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Express Scripts Reports Record Third Quarter Earnings.


Business Editors & Health/Medical Writers

ST. LOUIS--(BUSINESS WIRE)--Oct. 23, 2002

Express Scripts, Inc. (Nasdaq:ESRX) announced third quarter net income before extraordinary items of $53.9 million, or 68 cents per diluted di·lute  
tr.v. di·lut·ed, di·lut·ing, di·lutes
1. To make thinner or less concentrated by adding a liquid such as water.

2. To lessen the force, strength, purity, or brilliance of, especially by admixture.
 share, an increase of 39 percent over the same quarter of 2001, excluding the amortization of goodwill.

Express Scripts generated $115.3 million of cash flow from operations Cash flow from operations

A firm's net cash inflow resulting directly from its regular operations (disregarding extraordinary items such as the sale of fixed assets or transaction costs associated with issuing securities), calculated as the sum of net income plus noncash expenses
 in the third quarter compared with $72.5 million in the same quarter last year. During the quarter, the company repaid $85.0 million of debt, and early in the fourth quarter, the company repaid an additional $55 million. Express Scripts repurchased 664,000 shares of common stock for $30.9 million during the third quarter. To date, the company has repurchased 5.1 million shares of common stock under its share repurchase Share Repurchase

A program by which a company buys back its own shares from the marketplace, reducing the number of outstanding shares. This is usually an indication that the company's management thinks the shares are undervalued.
 program, which was expanded to 10 million shares last quarter.

"The financial results for the quarter reflect the strength of our business model, which makes prescription drugs prescription drug Prescription medication Pharmacology An FDA-approved drug which must, by federal law or regulation, be dispensed only pursuant to a prescription–eg, finished dose form and active ingredients subject to the provisos of the Federal Food, Drug,  more affordable for the American American, river, 30 mi (48 km) long, rising in N central Calif. in the Sierra Nevada and flowing SW into the Sacramento River at Sacramento. The discovery of gold at Sutter's Mill (see Sutter, John Augustus) along the river in 1848 led to the California gold rush of  workforce and their employers," stated Barrett Barrett (sometimes spelled Barret or Barratt) is a surname that has been associated with several different people, places and organisations:

Barrett is a popular surname in south and west Ireland.
 Toan, chairman and chief executive officer. "Our business model is based on a win-win win-win
adj.
Of or being a situation in which the outcome benefits each of two often opposing groups: a win-win proposition for the buyer and the seller.
 situation - the savings we generate for our clients and members result in strong operating performance for our company. Express Scripts makes prescription drugs more affordable by securing discounts from drug manufacturers and retailers, helping plan sponsors and their members take advantage of those discounts, encouraging the use of more economical generic drugs generic drug, a drug sold or prescribed under the nonproprietary name of its active ingredients or under a generally descriptive name rather than under a brand or trade name.  and mail delivery, and promoting more appropriate use of prescription drugs."

Strong Operating Results

While the company enjoyed record operating results, the quarter was impacted by the anticipated loss of two clients. Prior to Express Scripts' acquisition of National Prescription Administrators NPA was formed in 1977 as a privately held full-service PBM. The company grew to become a leading provider for labor unions and government groups in the northeast United States. Express Scripts acquired NPA on April 22, 2002.  (NPA (1) (Numbering Plan Area) The Bellcore/Telcordia telephone area code system in use in the U.S., Canada, Alaska, Hawaii and islands in the Caribbean. See NPA code.

(2) (Network Professional Association, San Diego, CA, www.npanet.
), the State of Illinois Illinois, river, United States
Illinois, river, 273 mi (439 km) long, formed by the confluence of the Des Plaines and Kankakee rivers, NE Ill., and flowing SW to the Mississippi at Grafton, Ill. It is an important commercial and recreational waterway.
 notified NPA that the state would not renew with NPA. In addition, Express Scripts' contract with RightCHOICE Managed Care, Inc. was not renewed re·new  
v. re·newed, re·new·ing, re·news

v.tr.
1. To make new or as if new again; restore: renewed the antique chair.

2.
 following the acquisition of RightChoice by WellPoint Noun 1. wellpoint - a perforated tube driven into the ground to collect water from the surrounding area
well point

tube, tubing - conduit consisting of a long hollow object (usually cylindrical) used to hold and conduct objects or liquids or gases
 Health Networks Inc., which operates its own pharmacy pharmacy, art of compounding and dispensing drugs and medication. The term is also applied to an establishment used for such purposes. Until modern times medication was prepared and dispensed by the physician himself. In the 18th cent.  benefit manager subsidiary.

Revenues for the third quarter of 2002 were $3.4 billion, a 44 percent increase over $2.4 billion for the same quarter last year. This year-to-year increase is due primarily to increased rates of utilization of prescription drugs by members, the acquisition of NPA, and drug price inflation.

Mail pharmacy prescriptions increased to 7.0 million during the third quarter of 2002, a 30 percent increase compared with the same quarter last year. In addition, specialty distribution claims in the third quarter increased to 0.8 million, a 59 percent increase over last year's third quarter. Network pharmacy claims processed in the third quarter were 88.9 million, a 26 percent increase over the third quarter of 2001.

Network claims were slightly below the level experienced in the second quarter of 2002 reflecting normal seasonal utilization patterns and the loss of the two clients discussed above. While this resulted in slightly lower gross profits in the third quarter than the second quarter, selling, general and administrative expenses were reduced by a greater percentage, resulting in a 9 percent increase in operating income Operating Income

The profit realized from a business' own operations.

Notes:
This would not include income from things such as investments in other firms. Also referred to as operating profit or recurring profit.
 over the second quarter of 2002.

Generic versions of Prinivil Prin·i·vil

A trademark for the drug lisinopril.


lisinopril

Carace (UK), Prinivil, Zestril

Pharmacologic class: Angiotensin-converting enzyme (ACE) inhibitor

Therapeutic class:
 and Zestril Zes·tril

A trademark for the drug lisinopril.


lisinopril

Carace (UK), Prinivil, Zestril

Pharmacologic class: Angiotensin-converting enzyme (ACE) inhibitor

Therapeutic class:
 became available in July July: see month.  2002, which contributed to a continued increase in overall generic utilization. In the third quarter of 2002, generic drugs comprised 46.0 percent of total retail prescriptions filled compared to 43.7 percent in the second quarter, while in the mail, generics were 36.3 percent compared to 34.0 percent last quarter.

Selling general and administrative expenses decreased from the second quarter mainly as a result of the completion of the integration of the legacy Express Scripts, ValueRx and Diversified diversified (di·verˑ·s  Pharmaceuticals Services claims processing platforms. Express Scripts eliminated three claims processing platforms in three years, and during the third quarter transferred the last tier of clients from its remaining legacy system to the company's Anchor adjudication The legal process of resolving a dispute. The formal giving or pronouncing of a judgment or decree in a court proceeding; also the judgment or decision given. The entry of a decree by a court in respect to the parties in a case.  platform. The company's legacy operating system operating system (OS)

Software that controls the operation of a computer, directs the input and output of data, keeps track of files, and controls the processing of computer programs.
 was retired at the end of the second quarter, which reduced depreciation expense in the third quarter of 2002.

Increased mail penetration and higher levels of generic utilization have had a positive impact on the profitability per claim. EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become  per adjusted claim was $1.02 for the third quarter of 2002, a 10 percent over the third quarter of 2001.

Extraordinary losses on the early retirement of debt of $0.5 million, net of tax, and $0.4 million, net of tax, were incurred for the third quarter of 2002 and 2001, respectively.

Increased Earnings Guidance

Express Scripts previously announced that it expects full-year 2002 diluted earnings per share diluted earnings per share

An earnings measure calculated by dividing net income less preferred stock dividends for a period by the average number of shares of common stock that would be outstanding if all convertible securities were converted into shares of
 to be in the $2.53 to $2.56 range. The increased guidance reflects:
-- Growth of mail pharmacy services

-- Increased generic utilization, which benefits both clients and members, and

-- Benefits from the acquisition of NPA


Express Scripts also raised guidance for 2003 partially due to strong results to date from its 2003 selling season; most new sales were for fully integrated services In computer networking, IntServ or integrated services is an architecture that specifies the elements to guarantee quality of service (QoS) on networks. IntServ can for example be used to allow video and sound to reach the receiver without interruption. . The company believes its 2003 diluted earnings per share will be in the $3.10 to $3.20 range. Financial performance for 2003 will be dependent, among other things, on year-end year-end also year·end
n.
The end of a year.

adj.
Occurring or done at the end of the year: a year-end audit.

Noun 1.
 sales results, increase in mail pharmacy prescriptions, generic utilization, growth in specialty distribution services, and the successful integration of NPA. The company's guidance for 2003 assumes the loss of a contract with a large managed care organization for mail pharmacy services only.

Specialty Distribution Expands Product Offering

Orphan orphan: see adoption; foundling hospital; guardian and ward.


See widow & orphan.
Orphan
See also Abandonment.

Adverse, Anthony

finally, at middle age, discovers origins. [Am. Lit.
 Medical, Inc. selected Express Scripts' Specialty Distribution Subsidiary (SDS 1. (company) SDS - Scientific Data Systems.
2. (tool) SDS - Schema Definition Set.
) to be the sole distributor of Xyrem This article describes the status of Xyrem as a prescription drug. To learn about the chemical and its biological mode of action, see the article on gamma-hydroxybutyric acid.  (R)(sodium oxybate sodium oxybate Gamma-hydroxybutyrate, Xyrem® Neurology A neuropharmacologic used to manage narcolepsy and cataplexy, which causes abrupt loss of muscle control. See Date rape drug. ) oral solution. Xyrem (R) was approved for the treatment of cataplexy cataplexy /cat·a·plexy/ (kat´ah-plek?se) a condition marked by abrupt attacks of muscular weakness and hypotonia triggered by such emotional stimuli as mirth, anger, fear, etc., often associated with narcolepsy. , a debilitating de·bil·i·tat·ing
adj.
Causing a loss of strength or energy.


Debilitating
Weakening, or reducing the strength of.

Mentioned in: Stress Reduction
 symptom symptom /symp·tom/ (simp´tom) any subjective evidence of disease or of a patient's condition, i.e., such evidence as perceived by the patient; a change in a patient's condition indicative of some bodily or mental state.  associated with narcolepsy narcolepsy, a sleep disorder characterized by excessive daytime sleepiness and recurring unwanted episodes of sleep ("sleep attacks"). People with narcolepsy may abruptly fall asleep at almost any time, including while talking, eating, or even walking. , a chronic, neurological neurological, neurologic

pertaining to or emanating from the nervous system or from neurology.


neurological assessment
evaluation of the health status of a patient with a nervous system disorder or dysfunction.
 sleep disorder Sleep disorder
Any condition that interferes with sleep. At least 84 have been identified, according to the American Sleep Disorders Association.

Mentioned in: Insomnia, Night Terrors
. Patients with cataplexy experience a sudden loss of muscle tone triggered by strong emotions such as laughter, anger, fright or surprise, and in severe attacks, the patient may collapse and be unable to move for up to several minutes. Since the medicine is a Schedule III Schedule III or Schedule 3 is a legal category assigned to substances in certain jurisdictions:
  • In Australia: Schedule 3
  • In Canada: Schedule III (Canada)
  • In Estonia: Narcotic Drugs and Psychotropic Substances Act (Estonia)
 controlled substance controlled substance n. a drug which has been declared by federal or state law to be illegal for sale or use, but may be dispensed under a physician's prescription. , Orphan Medical has developed a system that makes Xyrem available to patients exclusively from SDS. SDS will provide pharmacy services to patients, collect patient-registry information, provide reimbursement Reimbursement

Payment made to someone for out-of-pocket expenses has incurred.
 support, distribute information materials, and serve as a resource for product and educational information.

Express Scripts Included in Fortune's 100 Fastest Growing Companies

Express Scripts was ranked among the 100 fastest-growing companies in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area.  by Fortune Magazine, published in the September September: see month.  2, 2002 issue. The ranking was based on sales and earnings per share growth (minimum of 25 percent to be considered) and total return to investors over the last three years. In the survey, Express Scripts placed 65th overall -ranking 35th in revenue growth, 76th in earnings per share growth, and 66th in total return - representing three-year average annual rates of 50%, 35% and 19%, respectively.

Express Scripts, Inc. is one of the largest pharmacy benefit management A Pharmacy Benefit Manager (PBM) is a third party administrator of prescription drug programs. They are primarily responsible for processing and paying prescription drug claims.  (PBM PBM - play by mail. See play by electronic mail. ) companies in North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere.  providing PBM services to over 50 million members through facilities in eight states and Canada Canada (kăn`ədə), independent nation (2001 pop. 30,007,094), 3,851,787 sq mi (9,976,128 sq km), N North America. Canada occupies all of North America N of the United States (and E of Alaska) except for Greenland and the French islands of . 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 drug utilization review Health insurance A study of drug prescriptions to evaluate appropriateness and cost-effectiveness of drug therapy , formulary formulary /for·mu·lary/ (for´mu-lar?e) a collection of recipes, formulas, and prescriptions.

National Formulary  see under N.


for·mu·lar·y
n.
 management, disease management, medical and drug data analysis services, medical information management services and informed decision counseling services through its Express Health Line SM division. The company also provides distribution services for specialty pharmaceuticals through its Specialty Distribution subsidiary and sampling services through its Phoenix subsidiary. Express Scripts is headquartered in St. Louis Louis, titular duke of Burgundy
Louis, 1682–1712, titular duke of Burgundy; grandson of King Louis XIV of France. He became heir to the throne on the death (1711) of his father, Louis the Great Dauphin.
, Missouri Missouri, state, United States
Missouri (mĭzr`ē, –ə), one of the midwestern states of the United States.
. More information can be found at http://www.express-scripts.com, which includes expanded investor information and resources.

SAFE HARBOR Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
 STATEMENT

This press release contains forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
, 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 our acquisitions of Phoenix Marketing

Group (Holdings), Inc. and NPA, including integration risks

and costs, risks of client retention and repricing Repricing

To change the price of an asset. In derivatives, it sometimes refers to the exchange of options of with different strike prices.


repricing 
 of client

contracts, and risks associated with the operations of

acquired businesses

-- risks associated with our ability to maintain internal growth

rates, or to control operating or capital costs

-- continued pressure on margins resulting from client demands

for lower prices, enhanced service Enhanced service is service offered over commercial carrier transmission facilities used in interstate communications, that employs computer processing applications that act on the format, content, code, protocol, or similar aspects of the subscriber's transmitted information;  offerings and/or and/or  
conj.
Used to indicate that either or both of the items connected by it are involved.

Usage Note: And/or is widely used in legal and business writing.
 higher

service levels, and the possible termination of, or

unfavorable modification to, contracts with key clients or

providers

-- competition in the PBM industry, and our ability to consummate To carry into completion; to fulfill; to accomplish.

A Common-Law Marriage is consummated when the parties live in a manner intended to bring about public recognition of their relationship as Husband and Wife.


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

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

legislation or regulations (including increased costs

associated with compliance with new laws New Laws: see Las Casas, Bartolomé de.  and regulations, such

as privacy regulations under the Health Insurance Portability

and Accountability Act There are a number of piece of legislation known as the Accountability Act:
  • Canada's Federal Accountability Act
  • The American Syria Accountability Act,
  • Darfur Peace and Accountability Act
  • Health Insurance Portability and Accountability Act
 (HIPAA (Health Insurance Portability & Accountability Act of 1996, Public Law 104-191) Also known as the "Kennedy-Kassebaum Act," this U.S. law protects employees' health insurance coverage when they change or lose their jobs (Title I) and provides standards for patient health, )), more aggressive enforcement

of existing legislation or regulations, or a change in the

interpretation of existing legislation or regulations

-- increased compliance risks relating to relating to relate prepconcernant

relating to relate prepbezüglich +gen, mit Bezug auf +acc 
 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 Philadelphia, ancient cities
Philadelphia, name of several ancient cities. One was in Lydia, W Asia Minor (now W Turkey). At the foot of Mt. Tmolus and near the location of modern Alaşehir, it was founded in the 2d cent. B.C.
 and Boston Boston, town, England
Boston, town (1991 pop. 26,495), E central England, on the Witham River. Boston's fame as a port dates from the 13th cent., when it was a Hanseatic port trading wool and wine. Having recovered from a decline in the 18th and 19th cent.
 and other regulatory agencies regulatory agency

Independent government commission charged by the legislature with setting and enforcing standards for specific industries in the private sector. The concept was invented by the U.S.


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

our relationships with pharmaceutical manufacturers, or

changes in pricing, discount or other practices of

pharmaceutical manufacturers

-- adverse results in litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute.

When a person begins a civil lawsuit, the person enters into a process called litigation.
, including a pending case which

purports to be a class action, challenging Express Scripts'

business practices under the Employee Retirement Income

Security Act (ERISA See Employee Retirement Income Security Act.

ERISA

See Employee Retirement Income Security Act (ERISA).
)

-- 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 and introductions of new drugs

-- uncertainties regarding the implementation and the ultimate

terms of proposed government initiatives, including a Medicare Medicare, national health insurance program in the United States for persons aged 65 and over and the disabled. It was established in 1965 with passage of the Social Security Amendments and is now run by the Centers for Medicare and Medicaid Services.

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 Securities and Exchange Commission

We do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances CIRCUMSTANCES, evidence. The particulars which accompany a fact.
     2. The facts proved are either possible or impossible, ordinary and probable, or extraordinary and improbable, recent or ancient; they may have happened near us, or afar off; they are public or
 after the date hereof here·of  
adv.
Of this.


hereof
Adverb

Formal or law of or concerning this

Adv. 1. hereof - of or concerning this; "the twigs hereof are physic"
 or to reflect the occurrence of unanticipated events.


                         Express Scripts, Inc.

            Unaudited Consolidated Statement of Operations
                 (in Thousands, Except Per Share Data)

                         Three months ended       Nine months ended
                             September 30,           September 30,
                       ----------------------  ----------------------
                          2002        2001        2002        2001
                       ----------  ----------  ----------  ----------
Revenues               $3,426,198  $2,381,252  $9,577,905  $6,719,135
Cost of revenues        3,214,736   2,236,799   8,979,682   6,279,499
                       ----------  ----------  ----------  ----------
Gross profit (1)          211,462     144,453     598,223     439,636
Selling, general and
 administrative (1)       112,162      84,222     329,860     266,610
                       ----------  ----------  ----------  ----------
Operating income           99,300      60,231     268,363     173,026
                       ----------  ----------  ----------  ----------
Other (expense) income:
  Undistributed loss
   from joint venture      (1,224)       (435)     (3,294)     (1,093)
  Interest income           1,391       1,837       3,770       5,521
  Interest expense        (11,753)     (8,417)    (31,535)    (26,190)
                       ----------  ----------  ----------  ----------
                          (11,586)     (7,015)    (31,059)    (21,762)
                       ----------  ----------  ----------  ----------
Income before income
 taxes                     87,714      53,216     237,304     151,264
Provision for income
 taxes                     33,777      20,653      90,698      60,378
                       ----------  ----------  ----------  ----------
Income before
 extraordinary items       53,937      32,563     146,606      90,886
Extraordinary items,
 net of taxes                (495)       (372)       (495)       (372)
                       ----------  ----------  ----------  ----------
Net income                $53,442     $32,191    $146,111     $90,514
                       ==========  ==========  ==========  ==========

Basic earnings per
 share (2):
  Before extraordinary
   items                    $0.70       $0.41       $1.88       $1.16
  Extraordinary items      $(0.01)       $ --      $(0.01)       $ --
                       ----------  ----------  ----------  ----------
  Net income                $0.69       $0.41       $1.87       $1.16
                       ==========  ==========  ==========  ==========

Weighted average number
 of common shares
 outstanding during the
 period - basic (2)        77,829      78,382      77,962      77,978
                       ==========  ==========  ==========  ==========

Diluted earnings per
 share (2):
  Before extraordinary
   items                    $0.68       $0.40       $1.84       $1.13
  Extraordinary items      $(0.01)       $ --      $(0.01)       $ --
                       ----------  ----------  ----------  ----------
  Net income                $0.67       $0.40       $1.83       $1.13
                       ==========  ==========  ==========  ==========

Weighted average number
 of common shares
 outstanding during the
 period - diluted (2)      79,449      80,612      79,786      80,156
                       ==========  ==========  ==========  ==========


Reconciliation of prior
 year under FAS 142
  Goodwill amortization,
   net of tax                          $6,543                 $19,625
  Net income before
   extraordinary items                $39,106                $110,511
  Extraordinary items,
   net of tax                           $(372)                  $(372)
  Net income                          $38,734                $110,139
  Net income before
   extraordinary items
   per share:
    Basic                               $0.50                   $1.42
    Diluted                             $0.49                   $1.38
  Net income per share:
    Basic                               $0.49                   $1.41
    Diluted                             $0.48                   $1.37

EBITDA (3)               $112,498     $80,869    $334,836    $231,864
                       ==========  ==========  ==========  ==========

See Notes to Unaudited Consolidated Statement of Operations



                         EXPRESS SCRIPTS, INC.

        Notes to Unaudited Consolidated Statement of Operations
                            (in thousands)

General: Certain reclassifications have been made to prior years
financial statements to conform with the current quarter's
presentation.

    (1) Includes depreciation and amortization expense of:

                                    3 months ended    9 months ended
                                     September 30,     September 30,
                                    ---------------  ----------------
                                      2002    2001     2002     2001
                                    ------  -------  -------  -------

Gross Profit                        $5,691   $4,506  $22,663  $11,557
Selling, general and administrative $7,507  $16,132  $43,810  $47,281


    (2) Earnings per share and weighted average shares outstanding
        have been restated to reflect the two-for-one stock split
        effective June 22, 2001.

    (3) EBITDA is earnings before other income (expense), taxes,
        depreciation and amortization, or operating income plus
        depreciation and amortization. EBITDA is presented because it
        is a widely accepted indicator of a company's ability to incur
        and service indebtedness. EBITDA, however, should not be
        considered as an alternative to net income as a measure of
        operating performance, as an alternative to cash flow or a
        measure of liquidity. In addition, our calculation of EBITDA
        may not be identical to that used by other companies.



                        EXPRESS SCRIPTS, INC.

                 Unaudited Consolidated Balance Sheet
                            (in thousands)

                                             September 30, December 31,
                                                 2002         2001
                                             ------------  -----------
ASSETS
Current assets
  Cash and cash equivalents                      $161,598    $177,715
  Receivables, net                                994,787     883,827
  Inventories                                     123,671     122,375
  Other current assets                             37,460      29,286
                                               ----------  ----------
    Total current assets                        1,317,516   1,213,203

Property and equipment, net                       156,647     165,263
Goodwill, net                                   1,381,833     942,280
Other intangible assets, net                      251,926     165,349
Other assets                                       16,144      14,150
                                               ----------  ----------

Total assets                                   $3,124,066  $2,500,245
                                               ==========  ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Claims and rebate payable                    $1,011,136    $910,360
  Other current liabilities                       431,527     335,257
                                               ----------  ----------
    Total current liabilities                   1,442,663   1,245,617

Long-term debt                                    620,884     346,119
Other long-term liabilities                        89,741      76,512
                                               ----------  ----------
    Total liabilities                           2,153,288   1,668,248

Total stockholders' equity                        970,778     831,997
                                               ----------  ----------

Total liabilities and stockholders' equity     $3,124,066  $2,500,245
                                               ==========  ==========



                         EXPRESS SCRIPTS, INC.
       Unaudited Condensed Consolidated Statement of Cash Flows
                            (in thousands)

                                                     9 months ended
                                                      September 30,
                                                   ------------------
                                                     2002      2001
                                                   --------  --------

Cash flow from operating activities:
Net income                                         $146,111   $90,514
Adjustments to reconcile net income to
 net cash provided by operating activities:
  Depreciation and amortization                      66,473    58,838
  Other                                              98,254    18,700
                                                   --------  --------
Net cash provided by operating activities:          310,838   168,052
                                                   --------  --------

Cash flows from investing and financing activities:
  Purchases of property and equipment               (32,472)  (36,830)
  Acquisitions and joint venture                   (521,103)  (19,582)
  Treasury stock acquired                           (66,840)  (27,055)
  Repayment of long-term debt                      (150,000)  (50,000)
  Proceeds from long-term debt                      425,000        --
  Other                                              18,460    17,031
                                                   --------  --------
Net cash used in investing and
 financing activities                              (326,955) (116,436)
                                                   --------  --------

Net (decrease) increase in cash and
 cash equivalents                                   (16,117)   51,616

Cash and cash equivalents at beginning
 of period                                          177,715    53,204
                                                   --------  --------

Cash and cash equivalents at end
 of period                                         $161,598  $104,820
                                                   ========  ========



                         EXPRESS SCRIPTS, INC.
                                Table 1
                    Unaudited Operating Statistics
                   (in thousands, except per claim)

                                  3 months    3 months    3 months
                                    ended       ended       ended
                                 09/30/2002  06/30/2002  03/31/2002
                                 ----------  ----------  ----------

Drug Spending
---------------------------------
PBM                              $5,629,335  $5,539,571  $4,636,790
Specialty Dist. (SDS)               353,693     328,938     290,081
                                 ----------  ----------  ----------
   Total                         $5,983,028  $5,868,509  $4,926,871
                                 ==========  ==========  ==========

Revenue Detail
---------------------------------
PBM revenues (1)                 $3,382,600  $3,360,382  $2,720,200
Non-PBM revenues                     43,598      42,256      28,869
                                 ----------  ----------  ----------
Total revenues                   $3,426,198  $3,402,638  $2,749,069
                                 ==========  ==========  ==========

Per Claim
---------------------------------
Network revenue/claim                $26.89      $26.05      $23.95
Mail revenue/claim                  $139.50     $137.87     $130.91

Claims Detail
---------------------------------
Network                              88,869      91,610      80,112
SDS                                     794         759         666
Mail                                  7,036       6,967       6,039
                                 ----------  ----------  ----------
Total claims                         96,699      99,336      86,817
                                 ==========  ==========  ==========
Adjusted claims (3)                 110,771     113,270      98,895
                                 ==========  ==========  ==========

Margin Analysis
---------------------------------
Gross profit margin                     6.2%        6.2%        5.8%
EBITDA margin                           3.3%        3.4%        3.4%

Per Adjusted Claim
---------------------------------
Drug spend                           $54.01      $51.81      $49.82
Gross profit                           1.91       $1.87       $1.62

EBITDA                                 1.02       $1.01       $0.94


                                  3 months    3 months    3 months
                                    ended       ended       ended
                                 12/31/2001  09/30/2001  06/30/2001
                                 ----------  ----------  ----------

Drug Spending
---------------------------------
PBM                              $4,486,130  $3,914,546  $3,856,119
Specialty Dist. (SDS)               251,746     183,299     172,918
                                 ----------  ----------  ----------
   Total                         $4,737,876  $4,097,845  $4,029,037
                                 ==========  ==========  ==========

Revenue Detail
---------------------------------
PBM revenues (1)                 $2,590,515  $2,367,019  $2,228,852 (2)
Non-PBM revenues                     19,132      14,233      18,491
                                 ----------  ----------  ----------
Total revenues                   $2,609,647  $2,381,252  $2,247,343
                                 ==========  ==========  ==========

Per Claim
---------------------------------
Network revenue/claim                $23.40      $24.01      $22.46
Mail revenue/claim                  $123.75     $122.37     $126.06

Claims Detail
---------------------------------
Network                              79,967      70,373      71,311
SDS                                     581         500         436
Mail                                  5,714       5,404       4,879
                                 ----------  ----------  ----------
Total claims                         86,262      76,277      76,626
                                 ==========  ==========  ==========
Adjusted claims (3)                  97,690      87,085      86,384
                                 ==========  ==========  ==========

Margin Analysis
---------------------------------
Gross profit margin                     6.0%        6.1%        6.7%(4)
EBITDA margin                           3.3%        3.4%        3.4%(4)

Per Adjusted Claim
---------------------------------
Drug spend                           $48.50      $47.06      $46.64
Gross profit                          $1.60       $1.66       $1.74

EBITDA                                $0.87       $0.93       $0.89

See Notes to Unaudited Operating Statistics


                        Selected Ratio Analysis
                                Table 2

                                   As of       As of       As of
                                 09/30/2002  06/30/2002  03/31/2002
                                 ----------  ----------  ----------

Debt to EBITDA ratio (1)               1.5x        1.8x        1.0x
Interest coverage ratio (1)           10.6x       10.7x       10.2x
Debt to enterprise value               12.8%       15.2%        7.2%
Debt to capitalization                 39.0%       42.8%       28.3%

                                    As of       As of       As of
                                 12/31/2001  09/30/2001  06/30/2000
                                 ----------  ----------  ----------

Debt to EBITDA ratio (1)               1.1x        1.1x        1.4x
Interest coverage ratio (1)            9.3x        8.4x        7.5x
Debt to enterprise value                8.7%        7.4%        8.4%
Debt to capitalization                 29.4%       29.8%       33.3%

    (1) Uses financial information for the twelve months ended



                        EXPRESS SCRIPTS, INC.

                                 Notes


Unaudited Operating Statistics (excludes non-recurring items)

General:  Certain reclassifications have been made to prior years and
prior quarter's financial statements to conform with the current
quarter's presentation


    (1) Our PBM revenues generally include administrative fees,
        dispensing fees and ingredient costs of pharmaceuticals
        dispensed from retail pharmacies included in one of our
        networks or from one of our mail pharmacies, and the
        associated costs are recorded in cost of revenues (the Gross
        Basis). Where we only administer the contracts between our
        clients and the clients' retail pharmacy networks we record as
        revenues only the administrative fee we received from our
        activities (the Net Basis).

    (2) This increase primarily reflects the transfer of clients to
        pharmacy networks managed by us (Gross Basis -- see footnote
        1); higher utilization and drug costs; and new membership.

    (3) Adjusted claims represent network claims plus mail claims,
        which are multiplied by 3, as mail claims are typically 90 day
        scripts and network claims are generally 30 day scripts.

    (4) Margin analysis is not indicative of profitability -- margins
        are greatly impacted by the transfer of clients to pharmacy
        networks managed by us (Gross Basis) from the clients' network
        (Net Basis). When we process claims for a client's pharmacy
        network, all we record as revenue is an administrative fee
        (Net Basis). When a client is transferred to one of our
        networks, we charge the administrative fee and a fee for
        managing the pharmacy network. In addition, we gross up
        revenues and cost of revenues to include the ingredient cost
        (Gross Basis). Thus, while the margin percentage appears to
        decline because revenues are grossed up for the ingredient
        cost, our actual profit per claim and net income improves due
        to the fee we receive for managing the pharmacy network.

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