Express Scripts Completes Acquisition of CuraScript.

Business Editors/Health/Medical Writers

ST. LOUIS--(BUSINESS WIRE)--Jan. 30, 2004

Express Scripts, Inc. (Nasdaq:ESRX) announced today it has completed the acquisition of the capital stock of CuraScript Pharmacy, Inc. and CuraScript PBM Services, Inc., together comprising the business of CuraScript, which was announced in December 2003. CuraScript, headquartered in Orlando, Florida, is one of the nation's largest specialty pharmacy services companies.

Serving over 175 managed care organizations, 30 Medicaid programs and the Medicare program, CuraScript operates six specialty pharmacies throughout the United States. CuraScript has a broad product offering, with strong capabilities in oncology, rheumatoid arthritis, multiple sclerosis and other complex chronic therapies. It has a solid reputation for quality patient care and expertise in serving clients' needs in the specialty market, which will enhance Express Scripts' competitive positioning.

"We are very pleased to welcome CuraScript into Express Scripts," said Barrett Toan, chairman and chief executive officer. "This acquisition will deliver a number of strategic benefits to both companies and will enhance Express Scripts' ability to provide comprehensive clinical services in many disease states and improve the quality of care. CuraScript shares our client-centric focus for managing specialty drugs, and together we will be able to make the use of high-cost specialty drugs safer and more affordable for clients and patients."

After deducting merger-related costs, debt service charges, depreciation and amortization expenses and taxes, the acquisition is expected to add $0.02 to $0.03 to 2004 diluted earnings per share, and $0.10 to $0.15 to 2005 diluted earnings per share. The $335 million purchase price was financed with $210 million of cash on hand and the remainder with bank debt.

Express Scripts, Inc. is one of the largest PBM companies in North America providing PBM services to over 50 million members through facilities in eight states and Canada. Express Scripts serves thousands of client groups, including managed care organizations, insurance carriers, third-party administrators, employers and union-sponsored benefit plans.

Express Scripts provides integrated PBM services, including network pharmacy claims processing, mail pharmacy services, benefit design consultation, drug utilization review, formulary management, disease management, medical and drug data analysis services, and medical information management services. The Company also provides distribution services for specialty pharmaceuticals. Express Scripts is headquartered in St. Louis, Missouri. More information can be found at http://www.express-scripts.com, which includes expanded investor information and resources.

SAFE HARBOR STATEMENT

This press release contains forward-looking statements, including, but not limited to, statements related to the Company's plans, objectives, expectations (financial and otherwise) or intentions. Actual results may differ significantly from those projected or suggested in any forward-looking statements. Factors that may impact these forward-looking statements include but are not limited to:

-- risks associated with the acquisition of CuraScript, including

integration risks and costs, risks of client retention, and

risks associated with the operations of the acquired business.

-- risks associated with our ability to maintain our historic

growth rates, or to control operating or capital costs

-- continued pressure on margins resulting from client demands

for lower prices, enhanced service offerings and/or higher

service levels, and the possible termination of, or

unfavorable modification to, contracts with key clients or

providers

-- competition and continuing consolidation in the PBM industry,

and our ability to consummate contract negotiations with

prospective clients, as well as competition from new

competitors offering services that may in whole or in part

replace services that we now provide to our customers

-- risks associated with adverse economic conditions, which may

result in lower membership growth in existing clients or in

lower rates of utilization of prescription drugs

-- adverse results in regulatory matters, the adoption of new

legislation or regulations, more aggressive enforcement of

existing legislation or regulations, or a change in the

interpretation of existing legislation or regulations

(including, without limitation, the Compliance Guidance for

Pharmaceutical Manufacturers issued by the Office of Inspector

General of Health and Human Services relating to the Federal

Medicare/Medicaid Anti-Kickback Statute).

-- risks associated with the operations of acquired businesses,

including integration risks and costs, risks of client

retention and repricing of client contracts

-- increased compliance risks relating to our contracts with the

Department of Defense TRICARE Plan and various state

governments

-- risks arising from investigations of certain PBM practices and

pharmaceutical pricing, marketing and distribution practices

currently being conducted by the U.S. Attorney offices in

Philadelphia and Boston, the Attorney General of the State of

New York, and other regulatory agencies

-- the possible loss, or adverse modification of the terms, of

relationships with pharmaceutical manufacturers, or changes in

pricing, discount or other practices of pharmaceutical

manufacturers

-- adverse results in litigation, including a number of purported

class action cases challenging aspects of our business

practices

-- risks associated with the use and protection of the

intellectual property we use in our business

-- risks associated with our leverage and debt service

obligations, including the effect of certain covenants in our

borrowing agreements

-- risks associated with our ability to continue to develop new

products, services and delivery channels

-- general developments in the health care industry, including

the impact of increases in health care costs, changes in drug

utilization and cost patterns, introductions of new drugs and

conversion of prescription drugs to non-prescription (or

over-the-counter) status

-- uncertainties regarding the implementation and the ultimate

terms of proposed government initiatives, including a Medicare

prescription drug benefit

-- increase in credit risk relative to our clients due to adverse

economic trends

-- risks associated with our inability to attract and retain

qualified personnel

-- other risks described from time to time in our filings with

the SEC

We do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.