Express Scripts Announces 2017 Second Quarter Results

ST. LOUIS, July 25, 2017 /PRNewswire/ -- Express Scripts Holding Company (Nasdaq: ESRX) announced 2017 second quarter net income of $801.8 million or $1.37 per diluted share. 2017 second quarter adjusted earnings per diluted share was $1.73.*

"We leverage the power and potential of our independent model to succeed in the areas of healthcare that patients and clients value most," said Tim Wentworth, President and CEO, Express Scripts. "In just the past quarter, we launched two new ways to deliver more value directly to members at the point of sale, increased our ability to lower drug prices via a new group purchasing organization agreement, acquired a leading workers' compensation benefits company, and introduced novel SafeGuardRx solutions to address complex, expensive illnesses. These are just a few highlights, but they underline the unique value of our flexibility, innovation and independence: only Express Scripts can partner with anyone in the supply chain at any time to deliver better value to patients, clients and shareholders."

"We are currently developing a multi-year, enterprise-wide initiative to transform our organization by the end of 2021," added Eric Slusser, Chief Financial Officer. "We are investing to deliver an improved experience with better engagement and greater efficiency, which will evolve the way we do business with patients, providers and our clients. Based on our work to date, we estimate the initiative will deliver savings of approximately $550 million to $600 million annually by 2021. This initiative will also allow us to continue tackling the challenges plan sponsors face in an increasingly complex healthcare environment with an industry-leading cost position," said Slusser.

Second Quarter 2017 Results

The following compares second quarter 2017 and 2016 operating results:

    --  Adjusted claims of 350.0 million, flat - See Table 1
    --  GAAP net income of $801.8 million, up 11%
    --  GAAP earnings per diluted share of $1.37, up 21%
    --  EBITDA of $1,824.1 million, up 1% - See Table 3
    --  EBITDA per adjusted claim of $5.21, up 1% - See Table 3
    --  Adjusted net income of $1,011.6 million, up 1% - See Tables 5 and 5A
    --  Adjusted earnings per diluted share of $1.73, up 10% - See Table 4
    --  Net cash flow provided by operating activities of $1,081.2 million, up
        146%

As expected, revenue and operating income of $52.6 million related to the Anthem contract was realized in the second quarter of 2017 compared to $106.6 million in the second quarter of 2016 due to the structure of the contract. See the table below for 2017 second quarter financial results attributable to Anthem.

2017 Guidance

The Company increased its guidance for 2017 adjusted earnings per diluted share from a range of $6.90 to $7.04 to a range of $6.95 to $7.05, which represents growth of 10% over 2016 adjusted earnings per diluted share results at the mid-point of the range.

The Company expects total adjusted claims for the third quarter of 2017 to be in the range of 340 million to 350 million. Adjusted earnings per diluted share for the third quarter of 2017 is estimated to be in the range of $1.88 to $1.92, which represents growth of 8% to 10% over the third quarter of 2016.

Additional details on this guidance can be found in Table 6. For a discussion of the financial measures presented herein which are not calculated or presented in accordance with U.S. generally accepted accounting principles ("GAAP"), see "Supplemental Information Regarding Non-GAAP Financial Measures" below.

Contribution of Anthem, Coventry and Catamaran

As previously disclosed, while Anthem has not provided formal written notice that it does not intend to renew its contract with the Company, based on statements in conversations with Anthem management and other actions taken by Anthem, the Company believes it is unlikely its contract with Anthem will be extended. The table below provides the portion of our estimated 2017 second quarter financial results attributable to Anthem (also see Tables 7 and 8 for further details of 2017 second quarter and 2016 full year financial results attributable to Anthem). In addition to disclosing the estimated impact of the Anthem contribution, the tables below include the estimated contribution of the Company's remaining business with Coventry and Catamaran, both of which were acquired and are rolling off the Company's book of business. The Company is providing this information to assist in an analysis of the underlying performance of the Company's core PBM business, excluding the contributions from Coventry and Catamaran, to which we refer together as the "Transitioning Clients," as well as Anthem.

Second Quarter 2017 Overview


    (in millions, except per claim data)                      Q2 2017               Anthem and Transitioning
                                                                                          Clients(1)            Q2 2017
                                                           (Consolidated,                                       (Excluding
                                                            as reported)                                        Anthem and
                                                                                                              Transitioning
                                                                                                               Clients)(1)
    ---                                                                                                         ----------

                                        Q2 2017*              Q2 2017
                                    (Attributable to      (Attributable to
                                        Anthem)          Transitioning
                                                            Clients)
    ---                                                     -------

    Adjusted claims                                      350.0                 58.4                       0.7           290.9
    ---------------                                      -----                 ----                       ---           -----

    Revenues(2)                                      $25,347.5             $4,739.1                    $148.4       $20,460.0
    ----------                                       ---------             --------                    ------       ---------

    Net Income                                          $801.8                  N/A                      N/A            N/A
    ----------                                          ------                  ---                      ---            ---

    EBITDA(3)                                         $1,824.1               $609.1                     $44.4        $1,170.6
    --------                                          --------               ------                     -----        --------

    EBITDA per adjusted claim(3)                         $5.21               $10.43                       N/A          $4.02
    ---------------------------                          -----               ------                       ---          -----

    * Includes $52.6 million
     payment related to the
     structure of the Anthem
     contract.

    See "Footnotes to Press
     Release," below.

In the second quarter of 2017 our core PBM business, excluding Anthem and the Transitioning Clients, had EBITDA growth of 6.0% and EBITDA per adjusted claim growth of 5.8% when compared to the second quarter of 2016 (see Table 7).

Business Outlook

The Company is updating its expected 2018 retention rate for the 2017 selling season to be in the range of 94% to 96%, excluding the impact of the remaining Coventry business rolling off in 2017.

The Company's enterprise value initiative is currently estimated to cost approximately $600 million to $650 million and to deliver cumulative savings of nearly $1.2 billion by 2021. This initiative is expected to help the Company achieve its targeted Core PBM compounded annual EBITDA growth rate from 2017-2020 of 2% to 4% and drive significant value to all of our patients and clients beginning in 2018. The Company expects to formalize the plan for our enterprise value initiative by the end of 2017.

Conference Call Details

The Company will hold its quarterly conference call to discuss 2017 second quarter financial results and the other matters discussed in this press release on Wednesday, July 26, 2017, at 8:30 a.m. EDT (7:30 a.m. CDT). The call includes a slide presentation and is being webcast via the Internet and can be accessed at the Investor Relations section of Express Scripts' web site at http://www.express-scripts.com/corporate.

About Express Scripts

Express Scripts puts medicine within reach of tens of millions of people by aligning with plan sponsors, taking bold action and delivering patient-centered care to make better health more affordable and accessible.

Headquartered in St. Louis, Express Scripts provides integrated pharmacy benefit management services, including network-pharmacy claims processing, home delivery pharmacy care, specialty pharmacy care, specialty benefit management, benefit-design consultation, drug utilization review, formulary management, and medical and drug data analysis services. Express Scripts also distributes a full range of biopharmaceutical products and provides extensive cost-management and patient-care services.

For more information, visit Lab.Express-Scripts.com or follow @ExpressScripts on Twitter.

Supplemental Information Regarding Non-GAAP Financial Measures

The following provides supplemental information regarding the non-GAAP financial measures presented herein, including the reconciliation of such measures to the most directly comparable financial measures calculated in accordance with GAAP. Adjusted earnings per diluted share (or adjusted EPS), EBITDA, adjusted EBITDA, EBITDA per adjusted claim, adjusted EBITDA per adjusted claim, adjusted net income, adjusted income before income taxes, adjusted gross profit and adjusted selling, general and administrative are non-GAAP financial measures presented herein, are not calculated or presented in accordance with GAAP, and should be considered in addition to, but not as a substitute for, or superior to, financial measures prepared in accordance with GAAP. The Company believes that these non-GAAP financial measures provide management and investors with useful information about the earnings impact of certain expenses and are useful for (i) comparison of our earnings to those of other companies; (ii) a better understanding of the Company's ongoing core performance; (iii) planning and forecasting for future periods; and (iv) assessing period-to-period performance trends. Management assesses the Company's operating performance using EBITDA and adjusted EBITDA in order to better isolate the impact of certain expenses that may not be comparable between periods or indicative of the ongoing performance of our core operations. EBITDA per adjusted claim and adjusted EBITDA per adjusted claim provide management and investors with useful information about the earnings and performance of the Company on a per unit basis.

2017 Guidance Information: Due to the inherent difficulty of forecasting the timing and amount of certain items that would impact EPS and net income, including discrete tax items, the Company is unable to reasonably estimate the related impact of such items to EPS and net income, the GAAP financial measures most directly comparable to adjusted EPS and EBITDA, respectively. Accordingly, the Company is unable to provide a reconciliation of 2017 guidance for either adjusted EPS to EPS or EBITDA to net income. For the same reasons, the Company is unable to address the probable significance of the unavailable information, which could have a significant impact on the Company's third quarter and full-year 2017 GAAP financial results. With respect to adjusted EPS, amortization of intangible assets is expected to be approximately $0.40 and $1.57 per share for the third quarter and full-year 2017, respectively.

Financial Information for Anthem and Transitioning Clients and our Core PBM Business: The financial measures attributable to Anthem, the Transitioning Clients and our Core PBM Business presented herein, including EBITDA, adjusted EBITDA, EBITDA per adjusted claim and adjusted EBITDA per adjusted claim are also non-GAAP financial measures. These measures are not calculated or presented in accordance with GAAP, and should be considered in addition to, but not as a substitute for, or superior to, financial measures prepared in accordance with GAAP. These measures represent operating results attributable to specific clients of the Company; however, they are not regularly reviewed by our Chief Executive Officer to assess the performance of any of these clients or make decisions about resources to be allocated to any such client. These measures also reflect management's estimates as to allocation of costs of its PBM business to Anthem and each of the Transitioning Clients and may not be indicative of costs actually incurred as a result of servicing each of these clients. However, management is unable to reasonably estimate the allocation of certain key items that would impact net income attributable to Anthem and each of the Transitioning Clients, including interest and depreciation and amortization. Accordingly, the Company is unable to provide net income attributable to any of Anthem and the Transitioning Clients or its core PBM business excluding Anthem and the Transitioning Clients, and is unable to provide a reconciliation of either EBITDA or adjusted EBITDA to net income. For the same reasons, the Company is unable to address the probable significance of the unavailable information, which could have a significant impact on the Company's long-term outlook for the core PBM, as discussed above.

SAFE HARBOR STATEMENT

This press release contains forward-looking statements, including, but not limited to, our 2017 guidance, business outlook and our statements related to the Company's plans, objectives, expectations (financial and otherwise) or intentions. Actual results may differ materially from those projected or suggested in any forward-looking statements. Factors that may impact these forward-looking statements can be found in Management's Discussion and Analysis of Financial Condition and Results of Operations and Item 1A - "Risk Factors" in the Company's Annual Report on Form 10-K filed with the SEC on February 14, 2017 and the Company's Quarterly Report on Form 10-Q filed with the SEC on July 25, 2017. A copy of these documents can be found at the Investor Information section of Express Scripts' web site at http://www.express-scripts.com/corporate.

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. As stated above, based on Anthem's recent statements and other actions taken by Anthem, the Company believes it is unlikely that its contract with Anthem will be extended. We do not currently intend to release publicly any updates regarding our relationship with Anthem after the date hereof, whether as a result of renewed discussions with Anthem or otherwise.

*All net income, adjusted net income, earnings per diluted share, adjusted earnings per diluted share, EBITDA, adjusted EBITDA, EBITDA per adjusted claim and adjusted EBITDA per adjusted claim amounts are presented as attributable to Express Scripts, excluding non-controlling interest representing the share allocated to members of our consolidated affiliates.


                                                                      EXPRESS SCRIPTS HOLDING COMPANY

                                                              Unaudited Consolidated Statement of Operations


                                                                   Three Months Ended                        Six Months Ended
                                                                        June 30,                                 June 30,
                                                                        --------                                 --------

      (in millions, except per share data)                                            2017                                      2016      2017       2016
                                                                                      ----                                      ----      ----       ----


    Revenues*                                                                    $25,347.5                                 $25,222.3 $50,002.4  $50,014.1

    Cost of revenues*                                                             23,186.3                                  23,061.1  45,968.5   46,005.9
                                                                                  --------                                  --------  --------   --------

        Gross profit                                                               2,161.2                                   2,161.2   4,033.9    4,008.2

    Selling, general and administrative                                              782.6                                     904.9   1,600.7    1,811.1
                                                                                     -----                                     -----   -------    -------

    Operating income                                                               1,378.6                                   1,256.3   2,433.2    2,197.1
                                                                                   -------                                   -------   -------    -------

    Other (expense) income:

        Interest income and other                                                      8.8                                      10.3      15.1       19.1

        Interest expense and other                                                 (146.5)                                  (136.8)  (292.2)   (275.4)
                                                                                    ------                                    ------    ------     ------

                                                                                   (137.7)                                  (126.5)  (277.1)   (256.3)
                                                                                    ------                                    ------    ------     ------

    Income before income taxes                                                     1,240.9                                   1,129.8   2,156.1    1,940.8

    Provision for income taxes                                                       435.4                                     402.7     800.3      681.5
                                                                                     -----                                     -----     -----      -----

    Net income                                                                       805.5                                     727.1   1,355.8    1,259.3

    Less: Net income attributable to non-controlling interest                          3.7                                       6.4       7.7       12.5
                                                                                       ---                                       ---       ---       ----

    Net income attributable to Express Scripts                                      $801.8                                    $720.7  $1,348.1   $1,246.8
                                                                                    ======                                    ======  ========   ========


    Weighted-average number of common shares

     outstanding during the period:

        Basic                                                                        582.9                                     631.3     591.9      638.1

        Diluted                                                                      585.6                                     635.7     595.4      642.7


    Earnings per share attributable to Express Scripts:

         Basic                                                                       $1.38                                     $1.14     $2.28      $1.95

         Diluted                                                                     $1.37                                     $1.13     $2.26      $1.94


    * Includes retail pharmacy co-
     payments of $2,017.6 million
     and $2,136.4 million for the
     three months ended June 30,
     2017 and 2016, respectively,
     and $4,483.9 million and
     $4,677.4 million for the six
     months ended June 30, 2017 and
     2016, respectively.


                                                                               EXPRESS SCRIPTS HOLDING COMPANY

                                                                            Unaudited Consolidated Balance Sheet


                                                                                                                 June 30,           December 31,

     (in millions)                                                                                                             2017                     2016
                                                                                                                               ----                     ----

     Assets

     Current assets:

     Cash and cash equivalents                                                                                             $2,352.5                 $3,077.2

     Receivables, net                                                                                                       7,067.5                  7,062.1

     Inventories                                                                                                            1,918.7                  1,959.0

     Prepaid expenses and other current assets                                                                                298.1                    265.1
                                                                                                                              -----                    -----

        Total current assets                                                                                               11,636.8                 12,363.4

     Property and equipment, net                                                                                            1,255.2                  1,273.6

     Goodwill                                                                                                              29,425.5                 29,277.8

     Other intangible assets, net                                                                                           8,063.9                  8,636.9

     Other assets                                                                                                             132.0                    193.2

        Total assets                                                                                                      $50,513.4                $51,744.9
                                                                                                                          =========                =========


     Liabilities and stockholders' equity

     Current liabilities:

     Claims and rebates payable                                                                                            $9,081.1                 $8,836.9

     Accounts payable                                                                                                       4,383.6                  3,875.7

     Accrued expenses                                                                                                       2,163.3                  2,993.2

     Current maturities of long-term debt                                                                                   1,151.3                    722.3
                                                                                                                            -------                    -----

        Total current liabilities                                                                                          16,779.3                 16,428.1

     Long-term debt                                                                                                        13,835.2                 14,846.0

     Deferred taxes                                                                                                         3,471.2                  3,603.3

     Other liabilities                                                                                                        677.6                    623.7

        Total liabilities                                                                                                  34,763.3                 35,501.1
                                                                                                                           --------                 --------


     Stockholders' equity:

     Preferred stock, 15.0 shares authorized, $0.01 par value per share;

     no shares issued and outstanding                                                                                             -                       -

     Common stock, 2,985.0 shares authorized, $0.01 par value per share;

     shares issued: 861.3 and 857.5, respectively;

     shares outstanding: 577.5 and 605.5, respectively                                                                          8.6                      8.6

     Additional paid-in capital                                                                                            23,446.8                 23,233.6

     Accumulated other comprehensive loss                                                                                     (7.6)                  (12.3)

     Retained earnings                                                                                                     13,149.3                 11,801.2
                                                                                                                           --------                 --------

                                                                                                                           36,597.1                 35,031.1


     Common stock in treasury at cost, 283.8 and 252.0 shares, respectively                                              (20,852.5)              (18,795.1)
                                                                                                                          ---------                ---------

        Total Express Scripts stockholders' equity                                                                         15,744.6                 16,236.0
                                                                                                                           --------                 --------

     Non-controlling interest                                                                                                   5.5                      7.8
                                                                                                                                ---                      ---

        Total stockholders' equity                                                                                         15,750.1                 16,243.8
                                                                                                                           --------                 --------

        Total liabilities and stockholders' equity                                                                        $50,513.4                $51,744.9
                                                                                                                          =========                =========


                                                                                      EXPRESS SCRIPTS HOLDING COMPANY

                                                                              Unaudited Consolidated Statement of Cash Flows

                                                                                                                               Six Months Ended
                                                                                                                                   June 30,
                                                                                                                                   --------

     (in millions)                                                                                                                2017                2016
                                                                                                                                  ----                ----


     Cash flows from operating activities:

     Net income                                                                                                               $1,355.8            $1,259.3

     Adjustments to reconcile net income to net cash provided by operating activities:

     Depreciation and amortization                                                                                               894.8             1,073.5

     Deferred income taxes                                                                                                     (175.6)            (212.3)

     Employee stock-based compensation expense                                                                                    52.1                54.7

     Other, net                                                                                                                   20.4               (4.5)

     Changes in operating assets and liabilities:

     Accounts receivable                                                                                                        (26.2)            (670.6)

     Inventories                                                                                                                  40.3               307.4

     Other current and noncurrent assets                                                                                        (23.6)             (74.5)

     Claims and rebates payable                                                                                                  240.2             (761.8)

     Accounts payable                                                                                                            475.4               751.1

     Accrued expenses                                                                                                          (818.0)            (452.6)

     Other current and noncurrent liabilities                                                                                     46.0              (79.6)
                                                                                                                                  ----               -----

     Net cash flows provided by operating activities                                                                           2,081.6             1,190.1
                                                                                                                               -------             -------


     Cash flows from investing activities:

     Acquisitions, net of cash acquired                                                                                        (122.7)                  -

     Purchases of property and equipment                                                                                       (105.3)            (158.5)

     Other, net                                                                                                                  (7.5)              (3.4)

     Net cash used in investing activities                                                                                     (235.5)            (161.9)
                                                                                                                                ------              ------


     Cash flows from financing activities:

     Treasury stock acquired                                                                                                 (2,020.0)          (3,320.2)

     Repayment of long-term debt                                                                                               (575.0)          (1,575.0)

     Net proceeds from employee stock plans                                                                                       37.5                35.9

     Proceeds from long-term debt, net of discounts                                                                                  -            1,991.0

     Excess tax benefit relating to employee stock-based compensation                                                                -                9.7

     Other, net                                                                                                                 (16.3)             (35.4)

     Net cash used in financing activities                                                                                   (2,573.8)          (2,894.0)
                                                                                                                              --------            --------


     Effect of foreign currency translation adjustment                                                                             3.0                 3.9


     Net decrease in cash and cash equivalents                                                                                 (724.7)          (1,861.9)

     Cash and cash equivalents at beginning of period                                                                          3,077.2             3,186.3
                                                                                                                               -------             -------

     Cash and cash equivalents at end of period                                                                               $2,352.5            $1,324.4
                                                                                                                              ========            ========


                                                                                          Table 1

                                                         Express Scripts Holding Company Unaudited Consolidated Selected Information

                                                                                       (in millions)


                                                                                                                   Three Months Ended        Six Months Ended
                                                                                                                        June 30,                 June 30,
                                                                                                                        --------                 --------

                                                                                                                     2017               2016                 2017     2016
                                                                                                                     ----               ----                 ----     ----

    Claims Volume

    Network                                                                                                         218.8              221.2                441.9    447.3

    Home delivery and specialty(4)                                                                                   29.5               29.5                 58.5     59.8

       Total claims                                                                                                 248.3              250.7                500.4    507.1
                                                                                                                    -----              -----                -----    -----


    Adjusted network(5)                                                                                             264.1              263.4                531.2    530.9

    Adjusted home delivery and specialty(5)                                                                          85.9               85.9                170.5    174.7
                                                                                                                     ----               ----                -----    -----

       Total adjusted claims(5)                                                                                     350.0              349.3                701.7    705.6
                                                                                                                    =====              =====                =====    =====


     Depreciation and Amortization (D&A):

     Revenue amortization(6)                                                                                        $55.4              $55.4               $110.8    $89.7

     Cost of revenues depreciation                                                                                   32.3               29.1                 64.3     58.0

     Selling, general and administrative depreciation                                                                52.8               55.4                104.0    108.5

     Selling, general and administrative amortization(6)                                                            308.7              408.3                615.7    817.3

          Total D&A                                                                                                $449.2             $548.2               $894.8 $1,073.5
                                                                                                                   ======             ======               ====== ========


     Generic Fill Rate**

     Network                                                                                                        87.2%             86.3%               87.1%   86.1%

     Home delivery                                                                                                  82.8%             80.9%               82.5%   80.3%

     Overall                                                                                                        86.6%             85.6%               86.5%   85.4%


     See Footnotes to Tables


    **The home delivery generic fill rate is currently lower than the
     network generic fill rate as 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.


                                                                                       Table 2

                                           Express Scripts Holding Company Unaudited Adjusted Gross Profit and Adjusted SG&A Reconciliation

    Provided below are reconciliations of adjusted gross profit and adjusted selling, general and administrative expenses, which are non-GAAP measures, to gross profit and selling, general and administrative expenses,
                                           respectively, which are the most directly comparable measures calculated in accordance with GAAP.

                                                                                    (in millions)


                                                                                                                  Three Months Ended                 Six Months Ended
                                                                                                                      June 30,                           June 30,
                                                                                                                      --------                           --------

                                                                                                                       2017                     2016                     2017                      2016
                                                                                                                       ----                     ----                     ----                      ----

    Gross profit, as reported                                                                                      $2,161.2                 $2,161.2                 $4,033.9                  $4,008.2

    Amortization of intangible assets (6)                                                                              55.4                     55.4                    110.8                      89.7

    Adjusted gross profit                                                                                          $2,216.6                 $2,216.6                 $4,144.7                  $4,097.9
                                                                                                                   ========                 ========                 ========                  ========


    Selling, general and administrative, as reported                                                                 $782.6                   $904.9                 $1,600.7                  $1,811.1

    Amortization of intangible assets (6)                                                                             308.7                    408.3                    615.7                     817.3

    Adjusted selling, general and administrative                                                                     $473.9                   $496.6                   $985.0                    $993.8
                                                                                                                     ======                   ======                   ======                    ======


     See Footnotes to Press
      Release


                                                                                               Table 3

                                                                   Express Scripts Holding Company Unaudited EBITDA Reconciliation

                                                                                (in millions, except per claim data)

    Provided below is a reconciliation of EBITDA attributable to Express Scripts, which is a non-GAAP financial measure, to net income attributable to Express Scripts.  The Company believes net income is the most directly comparable
                                                                                         measure under GAAP.


                                                                                                                                   Three Months Ended                 Six Months Ended
                                                                                                                                       June 30,                          June 30,
                                                                                                                                       --------                          --------

                                                                                                                                        2017                    2016                    2017                    2016
                                                                                                                                        ----                    ----                    ----                    ----

    Net income attributable to Express Scripts, as reported                                                                           $801.8                  $720.7                $1,348.1                $1,246.8

      Provision for income taxes (7)                                                                                                   435.4                   402.7                   800.3                   681.5

      Depreciation and amortization (6)                                                                                                449.2                   548.2                   894.8                 1,073.5

      Interest expense, interest income and other                                                                                      137.7                   126.5                   277.1                   256.3
                                                                                                                                       -----                   -----                   -----                   -----

    EBITDA attributable to Express Scripts                                                                                          $1,824.1                $1,798.1                $3,320.3                $3,258.1


    Total adjusted claims(5)                                                                                                           350.0                   349.3                   701.7                   705.6


    EBITDA attributable to Express Scripts, per adjusted claim                                                                         $5.21                   $5.15                   $4.73                   $4.62


     See Footnotes to Press
      Release


                                                                                                               Table 4

                                                                            Express Scripts Holding Company Unaudited Adjusted Diluted EPS Reconciliation

                                                 Provided below is a reconciliation of Adjusted Diluted EPS attributable to Express Scripts, which is a non-GAAP measure, to diluted

                                                       EPS attributable to Express Scripts, which is its most directly comparable measure calculated in accordance with GAAP.


                                                                                                                                                               Three Months Ended                 Six Months Ended
                                                                                                                                                                  June 30,                       June 30,
                                                                                                                                                                  --------                       --------

                                                                                                                                                                 2017                      2016                  2017      2016

                                                                                                                                                                             (per diluted share)

    Diluted EPS attributable to Express Scripts, as reported                                                                                                    $1.37                     $1.13                 $2.26     $1.94


    Excluding items indicated:

    Debt redemption costs (8),*                                                                                                                                     -                        -                    -     0.02

    Discrete tax items (7)                                                                                                                                     (0.03)                   (0.02)                 0.02    (0.05)

    Amortization of intangible assets (6),*                                                                                                                      0.62                      0.73                  1.22      1.41

    Tax impact of excluded items (9)                                                                                                                           (0.23)                   (0.27)               (0.45)   (0.53)


    Diluted EPS attributable to Express Scripts, adjusted                                                                                                       $1.73                     $1.57                 $3.05     $2.79
                                                                                                                                                                -----                     -----                 -----     -----


     See Footnotes to Press
      Release


    *Presented on a pre-tax basis.  A change to the presentation of this
     table was made to reflect the tax impact of non-GAAP excluded items
     as a single adjustment for the three and six months ended June 30,
     2017 and 2016.


                                                                                                                                                                         Table 5

                                                                                                                                            Express Scripts Holding Company Unaudited Adjusted Net Income and
                                                                                                                                                   Adjusted Effective Income Tax Rate Reconciliation

                                                                                                                                                                      (in millions)

                                                   Presented below is a reconciliation of adjusted net income attributable to Express Scripts, which is a non-GAAP financial measure, to income before income taxes, which is its most directly comparable measure calculated in accordance with GAAP.


                                                                                               Three Months Ended                                                              Six Months Ended
                                                                                                 June 30, 2017                                                                  June 30, 2017
                                                                                                 -------------                                                                  -------------

                                                                                               Income                                       Provision                                       Effective                                       Income                                       Provision              Effective
                                                                                               before                                       for income                                      income tax                                      before                                       for income             income tax
                                                                                               income                                         taxes                                            rate                                         income                                         taxes                   rate
                                                                                                taxes                                                                                                                                        taxes
                                                                                                -----                                                                                                                                        -----

    Income before income taxes, as reported                                                             $1,240.9                                           $435.4                                                                                      $2,156.1                                          $800.3

    Net income attributable to non-controlling interest                                                    (3.7)                                               -                                                                                        (7.7)                                              -
                                                                                                            ----                                              ---                                                                                         ----                                             ---

    Income before income taxes attributable to Express Scripts                                           1,237.2                                            435.4                                            35.2%                                      2,148.4                                           800.3            37.3%


    Excluding items indicated:

    Discrete tax items(7)                                                                                      -                                            20.2                                                                                             -                                          (9.7)

    Amortization of intangible assets(6)                                                                   364.1                                            134.1                                                                                         726.5                                           267.3
                                                                                                           -----                                            -----                                                                                         -----                                           -----


    Income before income taxes attributable to Express Scripts,
     as adjusted                                                                                        $1,601.3                                           $589.7                                            36.8%                                     $2,874.9                                        $1,057.9            36.8%


    Adjusted net income attributable to Express Scripts                                                 $1,011.6                                                                                                                                      $1,817.0


     See Footnotes to Press
      Release


                                                                                                                                                                        Table 5A

                                                                                                                                            Express Scripts Holding Company Unaudited Adjusted Net Income and
                                                                                                                                                   Adjusted Effective Income Tax Rate Reconciliation

                                                                                                                                                                      (in millions)

                                                   Presented below is a reconciliation of adjusted net income attributable to Express Scripts, which is a non-GAAP financial measure, to income before income taxes, which is its most directly comparable measure calculated in accordance with GAAP.


                                                                                               Three Months Ended                                                              Six Months Ended
                                                                                                 June 30, 2016                                                                  June 30, 2016
                                                                                                 -------------                                                                  -------------

                                                                                               Income                                       Provision                                       Effective                                       Income                                      Provision f             Effective
                                                                                               before                                       for income                                      income tax                                      before                                       or income              income tax
                                                                                               income                                         taxes                                            rate                                         income                                         taxes                   rate
                                                                                                taxes                                                                                                                                        taxes
                                                                                                -----                                                                                                                                        -----

    Income before income taxes, as reported                                                             $1,129.8                                           $402.7                                                                                      $1,940.8                                          $681.5

    Net income attributable to non-controlling interest                                                    (6.4)                                               -                                                                                       (12.5)                                              -
                                                                                                            ----                                              ---                                                                                        -----                                             ---

    Income before income taxes attributable to Express Scripts                                           1,123.4                                            402.7                                            35.8%                                      1,928.3                                           681.5            35.3%


    Excluding items indicated:

    Debt redemption costs (8)                                                                                  -                                               -                                                                                          9.7                                             3.6

    Discrete tax items(7)                                                                                      -                                            13.8                                                                                             -                                           33.5

    Amortization of intangible assets(6)                                                                   463.7                                            171.9                                                                                         907.0                                           336.3
                                                                                                           -----                                            -----                                                                                         -----                                           -----


    Income before income taxes attributable to Express Scripts,
     as adjusted                                                                                        $1,587.1                                           $588.4                                            37.1%                                     $2,845.0                                        $1,054.9            37.1%


    Adjusted net income attributable to Express Scripts                                                   $998.7                                                                                                                                      $1,790.1


     See Footnotes to Press
      Release


                                                                                                                   Table 6

                                                                                     Express Scripts Holding Company Unaudited 2017 Guidance Information

                Adjusted diluted EPS and EBITDA are non-GAAP financial measures. For a discussion of the financial measures presented herein that are not calculated or presented in accordance with GAAP, see "Supplemental
                                                                                          Information Regarding Non-GAAP Financial Measures" above.


                                                                                                               Estimated                                                                     Estimated
                                                                                                            Year Ending                                                                   Year Ending
                                                                                                       December 31, 2017                                                             December 31, 2017

      (in millions, except per share data)                                                                          Current Guidance                                                             Previous Guidance
                                                                                                                   ----------------                                                              -----------------

    Adjusted Diluted EPS attributable to Express Scripts                                                                                      $6.95 to $7.05                                                                $6.90 to $7.04

    Year over year growth                                                                                                                             9%-10%                                                                       8%-10%


    Total adjusted claims                                                                                           1,385 to 1,415                                                                1,375 to 1,425


    EBITDA attributable to Express Scripts                                                                                                  $7,330 to $7,490                                                              $7,310 to $7,510


    Diluted weighted average shares outstanding during the period                                                     580 to 590                                                                    575 to 595


    Net cash flow provided by operating activities                                                                                          $4,700 to $5,200                                                              $4,700 to $5,200



                                                                                                                       Estimated
                                                                                                                  Three Months Ending
                                                                                                                   September 30, 2017

      (in millions, except per share data)                                                                          Current Guidance
                                                                                                                   ----------------

    Adjusted Diluted EPS attributable to Express Scripts                                                                                      $1.88 to $1.92

    Year over year growth                                                                                                                             8%-10%


    Total adjusted claims                                                                                             340 to 350


                                                                                                                Table 7

                                                    Express Scripts Holding Company Operating Results Excluding Estimate of Contribution related to Anthem and Transitioning Clients


     (amounts in millions except per claim figures)



     (Three months ended)                                                                                               Q2 2017                                                                        Q2 2016               Q2 2017 Change
                                                                                                                                                                                                                            --------------

                                                                Consolidated          Anthem(1)     Transitioning     Excluding                     Consolidated     Anthem(1)     Transitioning     Excluding              As Reported         Excluding
                                                                As Reported                          Clients(1)        Anthem &                     As Reported      (Table 8)      Clients(1)        Anthem &                                  Anthem &
                                                                  Q2 2017                                           Transitioning                      Q2 2016                       (Table 8)     Transitioning                              Transitioning
                                                                                                                      Clients(1)                                                                     Clients(1)                                Clients(1)
                                                                                                                      ---------                                                                      ---------                                  ---------


    Adjusted claims                                        Table 1                          350.0             58.4              0.7            290.9                           349.3             54.2              4.9     290.2                               0.2%   0.2%

    Revenues(2)                                                         $25,347.5         $4,739.1           $148.4        $20,460.0                       $25,222.3         $4,354.9           $471.9        $20,395.5                        0.5%            0.3%

    Net income                                                             $801.8              N/A             N/A             N/A                         $720.7              N/A             N/A             N/A                      11.3%             N/A

    EBITDA(3)                                              Table 3                       $1,824.1           $609.1            $44.4         $1,170.6                        $1,798.1           $644.7            $49.5  $1,103.9                               1.4%   6.0%

    EBITDA/adjusted claim(3)                               Table 3                          $5.21           $10.43              N/A           $4.02                           $5.15           $11.89              N/A    $3.80                               1.2%   5.8%




     (Six months ended)                                                                                                 Q2 2017                                                                        Q2 2016               Q2 2017 Change
                                                                                                                                                                                                                            --------------

                                                                Consolidated          Anthem(1)     Transitioning     Excluding                     Consolidated     Anthem(1)     Transitioning     Excluding              As Reported         Excluding
                                                                As Reported                          Clients(1)        Anthem &                     As Reported      (Table 8)      Clients(1)        Anthem &                                  Anthem &
                                                                  Q2 2017                                           Transitioning                      Q2 2016                       (Table 8)     Transitioning                              Transitioning
                                                                                                                      Clients(1)                                                                     Clients(1)                                Clients(1)
                                                                                                                      ---------                                                                      ---------                                  ---------


    Adjusted claims                                        Table 1                          701.7            117.4              1.6            582.7                           705.6            108.7             10.5     586.4                              -0.6%  -0.6%

    Revenues(2)                                                         $50,002.4         $9,262.1           $361.4        $40,378.9                       $50,014.1         $8,451.6           $929.4        $40,633.1                        0.0%           -0.6%

    Net income                                                           $1,348.1              N/A             N/A             N/A                       $1,246.8              N/A             N/A             N/A                       8.1%             N/A

    EBITDA(3)                                              Table 3                       $3,320.3         $1,104.1            $98.5         $2,117.7                        $3,258.1         $1,112.6            $99.5  $2,046.0                               1.9%   3.5%

    EBITDA/adjusted claim(3)                               Table 3                          $4.73            $9.40              N/A           $3.63                           $4.62           $10.24              N/A    $3.49                               2.4%   4.0%


    See Footnotes to Press
     Release.


                                                                                         Table 8

                                                                 Express Scripts Holding Company - Estimate of Anthem and
                                                                      Transitioning Clients Contribution by Quarter


     (amounts in millions except per claim figures)



    Anthem(1),(3)

                                                                             Q1 2016                       Q2 2016                   Q3 2016            Q4 2016
                                                                            -------                       -------                   -------            -------


    Adjusted Claims                                                                                54.5                        54.2               54.3               56.6

    Revenues(2)                                                                                $4,096.7                    $4,354.9           $4,243.0           $4,381.3

    Adjusted EBITDA*                                                                             $467.9                      $644.7             $572.1             $563.3

    Adjusted EBITDA/adjusted claim*                                                               $8.59                      $11.89             $10.54              $9.95



    Transitioning Clients(1),(3)

                                                                             Q1 2016                       Q2 2016                   Q3 2016            Q4 2016
                                                                            -------                       -------                   -------            -------


    Adjusted Claims                                                                                 5.6                         4.9                4.6                3.9

    Revenues                                                                                     $457.5                      $471.9             $411.5             $356.0

    Adjusted EBITDA*                                                                              $50.0                       $49.5              $49.3              $73.6



    Combined Contribution(1),(3)

                                                                             Q1 2016                       Q2 2016                   Q3 2016            Q4 2016
                                                                            -------                       -------                   -------            -------


    Adjusted Claims                                                                                60.1                        59.1               58.9               60.5

    Revenues(2)                                                                                $4,554.2                    $4,826.8           $4,654.5           $4,737.3

    Adjusted EBITDA*                                                                             $517.9                      $694.2             $621.4             $636.9



    Core PBM (Excluding Anthem and Transitioning Clients)(1),(3)

                                                                             Q1 2016                       Q2 2016                   Q3 2016            Q4 2016
                                                                            -------                       -------                   -------            -------


    Adjusted Claims                                                                               296.2                       290.2              288.2              294.4

    Revenues                                                                                  $20,237.6                   $20,395.5          $20,755.6          $20,126.0

    Adjusted EBITDA*                                                                             $942.1                    $1,103.9           $1,326.7           $1,417.3

    Adjusted EBITDA/adjusted claim*                                                               $3.18                       $3.80              $4.60              $4.81


    (*) Adjusted EBITDA with respect  to Q1,
     Q2 and Q3 2016 is equal to "EBITDA" as
     no adjustments to EBITDA were made for
     these periods and Q4 included an
     adjustment for other compensation costs
     of $41.2 million and is equal to
     "Adjusted EBITDA."


    See Footnotes to Press Release


          Footnotes to Press Release


    (1)  Amounts attributable to Anthem
     and each of the Transitioning
     Clients are based on management's
     estimates regarding, among other
     items, cost allocation and may not
     be indicative of costs actually
     incurred as a result of servicing
     Anthem and each of the Transitioning
     Clients. Both direct and indirect
     costs were allocated based on
     management's best estimates of costs
     attributable to servicing Anthem and
     each of the Transitioning Clients,
     and, where appropriate, are based on
     actual cost or adjusted claims
     attributable to Anthem and each of
     the Transitioning Clients.


    (2)  Consolidated revenues and Anthem
     revenues include intangible
     amortization related to the customer
     contract with Anthem of $55.4
     million for the three months ended
     June 30, 2017 and 2016,
     respectively.  Consolidated revenues
     and Anthem revenues include
     intangible amortization related to
     the customer contract with Anthem of
     $110.8 million and $89.7 million for
     the six months ended June 30, 2017
     and 2016, respectively.


    (3)  EBITDA, Adjusted EBITDA, EBITDA
     per adjusted claim and adjusted
     EBITDA per adjusted claim are non-
     GAAP financial measures. For a
     discussion of the financial measures
     presented herein that are not
     calculated or presented in
     accordance with U.S. generally
     accepted accounting principles
     ("GAAP"), see "Supplemental
     Information Regarding Non-GAAP
     Financial Measures" above.


    (4)  Includes home delivery,
     specialty and other including:  (i)
     drugs distributed through patient
     assistance programs, (ii) drugs
     distributed to clients of other PBMs
     under limited distribution contracts
     with pharmaceutical manufacturers
     and (iii) Freedom Fertility claims.


    (5)  Total adjusted network claims
     includes an adjustment to reflect
     non-specialty network claims filled
     through our 90-day programs.  These
     claims are now multiplied by three,
     as these claims, on average,
     typically cover a time period three
     times longer than other network
     claims.  Home delivery claims are
     also multiplied by three, consistent
     with prior practice, as home
     delivery claims typically cover a
     time period three times longer than
     unadjusted network claims.  See
     Footnotes to Press Release -
     Schedule A below.


    (6) Amortization of intangible assets
     includes the following items:

    Amortization of legacy Express
     Scripts, Inc. ("ESI") intangible
     assets include amounts in both
     revenues and selling, general and
     administrative expense.

    Revenue amortization is related to
     the customer contract with Anthem,
     which commenced upon closing of the
     NextRx acquisition in 2009.
     Amortization of intangibles that
     arises in connection with
     consideration given to a customer by
     a vendor is characterized as a
     reduction of revenues.  Intangible
     amortization of $55.4 million ($35.1
     million net of tax) and $55.4
     million ($34.8 million net of tax)
     is included as a reduction to
     revenue for the three months ended
     June 30, 2017 and 2016,
     respectively.  Intangible
     amortization of $110.8 million
     ($70.1 million net of tax) and $89.7
     million ($56.4 million net of tax)
     is included as a reduction to
     revenue for the six months ended
     June 30, 2017 and 2016,
     respectively.  The Company's 10-year
     agreement with Anthem under which we
     provide pharmacy benefit management
     services to Anthem and its
     designated affiliates was previously
     amortized using a modified pattern
     of benefit method over an estimated
     useful life of 15 years.  Beginning
     in March 2016, we began amortizing
     our agreement with Anthem over the
     remaining term of the contract
     (i.e., using a modified pattern of
     benefit over an estimated useful
     life of 10 years from the time the
     agreement was executed in 2009),
     which resulted in an additional
     $31.7 million of revenue
     amortization recognized for both the
     three months ended June 30, 2017 and
     2016, respectively, and an
     additional $63.4 million and $42.2
     million of revenue amortization
     recognized for the six months ended
     June 30, 2017 and 2016,
     respectively.

    Other legacy ESI intangible
     amortization of $21.1 million ($13.3
     million net of tax) and $9.5 million
     ($6.0 million net of tax) for the
     three months ended June 30, 2017 and
     2016, respectively, is included in
     selling, general and administrative
     expense.  Other legacy ESI
     intangible amortization of $29.0
     million ($18.3 million net of tax)
     and $18.9 million ($11.9 million net
     of tax) for the six months ended
     June 30, 2017 and 2016,
     respectively, is included in
     selling, general and administrative
     expense.

    Amortization of intangible assets
     related to the acquisition of Medco
     of $287.6 million ($181.6 million
     net of tax) and $398.8 million
     ($251.0 million net of tax) for the
     three months ended June 30, 2017 and
     2016, respectively, is included in
     selling, general and administrative
     expense.  Amortization of intangible
     assets related to the acquisition of
     Medco of $586.7 million ($370.8
     million net of tax) and $798.4
     million ($502.4 million net of tax)
     for the six months ended June 30,
     2017 and 2016, respectively, is
     included in selling, general and
     administrative expense.


    (7) Provision for income taxes
     includes discrete tax benefits of
     $20.2 million and  $13.8 million for
     the three months ended June 30, 2017
     and 2016, respectively, and includes
     discrete tax charges of $9.7 million
     and discrete tax benefits of $33.5
     million for the six months ended
     June 30, 2017 and 2016,
     respectively.  The 2017 net discrete
     tax items relate primarily to a
     revaluation of net deferred tax
     attributes.  The 2016 net discrete
     tax items relate primarily to
     changes in unrecognized tax
     benefits.


    (8) Debt redemption costs, which
     include write-off of discounts,
     write-off of deferred financing
     costs and interest accrued from
     February 25, 2016 to the redemption
     date incurred for the early
     redemption of senior notes, totaled
     $9.7 million ($6.1 million net of
     tax) and are included in interest
     expense for the six months ended
     June 30, 2016.


    (9)  Represents adjustment for the
     tax impact related to non-GAAP
     items excluded from adjusted diluted
     EPS.  See Table 5 and 5A for
     calculation of adjusted effective
     income tax rate.


                                                                                                                                                       Footnotes to Press Release:  Schedule A

                                                                                                                                        Express Scripts Holding Company Unaudited 2016 and 2015 Claims Recast

                                   As previously reported in our February 14, 2017 press release and explained in footnote (5), we changed our methodology for calculating network claims retrospectively for 2016 and 2015. Provided below are recasts of the revised methodology for reporting network claims.

                                                                                                                                                                    (in millions)


                                                   As reported                       Revision                       Revised Q1                                    As reported                       Revision                    Revised                                  As reported                       Revision       Revised Q3
                                                     Q1 2016                                                                         2016                            Q2 2016                                                     Q2 2016                                    Q3 2016                                                   2016
                                                     -------                                                                         ----                            -------                                                     -------                                    -------                                                   ----


    Claims Volume

    Network                                                         226.1                             -                              226.1                                           221.2                             -                      221.2                                           217.0                   -                  217.0

    Home delivery and specialty(4)                                   30.3                             -                               30.3                                            29.5                             -                       29.5                                            30.0                   -                   30.0
                                                                     ----                           ---                               ----                                            ----                           ---                       ----                                            ----                 ---                   ----

       Total claims                                                 256.4                             -                              256.4                                           250.7                             -                      250.7                                           247.0                   -                  247.0


    Adjusted network(5)                                             234.7                          32.8                               267.5                                           229.4                          34.0                       263.4                                           224.5                34.9                   259.4

    Adjusted home delivery and
     specialty(5)                                                    88.8                             -                               88.8                                            85.9                             -                       85.9                                            87.7                   -                   87.7
                                                                     ----                           ---                               ----                                            ----                           ---                       ----                                            ----                 ---                   ----

       Total adjusted claims(5)                                     323.5                          32.8                               356.3                                           315.3                          34.0                       349.3                                           312.2                34.9                   347.1



                                                   As reported                       Revision                         Revised                                     As reported                       Revision                    Revised                                  As reported                       Revision       Revised Q3
                                                     Q1 2015                                                          Q1 2015                                       Q2 2015                                                     Q2 2015                                    Q3 2015                                                   2015
                                                     -------                                                          -------                                       -------                                                     -------                                    -------                                                   ----


    Claims Volume

    Network                                                         219.1                             -                              219.1                                           228.2                             -                      228.2                                           232.8                   -                  232.8

    Home delivery and specialty(4)                                   30.2                             -                               30.2                                            30.2                             -                       30.2                                            30.0                   -                   30.0
                                                                     ----                           ---                               ----                                            ----                           ---                       ----                                            ----                 ---                   ----

       Total claims                                                 249.3                             -                              249.3                                           258.4                             -                      258.4                                           262.8                   -                  262.8


    Adjusted network(5)                                             219.1                          33.0                               252.1                                           232.9                          35.6                       268.5                                           240.8                36.9                   277.7

    Adjusted home delivery and
     specialty(5)                                                    88.5                             -                               88.5                                            88.3                             -                       88.3                                            87.5                   -                   87.5
                                                                     ----                           ---                               ----                                            ----                           ---                       ----                                            ----                 ---                   ----

       Total adjusted claims(5)                                     307.6                          33.0                               340.6                                           321.2                          35.6                       356.8                                           328.3                36.9                   365.2

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SOURCE Express Scripts Holding Company