Exhibit 99.1
 PRIVILEGED AND CONFIDENTIAL WORK PRODUCT  NOT APPROVED BY
MANAGEMENT OR COUNSEL
 
 Contact:     investor.relations@express-scripts.com
 Express Scripts Reports Second Quarter Results
Reaffirms 2011 Earnings Guidance
 ST.
LOUIS, July 21, 2011 
  Second Quarter 2011 Review
 
    
    Adjusted claims of 185.7 million, down 2% from second quarter 2010
    
    Gross profit of $812.6 million, up 4% from second quarter 2010
    
    Gross profit margin of 7.1%, up from 6.9% in second quarter 2010
    
    EBITDA of $642.6 million, up 9% from second quarter 2010
    
    EBITDA per adjusted claim of $3.46, up 12% from second quarter 2010




---



##### 



2011 Guidance
  About Express Scripts
 ® http://www.express-scripts.com/ http://www.consumerology.com/
 SAFE HARBOR STATEMENT
  
    
    our ability to remain profitable in a very competitive marketplace is dependent upon
our ability to attract and retain clients while maintaining our margins, to
differentiate our products and services from others in the marketplace, and to develop
and cross sell new products and services to our existing clients.
    
    our failure to anticipate and appropriately adapt to changes in the rapidly changing
health care industry.




---



##### 




    
    changes in applicable laws or regulations, or their interpretation or enforcement,
or the enactment of new laws or regulations, which apply to our business practices
(past, present or future) or require us to spend significant resources in order to
comply.
    
    changes to the health care industry designed to manage health care costs or alter
health care financing practices.
    
    changes relating to our participation in Medicare Part D, the loss of Medicare Part
D eligible members, or our failure to otherwise execute on our strategies related to
Medicare Part D.
    
    a failure in the security or stability of our technology infrastructure, or the
infrastructure of one or more of our key vendors, or a significant failure or
disruption in service within our operations or the operations of such vendors.
    
    our failure to effectively execute on strategic transactions, or to integrate or
achieve anticipated benefits from any acquired businesses.
    
    the termination, or an unfavorable modification, of our relationship with one or
more key pharmacy providers, or significant changes within the pharmacy provider
marketplace.
    
    the termination, or an unfavorable modification, of our relationship with one or
more key pharmaceutical manufacturers, or the significant reduction in payments made or
discounts provided by pharmaceutical manufacturers.
    
    changes in industry pricing benchmarks.
    
    results in pending and future litigation or other proceedings which would subject us
to significant monetary damages or penalties and/or require us to change our business
practices, or the costs incurred in connection with such proceedings.
    
    our failure to execute on, or other issues arising under, certain key client
contracts.
    
    the impact of our debt service obligations on the availability of funds for other
business purposes, and the terms and our required compliance with covenants relating to
our indebtedness.
    
    our failure to attract and retain talented employees, or to manage succession and
retention for our Chief Executive Officer or other key executives.
    
    other risks described from time to time in our filings with the SEC.




---



##### 



EXPRESS SCRIPTS, INC.
Unaudited Consolidated Statement of Operations
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,(in millions, except per share data)
    
    2011
    
    
    2010
    
    
    2011
    
    
    2010Revenues(1)
    
    $
    11,361.4
    
    
    $
    11,288.8
    
    
    $
    22,455.9
    
    
    $
    22,427.2Cost of revenues(1)
    
    
    10,577.3
    
    
    
    10,531.3
    
    
    
    20,926.3
    
    
    
    21,006.5Gross profit
    
    
    784.1
    
    
    
    757.5
    
    
    
    1,529.6
    
    
    
    1,420.7Selling, general and administrative
    
    
    204.8
    
    
    
    227.2
    
    
    
    397.9
    
    
    
    435.7Operating income
    
    
    579.3
    
    
    
    530.3
    
    
    
    1,131.7
    
    
    
    985.0Other (expense) income:Interest income
    
    
    1.5
    
    
    
    0.5
    
    
    
    1.9
    
    
    
    2.2Interest expense
    
    
    (50.3
    )
    
    
    (42.0
    )
    
    
    (90.0
    )
    
    
    (84.8
    )(48.8
    )
    
    
    (41.5
    )
    
    
    (88.1
    )
    
    
    (82.6
    )Income before income taxes
    
    
    530.5
    
    
    
    488.8
    
    
    
    1,043.6
    
    
    
    902.4Provision for income taxes
    
    
    196.3
    
    
    
    181.5
    
    
    
    382.9
    
    
    
    334.5Net income from continuing operations
    
    
    334.2
    
    
    
    307.3
    
    
    
    660.7
    
    
    
    567.9Net loss from discontinued operations, net of tax
    
    
    
    
    
    
    (17.4
    )
    
    
    
    
    
    
    (17.8
    )Net income
    
    $
    334.2
    
    
    $
    289.9
    
    
    $
    660.7
    
    
    $
    550.1Weighted average number of common shares
outstanding during the period:Basic
    
    
    502.6
    
    
    
    544.5
    
    
    
    515.7
    
    
    
    547.1Diluted
    
    
    507.0
    
    
    
    550.1
    
    
    
    520.3
    
    
    
    552.9Basic earnings (loss) per share:Continuing operations
    
    $
    0.66
    
    
    $
    0.56
    
    
    $
    1.28
    
    
    $
    1.04Discontinued operations
    
    
    
    
    
    
    (0.03
    )
    
    
    
    
    
    
    (0.03
    )Net earnings
    
    
    0.66
    
    
    
    0.53
    
    
    
    1.28
    
    
    
    1.01Diluted earnings (loss) per share:Continuing operations
    
    $
    0.66
    
    
    $
    0.56
    
    
    $
    1.27
    
    
    $
    1.03Discontinued operations
    
    
    
    
    
    
    (0.03
    )
    
    
    
    
    
    
    (0.03
    )Net earnings
    
    
    0.66
    
    
    
    0.53
    
    
    
    1.27
    
    
    
    0.99
 
 (1)
    
    Includes retail pharmacy co-payments of $1,457.1 million and $1,547.3 million for the three months
ended June 30, 2011 and 2010, respectively and $2,983.6 million and $3,209.9 million for the six months ended June
30, 2011 and 2010, respectively.




---



##### 



EXPRESS SCRIPTS, INC.
Unaudited Consolidated Balance Sheet
 June 30,
    
    
    December 31,(in millions, except share data)
    
    2011
    
    
    2010AssetsCurrent assets:Cash and cash equivalents
    
    $
    291.0
    
    
    $
    523.7Restricted cash and investments
    
    
    15.9
    
    
    
    16.3Receivables, net
    
    
    1,939.4
    
    
    
    1,720.9Inventories
    
    
    331.6
    
    
    
    382.4Deferred taxes
    
    
    43.3
    
    
    
    86.0Prepaid expenses
    
    
    39.6
    
    
    
    177.6Other current assets
    
    
    35.7
    
    
    
    34.4Total current assets
    
    
    2,696.5
    
    
    
    2,941.3Property and equipment, net
    
    
    369.8
    
    
    
    372.7Goodwill
    
    
    5,486.8
    
    
    
    5,486.2Other intangible assets, net
    
    
    1,656.2
    
    
    
    1,725.0Other assets
    
    
    28.6
    
    
    
    32.6Total assets
    
    $
    10,237.9
    
    
    $
    10,557.8Liabilities and Stockholders EquityCurrent liabilities:Claims and rebates payable
    
    $
    2,530.9
    
    
    $
    2,666.5Accounts payable
    
    
    745.6
    
    
    
    656.7Accrued expenses
    
    
    487.2
    
    
    
    593.9Current maturities of long-term debt
    
    
    999.8
    
    
    
    0.1Total current liabilities
    
    
    4,763.5
    
    
    
    3,917.2Long-term debt
    
    
    3,088.7
    
    
    
    2,493.7Other liabilities
    
    
    557.7
    
    
    
    540.3Total liabilities
    
    
    8,409.9
    
    
    
    6,951.2Stockholders Equity:Preferred stock, 5,000,000 shares authorized, $0.01 par value per share;
and no shares issued and outstanding
    
    
    
    
    
    
    Common stock, 1,000,000,000 shares authorized, $0.01 par value per share;
shares issued: 690,577,000 and 690,231,000, respectively;
shares outstanding: 488,205,000 and 528,069,000, respectively
    
    
    6.9
    
    
    
    6.9Additional paid-in capital
    
    
    2,406.8
    
    
    
    2,354.4Accumulated other comprehensive income
    
    
    20.7
    
    
    
    19.8Retained earnings
    
    
    6,030.5
    
    
    
    5,369.88,464.9
    
    
    
    7,750.9Common stock in treasury at cost, 202,372,000 and
162,162,000 shares, respectively
    
    
    (6,636.9
    )
    
    
    (4,144.3
    )Total stockholders equity
    
    
    1,828.0
    
    
    
    3,606.6Total liabilities and stockholders equity
    
    $
    10,237.9
    
    
    $
    10,557.8




---



##### 



EXPRESS SCRIPTS, INC.
Unaudited Consolidated Statement of Cash Flows
 Six Months EndedJune 30,(in millions)
    
    2011
    
    
    2010Cash flows from operating activities:Net income
    
    $
    660.7
    
    
    $
    550.1Net loss from discontinued operations, net of tax
    
    
    
    
    
    
    17.8Net income from continuing operations
    
    
    660.7
    
    
    
    567.9Adjustments to reconcile net income to net cash provided by
operating activities:Depreciation and amortization
    
    
    126.2
    
    
    
    119.2Non-cash adjustments to net income
    
    
    126.8
    
    
    
    78.0Changes in operating assets and liabilities:Accounts receivable
    
    
    (223.6
    )
    
    
    822.1Claims and rebates payable
    
    
    (135.6
    )
    
    
    (255.7
    )Other net changes in operating assets and liabilities
    
    
    148.6
    
    
    
    104.9Net cash provided by operating activities  continuing operations
    
    
    703.1
    
    
    
    1,436.4Net cash provided by operating activities  discontinued operations
    
    
    
    
    
    
    12.4Net cash flows provided by operating activities
    
    
    703.1
    
    
    
    1,448.8Cash flows from investing activities:Purchases of property and equipment
    
    
    (54.1
    )
    
    
    (51.1
    )Other
    
    
    2.4
    
    
    
    2.7Net cash used in investing activities  continuing operations
    
    
    (51.7
    )
    
    
    (48.4
    )Net cash used in investing activities  discontinued operations
    
    
    
    
    
    
    (0.8
    )Net cash used in investing activities
    
    
    (51.7
    )
    
    
    (49.2
    )Cash flows from financing activities:Treasury stock acquired
    
    
    (2,515.7
    )
    
    
    (528.7
    )Proceeds from long-term debt, net of discounts
    
    
    1,494.0
    
    
    
    Proceeds from revolving credit line, net
    
    
    100.0
    
    
    
    Tax benefit relating to employee stock compensation
    
    
    25.9
    
    
    
    30.8Net proceeds from employee stock plans
    
    
    23.1
    
    
    
    16.7Deferred financing fees
    
    
    (10.9
    )
    
    
    Repayment of long-term debt
    
    
    (0.1
    )
    
    
    (360.0
    )Net cash used in financing activities
    
    
    (883.7
    )
    
    
    (841.2
    )Effect of foreign currency translation adjustment
    
    
    (0.4
    )
    
    
    2.4Net (decrease) increase in cash and cash equivalents
    
    
    (232.7
    )
    
    
    560.8Cash and cash equivalents at beginning of period
    
    
    523.7
    
    
    
    1,070.4Cash and cash equivalents at end of period
    
    $
    291.0
    
    
    $
    1,631.2




---



##### 



Table 1
Unaudited Consolidated Selected Information
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2011
    
    
    2010
    
    
    2011
    
    
    2010Claims VolumeNetwork
    
    
    148.0
    
    
    
    151.0
    
    
    
    296.8
    
    
    
    300.0Home Delivery & Specialty(1)
    
    
    13.4
    
    
    
    13.5
    
    
    
    26.6
    
    
    
    26.9Total claims
    
    
    161.4
    
    
    
    164.5
    
    
    
    323.4
    
    
    
    326.9Total adjusted claims(2)
    
    
    185.7
    
    
    
    189.1
    
    
    
    371.8
    
    
    
    375.7Depreciation and Amortization (D&A):Revenue amortization(3)
    
    $
    28.5
    
    
    $
    28.5
    
    
    $
    57.0
    
    
    $
    57.0Cost of revenues depreciation
    
    
    10.9
    
    
    
    9.4
    
    
    
    21.6
    
    
    
    17.9Selling, general and administrative depreciation
    
    
    13.7
    
    
    
    12.5
    
    
    
    27.2
    
    
    
    24.0Selling, general and administrative amortization
    
    
    10.2
    
    
    
    10.1
    
    
    
    20.4
    
    
    
    20.3Total D&A
    
    $
    63.3
    
    
    $
    60.5
    
    
    $
    126.2
    
    
    $
    119.2Generic Fill RateNetwork
    
    
    75.2
    %
    
    
    72.5
    %
    
    
    75.1
    %
    
    
    71.9
    %Home Delivery
    
    
    62.7
    %
    
    
    60.0
    %
    
    
    62.2
    %
    
    
    59.7
    %Overall
    
    
    74.0
    %
    
    
    71.4
    %
    
    
    73.9
    %
    
    
    70.8
    %
 
 Note: See Appendix for footnotes.




---



##### 



Table 2
Calculation of Adjusted Gross Profit and SG&A
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2011
    
    
    2010
    
    
    2011
    
    
    2010Gross profit, as reported
    
    $
    784.1
    
    
    $
    757.5
    
    
    $
    1,529.6
    
    
    $
    1,420.7Amortization of NextRx-related intangible assets (3)
    
    
    28.5
    
    
    
    28.5
    
    
    
    57.0
    
    
    
    57.0Non-recurring integration-related costs (4)
    
    
    
    
    
    
    21.7
    
    
    
    
    
    
    
    47.6Non-recurring benefit related to client contract amendment (5)
    
    
    
    
    
    
    (30.0
    )
    
    
    
    
    
    
    (30.0
    )Adjusted gross profit
    
    $
    812.6
    
    
    $
    777.7
    
    
    $
    1,586.6
    
    
    $
    1,495.3Selling, general and administrative expenses, as reported
    
    $
    204.8
    
    
    $
    227.2
    
    
    $
    397.9
    
    
    $
    435.7Amortization of legacy intangible assets (6)
    
    
    8.6
    
    
    
    8.5
    
    
    
    17.2
    
    
    
    17.1Amortization of NextRx-related intangible assets (3)
    
    
    1.6
    
    
    
    1.6
    
    
    
    3.2
    
    
    
    3.2Non-recurring integration-related costs (4)
    
    
    
    
    
    
    4.4
    
    
    
    
    
    
    
    10.4Adjusted selling, general and administrative expenses
    
    $
    194.6
    
    
    $
    212.7
    
    
    $
    377.5
    
    
    $
    405.0
 
 Note: See Appendix for footnotes.




---



##### 



Table 3
EBITDA Reconciliation
 (7)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2011
    
    
    2010
    
    
    2011
    
    
    2010Net income from continuing operations, as reported
    
    $
    334.2
    
    
    $
    307.3
    
    
    $
    660.7
    
    
    $
    567.9Provision for income taxes
    
    
    196.3
    
    
    
    181.5
    
    
    
    382.9
    
    
    
    334.5Depreciation and amortization
    
    
    63.3
    
    
    
    60.5
    
    
    
    126.2
    
    
    
    119.2Interest expense, net
    
    
    48.8
    
    
    
    41.5
    
    
    
    88.1
    
    
    
    82.6EBITDA from continuing operations, as reported
    
    
    642.6
    
    
    
    590.8
    
    
    
    1,257.9
    
    
    
    1,104.2Non-recurring integration-related costs (4)
    
    
    
    
    
    
    26.1
    
    
    
    
    
    
    
    58.0Non-recurring benefit related to client contract amendment (5)
    
    
    
    
    
    
    (30.0
    )
    
    
    
    
    
    
    (30.0
    )Adjusted EBITDA from continuing operations
    
    $
    642.6
    
    
    $
    586.9
    
    
    $
    1,257.9
    
    
    $
    1,132.2Total adjusted claims
    
    
    185.7
    
    
    
    189.1
    
    
    
    371.8
    
    
    
    375.7Adjusted EBITDA per adjusted claim
    
    $
    3.46
    
    
    $
    3.10
    
    
    $
    3.38
    
    
    $
    3.01
 
 Note: See Appendix for footnotes.




---



##### 



Table 4
 Calculation of Adjusted EPS
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2011
    
    
    2010
    
    
    2011
    
    
    2010(per diluted share)EPS from continuing operations, as reported
    
    $
    0.66
    
    
    $
    0.56
    
    
    $
    1.27
    
    
    $
    1.03Non-recurring items:Integration-related costs (4)
    
    
    
    
    
    
    0.03
    
    
    
    
    
    
    
    0.06Benefit related to client contract amendment (5)
    
    
    
    
    
    
    (0.03
    )
    
    
    
    
    
    
    (0.03
    )Amortization of:Legacy intangible assets(6)
    
    
    0.01
    
    
    
    0.01
    
    
    
    0.02
    
    
    
    0.02NextRx-related intangible assets(3)
    
    
    0.04
    
    
    
    0.03
    
    
    
    0.07
    
    
    
    0.07EPS from continuing operations, adjusted
    
    $
    0.71
    
    
    $
    0.60
    
    
    $
    1.36
    
    
    $
    1.15EPS from discontinued operations, as reported
    
    $
    
    
    
    $
    (0.03
    )
    
    $
    
    
    
    $
    (0.03
    )Non-recurring items:Impairment and other charges (8)
    
    
    
    
    
    
    0.03
    
    
    
    
    
    
    
    0.03EPS from discontinued operations, adjusted
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Total EPS, adjusted
    
    $
    0.71
    
    
    $
    0.60
    
    
    $
    1.36
    
    
    $
    1.15
 
 Note: See Appendix for footnotes.




---



##### 



Table 5
 2011 Guidance Information
 EstimatedYear EndedDecember 31, 2011(per diluted share)Reaffirmed adjusted EPS guidance
    
    $
    3.15
    to
    $
    3.25GAAP items not included in guidance:Amortization of legacy intangible assets(9)
    
    
    0.04
    
    
    
    0.04Amortization of NextRx-related intangible assets(10)
    
    
    0.15
    
    
    
    0.15Effect of
merger agreement with Medco
    
    
    TBD




---



##### 



Appendix
 Footnotes
 (1)
    
    These claims include home delivery, specialty and other claims
including: (a) drugs distributed through patient assistance programs (b) drugs
we distribute to other PBMs clients under limited distribution contracts with
pharmaceutical manufacturers and (c) Emerging Market claims.(2)
    
    Total adjusted claims reflect home delivery claims multiplied by
3, as home delivery claims typically cover a time period 3 times longer than
retail claims.(3)
    
    Amortization of NextRx-related intangible assets include amounts
in both revenues and selling, general and administrative expense. Revenue
amortization is related to the customer contract with WellPoint which
consummated upon closing of the NextRx acquisition in 2009. Under U.S. GAAP
standards, amortization of intangibles that arise in connection with
consideration given to a customer by a vendor is characterized as a reduction
of revenues. Intangible amortization of $28.5 million ($18.0 million and $17.9
million net of tax in 2011 and 2010, respectively) is included as a reduction
to revenue for the three months ended June 30, 2011 and 2010 and $57.0 million
($36.1 million and $35.9 million net of tax in 2011 and 2010, respectively) is
included as a reduction to revenue for the six months ended June 30, 2011 and
2010.In addition, intangible amortization of $1.6 million ($1.0 million net of tax)
is included in selling, general and administrative expense in the three months
ended June 30, 2011 and 2010 and $3.2 million ($2.0 million net of tax) is
included in selling, general and administrative expense in the six months ended
June 30, 2011 and 2010.(4)
    
    Integration-related costs include those costs directly related
to the acquisition of NextRx, primarily comprised of transition services,
integration, site closures and severance costs of $21.7 million ($13.6 million
net of tax) is included in cost of revenues for the three months ended June 30,
2010 and $47.6 million ($30.0 million net of tax) is included in cost of
revenues for the six months ended June 30, 2010.Additionally, the Company incurred integration-related costs of $4.4 million
($2.8 million net of tax) included in selling, general and administrative
expense in the three months ended June 30, 2010 and $10.4 million ($6.5 million
net of tax) included in selling, general and administrative expense for the six
months ended June 30, 2010.(5)
    
    Non-recurring benefit relating to an amendment of a client
contract. $30.0 million ($18.9 million net of tax) is included as an increase
to revenue for three months and six months ended June 30, 2010. This amount
was originally accrued in the NextRx opening balance sheet and in accordance
with business combination accounting guidance the reversal of the accrual was
recorded in revenue, since it relates to client guarantees, upon amendment of
the contract during the second quarter of 2010.(6)
    
    This adjustment represents the effect of Express Scripts legacy
intangible amortization, prior to the acquisition of NextRx. Intangible
amortization of $8.6 million ($5.4 million net of tax) and $8.5 million ($5.3
million net of tax) is included in selling, general and administrative expense
for three months ended June 30, 2011 and 2010, respectively. $17.2 million
($10.9 million net of tax) and $17.1 million ($10.8 million net of tax) is
included in selling, general and administrative expense for the six months
ended June 30, 2011 and 2010, respectively.(7)
    
    EBITDA is earnings before taxes, depreciation and amortization,
net interest and other income (expense); or alternatively calculated as
operating income plus depreciation and amortization. EBITDA is presented
because it is a widely accepted indicator of a companys ability to service
indebtedness and is frequently used to evaluate a companys performance.
EBITDA, however, should not be considered as an alternative to net income, as a
measure of operating performance, as an alternative to cash flow, as a measure
of liquidity or as a substitute for any other measure computed in accordance
with U.S. GAAP. In addition, this definition and calculation of EBITDA may not
be comparable to that used by other companies.(8)
    
    The Company recorded a charge of $28.2 million ($17.7 million
net of tax) during the second quarter of 2010, the majority of which reflects
the goodwill and intangible asset impairment and the subsequent write-down of
assets to fair market value for a business included in the Emerging Markets
segment. $17.7 million is included in Net loss from discontinued operations,
net of tax on the income statement.(9)
    
    This adjustment represents the per share effect of Express
Scripts legacy intangible amortization, prior to the acquisition of NextRx.
Intangible amortization of approximately $34.2 million will be included in
selling, general and administrative expense in 2011.(10)
    
    This adjustment represents the per share effect of the
NextRx-related intangible amortization. Intangible amortization of
approximately $114.0 million will be included as a reduction to revenue in
2011. Intangible amortization of $6.5 million will be included in selling,
general and administrative expense in 2011.