholes...

  • Page 83
    ... that would make a loss contingency both probable and reasonably estimable. We disclose the amount of the accrual if the financial statements would be otherwise misleading, which was not the case for the years ended December 31, 2011, 2010 and 2009. Express Scripts 2011 Annual Report 81

  • Page 84
    ... segments. The following table presents information about our reportable segments, including a reconciliation of operating income from continuing operations to income before income taxes from continuing operations for the respective years ended December 31. 82 Express Scripts 2011 Annual Report

  • Page 85
    ... PBM EM Total 2011 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 2010 Product...

  • Page 86
    ...prescription drugs from our home delivery pharmacies and distribution of certain specialty and fertility drugs. EM product revenues consist of specialty distribution activities. PBM service revenues include administrative fees associated with the administration of retail pharmacy networks contracted...

  • Page 87
    ...respectively, $1,390.4 and $1,478.5 for the three months ended September 30, 2011 and 2010, respectively, and $1,412.6 and $1,493.0 for the three months ended December 31, 2011 and 2010, respectively. Restated to exclude the discontinued operations of PMG (3) Express Scripts 2011 Annual Report 85

  • 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
    ...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 As of December 31, 2010... $ Express Scripts 2011 Annual Report 87

  • Page 90
    ...net of tax Equity in earnings of 381.9 subsidiaries Net income (loss) $ 1,181.2 $ For the year ended December 31, 2009 Revenues $ ... (3.0) 2.9 (2.9) 1.0 (1.9) $ (312.2) $ 24,722.3 23,224.8 1,497.5 (189.1) 1,308.4 481.8 826.6 1.0 827.6 $ 314.1 $ (312.2) $ 88 Express Scripts 2011 Annual Report

  • Page 91
    ...: Purchase of property and equipment Other Net cash (used in) provided by investing activities Cash flows from financing activities: Proceeds from long-term debt, net of discounts Treasury stock acquired Deferred financing fees Net proceeds from employee stock plans Tax benefit relating to employee...

  • Page 92
    ... financing activities: 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...

  • Page 93
    ...) Express Scripts, Inc. $ Guarantors 385.2 NonGuarantors $ 13.6 Eliminations $ (312.2) Consolidated $ 1,771.5 For the year ended December 31, 2009 Net cash flows provided by (used in) operating activities Cash flows from investing activities: Acquisitions, net of cash acquired Purchase of...

  • Page 94
    ... to 101% of the aggregate principal amount of such notes, plus accrued and unpaid interest, prior to their original maturities. This issuance reduces the amount available for withdrawal under the bridge facility discussed in Note 7 - Financing to $2.4 billion. 92 Express Scripts 2011 Annual Report

  • Page 95
    ... financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter ended December 31, 2011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Express Scripts 2011 Annual Report...

  • Page 96
    ... 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-K, which contained the information under Part III, Items 10 through 14. 94 Express Scripts 2011 Annual Report

  • Page 97
    ...for the years ended December 31, 2011, 2010 and 2009 All other schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or the notes thereto. (3) List of Exhibits See Index to Exhibits on the pages below. The Company agrees...

  • Page 98
    96 Express Scripts 2011 Annual Report

  • Page 99
    Express Scripts 2011 Annual Report 97

  • Page 100
    ... TO EXHIBITS (Express Scripts, Inc. - Commission File Number 0-20199) Exhibit Number 2.12 Exhibit 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...

  • 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
    ... of restricted stock units by the Company under the Express Scripts, Inc. 2000 Long-Term Incentive Plan, incorporated by reference to Exhibit No. 10.4 to the Company's Current Report on Form 8 -K filed March 3, 2009. Description of Compensation Payable to Non-Employee Directors, incorporated by...

  • 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
    ... by reference to Exhibit 10.4 to the Company's Current Report on Form 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...

  • Page 105
    ... compensatory plan or arrangement. The Stock and Interest Purchase Agreement listed in Exhibit 2.1 and the Merger Agreement listed in Exhibit 2.2 (collectively, the ―Agreementsâ€-) are not intended to modify or supplement any factual disclosures about the parties thereto, including Express Scripts...

  • Page 106
    ...the value of $100 invested in: (1) Our Common Stock; (2) S&P 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...

  • Page 107
    ... | [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 President and Chief Financial Officer, Interpublic Group William L. Roper...

  • Page 108
    ...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 Reserved...