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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



| | x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ---------------------------------------------------------------------------------------



For the Quarterly Period Ended September 30, 2003



OR



| |  ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | -----------------------------------------------------------------------------------------



For the transition period from
 to



Commission File Number 0-21447



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AdvancePCS

(Exact name of registrant as specified in its charter)



|Delaware                 |  | 75-2493381                          
|------------------------ |  | ------------------------------------
|(State of Incorporation) |  | (IRS Employer Identification Number)



750 West John
Carpenter Freeway

Suite 1200

Irving, Texas 75039

(Address of principal executive offices)



(469) 524-4700

(Registrants Telephone Number, including area code)



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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ̈



Indicate by check mark whether the
registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2) Yes þ No ̈



As of October 31, 2003, the registrant had (1) 79,953,382 shares of Class A
common stock, $.01 par value outstanding, (2) 12,913,334 shares of Class B-1 common stock, $.01 par value, outstanding and (3) 200 shares of Class B-2 common stock, $.01 par value, outstanding.



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##### Table of Contents

AdvancePCS and Subsidiaries



Index to
Quarterly Report on Form 10-Q



|           |  |                       |  |                                                                                                                          |  | Page   
|---------- |  | --------------------- |  | ------------------------------------------------------------------------------------------------------------------------ |  | -------
|Part I.    |  | Financial Information |  |                                                                                                                         
|           |  |                       | 
|           |  | Item 1.               |  | Financial Statements                                                                                                     |  |        
|           |  |                       | 
|           |  |                       |  | A.      
Consolidated Balance Sheets as of September 30, 2003 and March 31, 2003 (Unaudited)                             |  | 1      
|           |  |                       | 
|           |  |                       |  | B.      
Consolidated Statements of Operations for the Three and Six Months Ended September 30, 2003and 2002 (Unaudited) |  | 2      
|           |  |                       | 
|           |  |                       |  | C.      
Consolidated Statements of Cash Flows for the Six Months Ended September 30, 2003 and 2002(Unaudited)           |  | 3      
|           |  |                       | 
|           |  |                       |  | D.      
Notes to Consolidated Financial Statements (Unaudited)                                                          |  | 4  14 
|           |  |                       | 
|           |  | Item 2.               |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                    |  | 15  27
|           |  |                       | 
|           |  | Item 3.               |  | Qualitative and Quantitative Disclosures About Market Risk                                                               |  | 27     
|           |  |                       | 
|           |  | Item 4.               |  | Controls and Procedures                                                                                                  |  | 27  28
|           |  |                      
|Part II.   |  | Other Information     |  |                                                                                                                         
|           |  |                       | 
|           |  | Item 1.               |  | Legal Proceedings                                                                                                        |  | 28  31
|           |  |                       | 
|           |  | Item 6.               |  | Exhibits and Reports on Form 8-K                                                                                         |  | 31  32
|           | 
|Signatures |  | 33                   





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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS



This Form 10-Q includes forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (forward-looking statements). We have based these forward-looking statements on our current expectations and projections about future
events. These statements relate to business plans or strategies, projected or anticipated benefits or other consequences of such plans or strategies or projections involving anticipated revenues, earnings, level of capital expenditures or other
aspects of operating results and the underlying assumptions including internal growth as well as general economic and financial market conditions. These statements involve known and unknown risks, uncertainties and other factors that may cause our
actual results and performance to be materially different from any future results or performance expressed or implied by these forward-looking statements. These factors include, among other things, those matters set forth in our Annual Report on
Form 10-K for the fiscal year ended March 31, 2003, as it may be amended from time to time, under the caption Risk Factors, as well as the following:



| | Risks associated with competition in our industry, including client retention, the ability to consummate contracts with new clients and pricing and margin pressures from competitors
and client demands;
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | Risks related to our relationships with pharmaceutical manufacturers or a change in pricing, discounts or other practices of these manufacturers;
|- | -------------------------------------------------------------------------------------------------------------------------------------------------



| | Risks related to compliance with governmental legislation and regulations, including compliance with any changes in the interpretations of existing laws and regulations and the
passage of new legislation or regulations;
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | Risks related to our ability to develop, market and sell new products, services and technologies;
|- | -------------------------------------------------------------------------------------------------



| | Risks associated with adverse results in litigation or other liability claims asserted against us, including professional liability claims in excess of our insurance coverage and
challenges to our business practices;
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | Risks related to maintaining our pharmacy network affiliations and negotiated retail discounts;
|- | -----------------------------------------------------------------------------------------------



| | Risks associated with managing and integrating future acquisitions;
|- | -------------------------------------------------------------------



| | Risks associated with maintaining and managing our growth;
|- | ----------------------------------------------------------



| | Risks associated with the general changes in the health care industry, including increases in health care costs, changes in drug utilization and the introduction rates of new drugs;
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | Risks associated with our ability or inability to attract and retain qualified personnel;
|- | -----------------------------------------------------------------------------------------



| | Risk associated with general economic and business conditions, including exposure to customers credit risks;
|- | -------------------------------------------------------------------------------------------------------------



| | Risks associated with our debt obligations, including compliance with covenants contained in our credit agreements; and
|- | -----------------------------------------------------------------------------------------------------------------------



| | Risks associated with delays or failure in completing our proposed merger with Caremark Rx, Inc.
|- | ------------------------------------------------------------------------------------------------



Although we believe that our forward-looking statements are based upon reasonable assumptions, we can give no assurance that these
forward-looking statements will be achieved. Given these uncertainties, prospective investors are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements speak only as of the date made. Except as
required by law, we are under no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results.





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##### Table of Contents

PART I. FINANCIAL INFORMATION



|Item 1. |  | Financial Statements
|------- |  | --------------------



AdvancePCS and Subsidiaries

Consolidated Balance Sheets

(Dollars in thousands, except share data)

(Unaudited)



|                                                                                                                                            |  | September 30,2003 |           |   | March 31,2003 |  
|------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | --------- | - | ------------- | -
|ASSETS                                                                                                                                      |  |                   |           |   |               |  
|Current assets:                                                                                                                             |  |                   |           |   |               |  
|Cash and cash equivalents                                                                                                                   |  | $                 | 112,723   |   |               | $
|Accounts receivable, net of allowance for doubtful accounts of $13,617 and $15,586, respectively                                            |  |                   | 1,656,393 |   |               |  
|Inventories                                                                                                                                 |  |                   | 136,319   |   |               |  
|Prepaid expenses and other                                                                                                                  |  |                   | 39,194    |   |               |  
|                                                                                                                                            |  |                   |           |   |               |  
|Total current assets                                                                                                                        |  |                   | 1,944,629 |   |               |  
|Noncurrent assets:                                                                                                                          |  |                   |           |   |               |  
|Property and equipment, net of accumulated depreciation and amortization of $121,426 and $100,641, respectively                             |  |                   | 144,043   |   |               |  
|Goodwill                                                                                                                                    |  |                   | 1,249,308 |   |               |  
|Intangible assets, net                                                                                                                      |  |                   | 372,100   |   |               |  
|Other noncurrent assets                                                                                                                     |  |                   | 68,685    |   |               |  
|                                                                                                                                            |  |                   |           |   |               |  
|Total assets                                                                                                                                |  | $                 | 3,778,765 |   |               | $
|                                                                                                                                            |  |                   |           |   |               |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                        |  |                   |           |   |               |  
|Current liabilities:                                                                                                                        |  |                   |           |   |               |  
|Current portion of long-term debt                                                                                                           |  | $                 | 77        |   |               | $
|Claims and accounts payable                                                                                                                 |  |                   | 2,055,354 |   |               |  
|Accrued salaries and benefits                                                                                                               |  |                   | 34,524    |   |               |  
|Other accrued expenses                                                                                                                      |  |                   | 92,568    |   |               |  
|                                                                                                                                            |  |                   |           |   |               |  
|Total current liabilities                                                                                                                   |  |                   | 2,182,523 |   |               |  
|Noncurrent liabilities:                                                                                                                     |  |                   |           |   |               |  
|Long-term debt, less current portion                                                                                                        |  |                   | 287,825   |   |               |  
|Deferred income taxes                                                                                                                       |  |                   | 147,702   |   |               |  
|Other noncurrent liabilities                                                                                                                |  |                   | 44,982    |   |               |  
|                                                                                                                                            |  |                   |           |   |               |  
|Total liabilities                                                                                                                           |  |                   | 2,663,032 |   |               |  
|                                                                                                                                            |  |                   |           |   |               |  
|                                                                                                                                            |  |                  
|Commitments and contingencies                                                                                                               |  |                   |           |   |               |  
|                                                                                                                                            |  |                  
|Stockholders equity:                                                                                                                       |  |                   |           |   |               |  
|Preferred stock, $.01 par value; 5,000,000 shares authorized; Convertible preferred stock, $.01 par value; no shares issued and
outstanding |  |                   |          |   |               |  
|Common stock, $.01 par value; 200,000,000 shares authorized:                                                                                |  |                   |           |   |               |  
|Class A common stock, $.01 par value; 84,790,898 and 82,502,362 shares issued, respectively                                                 |  |                   | 847       |   |               |  
|Class B-1 common stock, $.01 par value; 12,913,334 shares issued and outstanding                                                            |  |                   | 130       |   |               |  
|Class B-2 common stock, $.01 par value; 200 shares issued and outstanding                                                                   |  |                   |          |   |               |  
|Additional paid-in capital                                                                                                                  |  |                   | 790,195   |   |               |  
|Accumulated other comprehensive loss                                                                                                        |  |                   | (8,154    | ) |               |  
|Accumulated earnings                                                                                                                        |  |                   | 440,203   |   |               |  
|Treasury stock, at cost:                                                                                                                    |  |                   |           |   |               |  
|Class A common stock; 5,322,028 and 5,459,573 shares                                                                                        |  |                   | (107,488  | ) |               |  
|                                                                                                                                            |  |                   |           |   |               |  
|Total stockholders equity                                                                                                                  |  |                   | 1,115,733 |   |               |  
|                                                                                                                                            |  |                   |           |   |               |  
|Total liabilities and stockholders equity                                                                                                  |  | $                 | 3,778,765 |   |               | $
|                                                                                                                                            |  |                   |           |   |               |  



The accompanying notes
are an integral part of these consolidated financial statements.



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AdvancePCS and Subsidiaries

Consolidated Statements of Operations

(Amounts in thousands, except per share data)

(Unaudited)



|                                             |  | Three Months EndedSeptember 30, |           |   | Six Months EndedSeptember 30, |  
|-------------------------------------------- |  | ------------------------------- | --------- | - | ----------------------------- | -
|                                             |  | 2003                            |           |   | 2002                          |  
|Revenues                                     |  | $                               | 3,692,382 |   |                               | $
|Cost of revenues                             |  |                                 | 3,527,977 |   |                               |  
|                                             |  |                                 |           |   |                               |  
|Gross profit                                 |  |                                 | 164,405   |   |                               |  
|Selling, general and administrative expenses |  |                                 | 66,826    |   |                               |  
|Merger-related charges                       |  |                                 | 3,385     |   |                               |  
|                                             |  |                                 |           |   |                               |  
|Operating income                             |  |                                 | 94,194    |   |                               |  
|Interest income                              |  |                                 | 1,061     |   |                               |  
|Interest expense                             |  |                                 | (9,037    | ) |                               |  
|Loss on early retirement of debt             |  |                                 |          |   |                               |  
|Loss from joint venture                      |  |                                 | (1,424    | ) |                               |  
|                                             |  |                                 |           |   |                               |  
|Income before provision for income taxes     |  |                                 | 84,794    |   |                               |  
|Provision for income taxes                   |  |                                 | (33,494   | ) |                               |  
|                                             |  |                                 |           |   |                               |  
|Net income                                   |  | $                               | 51,300    |   |                               | $
|                                             |  |                                 |           |   |                               |  
|Basic                                        |  |                                 |           |   |                               |  
|Net income per share                         |  | $                               | 0.56      |   |                               | $
|                                             |  |                                 |           |   |                               |  
|Weighted average shares outstanding          |  |                                 | 92,073    |   |                               |  
|                                             |  |                                 |           |   |                               |  
|Diluted                                      |  |                                 |           |   |                               |  
|Net income per share                         |  | $                               | 0.52      |   |                               | $
|                                             |  |                                 |           |   |                               |  
|Weighted average shares outstanding          |  |                                 | 98,391    |   |                               |  
|                                             |  |                                 |           |   |                               |  



The accompanying notes
are an integral part of these consolidated financial statements.



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AdvancePCS and Subsidiaries

Consolidated Statements of Cash Flows

(Dollars in thousands)

(Unaudited)



|                                                                                   |  | Six Months EndedSeptember 30, |         
|---------------------------------------------------------------------------------- |  | ----------------------------- | --------
|                                                                                   |  | 2003                          |         
|Cash flows from operating activities:                                              |  |                               |         
|                                                                                   |  |                              
|Net income                                                                         |  | $                             | 99,683  
|                                                                                   |  |                              
|Adjustments to reconcile net income to net cash provided by operating activities  |  |                               |         
|Depreciation and amortization                                                      |  |                               | 27,525  
|Provision for doubtful accounts                                                    |  |                               | 331     
|Deferred income taxes                                                              |  |                               | 6,986   
|Change in operating assets and liabilities                                        |  |                               |         
|Accounts receivable                                                                |  |                               | (28,793 
|Inventories                                                                        |  |                               | (36,890 
|Prepaid expenses and other noncurrent assets                                       |  |                               | (12,113 
|Claims and accounts payable, accrued expenses and other noncurrent liabilities     |  |                               | 96,008  
|                                                                                   |  |                               |         
|Net cash provided by operating activities                                          |  |                               | 152,737 
|                                                                                   |  |                               |         
|Cash flows from investing activities:                                              |  |                               |         
|                                                                                   |  |                              
|Purchase of property and equipment                                                 |  |                               | (13,827 
|Joint venture and other                                                            |  |                               | (2,213  
|                                                                                   |  |                               |         
|Net cash used in investing activities                                              |  |                               | (16,040 
|                                                                                   |  |                               |         
|Cash flows from financing activities:                                              |  |                               |         
|                                                                                   |  |                              
|Net proceeds from issuance of Common Stock                                         |  |                               | 24,888  
|Purchase of Class A Common Stock  Treasury Stock                                  |  |                               |        
|Deferred financing costs                                                           |  |                               |        
|Repayment of debt                                                                  |  |                               | (111    
|Net activity on asset securitization facility                                      |  |                               | (159,998
|                                                                                   |  |                               |         
|Net cash used in financing activities                                              |  |                               | (135,221
|                                                                                   |  |                               |         
|                                                                                   |  |                              
|Net increase (decrease) in cash and cash equivalents                               |  |                               | 1,476   
|                                                                                   |  |                              
|Cash and cash equivalents, beginning of period                                     |  |                               | 111,247 
|                                                                                   |  |                               |         
|                                                                                   |  |                              
|Cash and cash equivalents, end of period                                           |  | $                             | 112,723 
|                                                                                   |  |                               |         



The accompanying notes
are an integral part of these consolidated financial statements.



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AdvancePCS and Subsidiaries



Notes to Consolidated Financial Statements (Unaudited)



|1. | Background and Basis of Presentation
|-- | ------------------------------------



AdvancePCS, a Delaware corporation, and its subsidiaries (the Company or AdvancePCS) provide a wide range of health improvement services designed to manage costs and
improve the quality of care delivered to health plan members. Services include integrated mail service and retail pharmacy networks, formulary development and management, rebate negotiation and management, specialty pharmacy, disease management,
clinical trials, outcomes research, information management, prescription drug services for the uninsured and online health information. The Company markets its services to managed care organizations, third-party health plan administrators, insurance
companies, government agencies, employer groups and labor union-based trusts.



In September 2003, AdvancePCS entered into an Agreement and Plan of Merger (Merger Agreement) with Caremark Rx, Inc. (Caremark), in order to combine the two companies. Pursuant to the Merger Agreement and subject to the terms and conditions
set forth therein, at the effective time of the merger provided for in the Merger Agreement (Effective Time), the Company will become a wholly-owned subsidiary of Caremark. Also at the Effective Time, each outstanding share of common stock of the
Company will be converted into the right to receive (i) shares of Caremark common stock equal to the product of 2.15 (Exchange Ratio) and 90%, which is equal to 1.935 shares, and (ii) an amount in cash equal to 10% of the product of the Exchange
Ratio and the average of the per share closing sales prices of shares of Caremark common stock as reported on the New York Stock Exchange during the five consecutive trading day period ending on (and including) the fifth trading day immediately
prior to the Effective Time. Consummation of the transaction is subject to various conditions, including stockholder and regulatory approvals.



The accompanying unaudited consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United
States for the interim financial information in the form prescribed by the Securities and Exchange Commission (SEC) in instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes
required by accounting principles generally accepted in the United States for annual financial statements. In the opinion of the Companys management, all adjustments, which include normal recurring adjustments, necessary for a fair
presentation of financial position, results of operations and cash flows at the dates and for the periods presented have been included. In the opinion of the Companys management, the disclosures contained in this Form 10-Q are adequate to make
the information presented not misleading when read in conjunction with the Companys Annual Report on Form 10-K for the year ended March 31, 2003, as amended. The results of operations for interim periods are not necessarily indicative of the
results to be expected for the full year or for any future period. Certain prior year amounts have been reclassified to conform to the current year presentation.



|2. | Employee Stock-Based Compensation
|-- | ---------------------------------



The Company follows the disclosure provisions as provided by Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based
Compensation (SFAS 123) and SFAS No. 148, Accounting for Stock-Based Compensation-Transition and Disclosure, an Amendment of FASB Statement No. 123 (SFAS 148) but continues to account for stock options using the intrinsic value
method under Accounting Principals Board Opinion (APB) No. 25, Accounting for Stock Issued to Employees. Under this method, compensation expense is recorded over the related service period when the market price exceeds the option price
at the measurement date, which is the grant date for the options. For the three months ended September 30, 2003 and 2002, compensation expense of $304,000 and $206,000, respectively, and for the six months ended September 30, 2003 and 2002,
compensation expense of $623,000 and $412,000, respectively, was recorded for certain options granted in fiscal year 2001. The Company has elected to continue applying the intrinsic value method under APB 25. Had compensation expense for these plans
been determined in accordance with SFAS 123 and 148, the Companys net income and net income per share would have been reduced to the following pro forma amounts (in thousands):



|                                        |  | Three Months EndedSeptember 30, |        | Six Months EndedSeptember 30,
|--------------------------------------- |  | ------------------------------- | ------ | -----------------------------
|                                        |  | 2003                            |        | 2002                         
|Stock-based compensation, net of taxes: |  |                                 |        |                              
|As currently reported                   |  | $                               | 184    |                              
|Pro forma                               |  | $                               | 4,310  |                              
|Net income:                             |  |                                 |        |                              
|As currently reported                   |  | $                               | 51,300 |                              
|Pro forma                               |  | $                               | 47,174 |                              
|Basic net income per share:             |  |                                 |        |                              
|As currently reported                   |  | $                               | 0.56   |                              
|Pro forma                               |  | $                               | 0.51   |                              
|Diluted net income per share:           |  |                                 |        |                              
|As currently reported                   |  | $                               | 0.52   |                              
|Pro forma                               |  | $                               | 0.48   |                              



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For options granted during the three months and six months ended September 30, 2003 and 2002, the fair value of each
option grant was estimated using the Black-Scholes option-pricing model and the following assumptions: expected life of 3-5 years, risk-free interest rate of 1.77% and 2.68%, respectively, expected volatility of 58% and no expected dividend yield.



During each reporting period, fully diluted earnings per share are calculated
by assuming that in-the-money options are exercised and the exercise proceeds are used to repurchase shares in the marketplace. When options are actually exercised, option proceeds are credited to equity and issued shares are included in
the computation of earnings per common share, with no effect on reported earnings. Equity is also increased by the tax benefit that the Company will receive in its tax return for income reported by the optionees in their individual tax returns.



|3. | Accounting Pronouncements
|-- | -------------------------



Recently Adopted Accounting Pronouncements



In May 2002, the FASB issued SFAS No. 145, Rescission of SFAS Nos. 4, 44, and 64, Amendment of SFAS 13, and Technical Corrections as of April 2002 (SFAS 145).
This Statement rescinds FASB Statement No. 4, Reporting Gains and Losses from Extinguishment of Debt, and an amendment of that Statement, and FASB Statement No. 64, Extinguishments of Debt Made to Satisfy Sinking-Fund
Requirements. SFAS 145 restricts the classification of gains and losses from extinguishment of debt to only those transactions that are unusual and infrequent in nature as defined by APB No. 30, Reporting the Results of Operations 
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions (APB 30) as extraordinary. The Company adopted SFAS 145 in the first quarter of fiscal 2004. In
connection with the Term B note repayments made in June 2002, the Company recorded a loss associated with the early retirement of debt. The loss was attributable to a non-cash charge to write-off a portion of the deferred financing fees related to
the secured bank agreement in the amount of $2.4 million (excluding taxes of $953,000, included in provision for income taxes) and was previously reflected as an extraordinary item. Accordingly, the pre-tax extraordinary loss of $2.4 million for the
six months ended September 30, 2002, was reclassified to income before income taxes to conform to the requirements of SFAS 145.



Recently Issued Accounting Pronouncements



In January 2003, the FASB issued FASB Interpretation (FIN) No. 46, Consolidation of Variable Interest Entities (FIN 46), which clarifies the application of
Accounting Research Bulletin No. 51, Consolidated Financial Statements. FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the
characteristics of a controlling financial interest or do not provide sufficient equity at risk for the entity to support its activities. FIN 46 was effective for all variable interest entities created after January 31, 2003. For variable interest
entities acquired or created prior to February 1, 2003, the provisions of FIN 46 must be applied to the first interim or annual period ending after December 15, 2003. The



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Company has a variable interest entity that has been and will continue to be included in the Companys consolidated financial statements, and therefore,
management believes the adoption of FIN 46 will not have a material impact on its financial position or results of operations.



|4. | Net Income Per Share
|-- | --------------------



Basic net income per share is computed using the weighted average number of common shares (including both Class A common stock and Class B common stock) outstanding during the periods presented. Diluted net income per
share is computed giving effect to all potentially dilutive common shares, assuming that such shares were outstanding during the periods presented. The weighted average diluted common shares outstanding were calculated under the treasury
stock method in accordance with SFAS No. 128, Earnings Per Share.



Below is a reconciliation of basic weighted average shares outstanding to diluted weighted average shares outstanding (in thousands). Options to purchase 2.6 million and 2.5 million shares of common stock were outstanding at September 30,
2002 but were excluded from the computation of diluted earnings per share for the three month and six month periods, respectively, because the options exercise prices were greater than the average market price of the Companys common
stock during the applicable period (antidilutive). No antidilutive options were outstanding at September 30, 2003.



|                                                     |  | Three Months EndedSeptember 30, |  | Six Months EndedSeptember 30,
|---------------------------------------------------- |  | ------------------------------- |  | -----------------------------
|                                                     |  | 2003                            |  | 2002                         
|Weighted average common shares outstanding - Basic   |  | 92,073                          |  | 91,615                       
|Dilutive common stock equivalents:                   |  |                                 |  |                              
|Stock options and warrants                           |  | 6,318                           |  | 6,797                        
|                                                     |  |                                 |  |                              
|Weighted average common shares outstanding - Diluted |  | 98,391                          |  | 98,412                       
|                                                     |  |                                 |  |                              



|5. | Goodwill and Intangible Assets
|-- | ------------------------------



SFAS No. 142, Goodwill and Other Intangible Assets (SFAS 142) requires that goodwill no longer be amortized. Instead, all goodwill (including goodwill
associated with acquisitions consummated prior to the adoption of SFAS 142) is to be evaluated for impairment at least annually or when events or circumstances occur indicating that goodwill might be impaired.



The Company completed its annual impairment test during the fourth quarter of fiscal year
2003, which did not result in an impairment charge.



The following is a summary
of goodwill activity for the dates indicated (in thousands):



|March 31, 2003                           |  | $ | 1,248,514
|---------------------------------------- |  | - | ---------
|Finalization of Accordant purchase price |  |   | 794      
|                                         |  |   |          
|September 30, 2003                       |  | $ | 1,249,308
|                                         |  |   |          



The following is a summary of
intangible assets at the dates indicated (in thousands):



|                                                           |  | September 30,2003 |         |   | March 31,2003 |  
|---------------------------------------------------------- |  | ----------------- | ------- | - | ------------- | -
|Amortizable intangible assets, gross:                      |  |                   |         |   |               |  
|Customer base                                              |  | $                 | 278,380 |   |               | $
|Other                                                      |  |                   | 21,675  |   |               |  
|                                                           |  |                   |         |   |               |  
|                                                           |  |                   | 300,055 |   |               |  
|                                                           |  |                   |         |   |               |  
|Accumulated amortization of amortizable intangible assets: |  |                   |         |   |               |  
|Customer base                                              |  |                   | (27,941 | ) |               |  
|Other                                                      |  |                   | (7,851  | ) |               |  
|                                                           |  |                   |         |   |               |  
|                                                           |  |                   | (35,792 | ) |               |  
|                                                           |  |                   |         |   |               |  
|Amortizable intangible assets, net                         |  |                   | 264,263 |   |               |  
|                                                           |  |                   |         |   |               |  
|Non-amortizable intangible assets:                         |  |                   |         |   |               |  
|Trade name - PCS                                           |  |                   | 105,267 |   |               |  
|Trade name - Accordant                                     |  |                   | 2,570   |   |               |  
|                                                           |  |                   |         |   |               |  
|Total intangible assets, net                               |  | $                 | 372,100 |   |               | $
|                                                           |  |                   |         |   |               |  



6



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##### Table of Contents

The Company recorded a $4.7 million decrease in amortizable intangible assets during the first quarter of fiscal 2004,
which represents the reallocation of Accordant intangibles based on the final valuation analysis. The weighted average amortization period for amortizable intangible assets is 25.3 years (26.3 yearscustomer base and 6.8 yearsother).



Amortization expense of amortizable intangible assets was $3.3 million and
$2.9 million for the three months ended September 30, 2003 and 2002, respectively, and $6.6 million and $5.8 million for the six months ended September 30, 2003 and 2002, respectively.



The Company determined that the $105.3 million and $2.6 million in trade names, acquired with the acquisition of PCS and Accordant,
respectively, had indefinite useful lives. Current circumstances and conditions continue to support that determination.



|6. | Debt
|-- | ----



Long-term debt consists of the following (in thousands):



|                                                                                                                                                                         |  | September 30,2003 |         |   | March 31,2003 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------- | ------- | - | ------------- | -
|Asset Securitization Facility, with interest at funding agents A-1+/P-1 commercial paper rate of 1.17% plus 1.50% and 1.33% plus .85%, respectively, due December, 2006 |  | $                 | 100,000 |   |               | $
|Senior Notes, with interest at 8.50%, due March, 2008                                                                                                                    |  |                   | 187,825 |   |               |  
|Other                                                                                                                                                                    |  |                   | 77      |   |               |  
|Revolving Credit Facility, with interest at LIBOR plus 2%, due October, 2005                                                                                             |  |                   |        |   |               |  
|                                                                                                                                                                         |  |                   |         |   |               |  
|Total debt                                                                                                                                                               |  |                   | 287,902 |   |               |  
|Less current portion                                                                                                                                                     |  |                   | (77     | ) |               |  
|                                                                                                                                                                         |  |                   |         |   |               |  
|Total long term debt                                                                                                                                                     |  | $                 | 287,825 |   |               | $
|                                                                                                                                                                         |  |                   |         |   |               |  



During the six months ended September
30, 2003, the Company repaid approximately $160 million on the Asset Securitization Facility.



In March 2001, the Company issued $200 million of Senior Notes due 2008 (Senior Notes). In the second quarter of fiscal year 2003, the Company repurchased a portion of the Senior Notes with a face value of
approximately $12.2 million in open market transactions.



The Senior Notes are
guaranteed until the due date or when repaid, if sooner, for the outstanding balance, by all of the Companys existing and future domestic subsidiaries (Guarantors), other than receivables subsidiaries, as defined in the Senior Notes indenture,
and certain other subsidiaries not otherwise required to be guarantors under the terms of the indenture. After issuance of the Senior Notes, the Company created subsidiaries that are not required to guarantee the Senior Notes. All of the
subsidiaries that have guaranteed the Senior Notes are 100% owned, directly or indirectly by AdvancePCS. Each of the Guarantors jointly and severally, unconditionally guarantees that the principal, and interest, as well as, penalties, fees,
indemnifications, reimbursements and damages, if any, payable under the Senior Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise. The Senior Notes contain covenants that are typical for this
type of debt including, among others, fixed charge ratio, payment of dividends and sales of assets. There are no restrictions on the ability of the guarantors to pay dividends, make loans or advances to the parent. The Company is in compliance with
all covenants.



7



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##### Table of Contents

The Revolving Credit Facility contains covenants that are typical for this type of debt, including limitations on capital
expenditures, minimum fixed charge, interest coverage and total leverage ratios. The Company is in compliance with all covenants.



In November 2000, the Company entered into an interest rate protection agreement that had a fixed LIBOR rate of 6.60% for $400 million of the Companys variable rate
debt under the credit facility. The notional amount was reduced by $100 million in October 2001 and 2002. The swap expired in October 2003. The Company had accounted for the swap as a cash flow hedge in accordance with SFAS No. 133, Accounting
for Derivative Instruments and Hedging Activities, as amended by SFAS 137 and 138.



|7. | Condensed Consolidating Financial Information
|-- | ---------------------------------------------



In March 2001, the Company issued $200 million of Senior Notes, which were unconditionally guaranteed, jointly and severally, by all of the existing and future domestic
subsidiaries, other than subsidiaries treated as unrestricted subsidiaries or receivables subsidiaries, each as defined in the Indenture. Presented below are condensed consolidating balance sheets as of September 30, 2003 and March 31, 2003,
condensed consolidating statements of operations for the three months and six months ended September 30, 2003 and 2002, and condensed consolidating statements of cash flows for the six months ended September 30, 2003 and 2002 of AdvancePCS (Parent
and Issuer), guarantor subsidiaries (Guarantor Subsidiaries) and the subsidiaries which are not guarantors (Non-guarantor Subsidiaries) (in thousands):



Condensed Consolidating Balance Sheets



|                                           |  | Parent |           |   | GuarantorSubsidiaries |   |           | Non-guarantorSubsidiaries |  |   | Eliminations |   |  | Consolidated |         
|------------------------------------------ |  | ------ | --------- | - | --------------------- | - | --------- | ------------------------- |  | - | ------------ | - |  | ------------ | --------
|As of September 30, 2003                   |  |        |           |   |                       |   |           |                           |  |   |              |   |  |              |         
|Cash and cash equivalents                  |  | $      | 90,258    |   |                       | $ |          |                           |  | $ | 22,465       |   |  | $            |        
|Accounts receivable, net                   |  |        |          |   |                       |   | 1,109,994 |                           |  |   | 546,399      |   |  |              |        
|Inventories                                |  |        |          |   |                       |   | 136,244   |                           |  |   | 75           |   |  |              |        
|Prepaid expenses and other                 |  |        |          |   |                       |   | 39,194    |                           |  |   |             |   |  |              |        
|                                           |  |        |           |   |                       |   |           |                           |  |   |              |   |  |              |         
|Current assets                             |  |        | 90,258    |   |                       |   | 1,285,432 |                           |  |   | 568,939      |   |  |              |        
|Property and equipment, net                |  |        |          |   |                       |   | 143,437   |                           |  |   | 606          |   |  |              |        
|Equity investment                          |  |        | 524,935   |   |                       |   |          |                           |  |   |             |   |  |              | (524,935
|Intercompany                               |  |        | 688,032   |   |                       |   | (284,418  | )                         |  |   | (403,614     | ) |  |              |        
|Goodwill and intangible assets, net        |  |        |          |   |                       |   | 1,620,765 |                           |  |   | 643          |   |  |              |        
|Other assets                               |  |        | 10,959    |   |                       |   | 57,724    |                           |  |   | 2            |   |  |              |        
|                                           |  |        |           |   |                       |   |           |                           |  |   |              |   |  |              |         
|Total assets                               |  | $      | 1,314,184 |   |                       | $ | 2,822,940 |                           |  | $ | 166,576      |   |  | $            | (524,935
|                                           |  |        |           |   |                       |   |           |                           |  |   |              |   |  |              |         
|Current liabilities                        |  | $      | 10,626    |   |                       | $ | 2,148,058 |                           |  | $ | 23,839       |   |  | $            |        
|Long-term debt, less current portion       |  |        | 187,825   |   |                       |   |          |                           |  |   | 100,000      |   |  |              |        
|Deferred income taxes                      |  |        |          |   |                       |   | 147,702   |                           |  |   |             |   |  |              |        
|Other liabilities                          |  |        |          |   |                       |   | 44,978    |                           |  |   | 4            |   |  |              |        
|                                           |  |        |           |   |                       |   |           |                           |  |   |              |   |  |              |         
|Total liabilities                          |  |        | 198,451   |   |                       |   | 2,340,738 |                           |  |   | 123,843      |   |  |              |        
|                                           |  |        |           |   |                       |   |           |                           |  |   |              |   |  |              |         
|Common stock                               |  |        | 977       |   |                       |   |          |                           |  |   |             |   |  |              |        
|Additional paid in capital                 |  |        | 790,195   |   |                       |   | (1,275    | )                         |  |   | 1,275        |   |  |              |        
|Other comprehensive income                 |  |        | (8,154    | ) |                       |   |          |                           |  |   |             |   |  |              |        
|Equity earnings                            |  |        | 524,935   |   |                       |   |          |                           |  |   |             |   |  |              | (524,935
|Accumulated earnings                       |  |        | (84,732   | ) |                       |   | 483,477   |                           |  |   | 41,458       |   |  |              |        
|Treasury stock                             |  |        | (107,488  | ) |                       |   |          |                           |  |   |             |   |  |              |        
|                                           |  |        |           |   |                       |   |           |                           |  |   |              |   |  |              |         
|Stockholders equity                       |  |        | 1,115,733 |   |                       |   | 482,202   |                           |  |   | 42,733       |   |  |              | (524,935
|                                           |  |        |           |   |                       |   |           |                           |  |   |              |   |  |              |         
|Total liabilities and stockholders equity |  | $      | 1,314,184 |   |                       | $ | 2,822,940 |                           |  | $ | 166,576      |   |  | $            | (524,935
|                                           |  |        |           |   |                       |   |           |                           |  |   |              |   |  |              |         
|As of March 31, 2003                       |  |        |           |   |                       |   |           |                           |  |   |              |   |  |              |         
|Cash and cash equivalents                  |  | $      | 96,490    |   |                       | $ |          |                           |  | $ | 14,757       |   |  | $            |        
|Accounts receivable, net                   |  |        |          |   |                       |   | 1,087,425 |                           |  |   | 540,506      |   |  |              |        
|Inventories                                |  |        |          |   |                       |   | 95,756    |                           |  |   | 3,673        |   |  |              |        
|Prepaid expenses and other                 |  |        |          |   |                       |   | 25,647    |                           |  |   |             |   |  |              |        
|                                           |  |        |           |   |                       |   |           |                           |  |   |              |   |  |              |         
|Current assets                             |  |        | 96,490    |   |                       |   | 1,208,828 |                           |  |   | 558,936      |   |  |              |        
|Property and equipment, net                |  |        |          |   |                       |   | 150,543   |                           |  |   | 657          |   |  |              |        
|Equity investment                          |  |        | 413,829   |   |                       |   |          |                           |  |   |             |   |  |              | (413,829
|Intercompany                               |  |        | 649,175   |   |                       |   | (398,569  | )                         |  |   | (250,606     | ) |  |              |        
|Goodwill and intangible assets, net        |  |        |          |   |                       |   | 1,628,677 |                           |  |   | 643          |   |  |              |        
|Other assets                               |  |        | 14,899    |   |                       |   | 53,069    |                           |  |   | 2            |   |  |              |        
|                                           |  |        |           |   |                       |   |           |                           |  |   |              |   |  |              |         
|Total assets                               |  | $      | 1,174,393 |   |                       | $ | 2,642,548 |                           |  | $ | 309,632      |   |  | $            | (413,829
|                                           |  |        |           |   |                       |   |           |                           |  |   |              |   |  |              |         
|Current liabilities                        |  | $      | 10,446    |   |                       | $ | 2,081,692 |                           |  | $ | 20,404       |   |  | $            |        
|Long-term debt, less current portion       |  |        | 187,825   |   |                       |   |          |                           |  |   | 259,998      |   |  |              |        
|Deferred income taxes                      |  |        |          |   |                       |   | 147,739   |                           |  |   | 64           |   |  |              |        
|Other liabilities                          |  |        | 5,648     |   |                       |   | 25,711    |                           |  |   | 2,743        |   |  |              |        
|                                           |  |        |           |   |                       |   |           |                           |  |   |              |   |  |              |         
|Total liabilities                          |  |        | 203,919   |   |                       |   | 2,255,142 |                           |  |   | 283,209      |   |  |              |        
|                                           |  |        |           |   |                       |   |           |                           |  |   |              |   |  |              |         
|Common stock                               |  |        | 955       |   |                       |   |          |                           |  |   |             |   |  |              |        
|Additional paid in capital                 |  |        | 750,446   |   |                       |   | (1,275    | )                         |  |   | 1,275        |   |  |              |        
|Other comprehensive income                 |  |        | (11,596   | ) |                       |   |          |                           |  |   |             |   |  |              |        
|Equity earnings                            |  |        | 413,829   |   |                       |   |          |                           |  |   |             |   |  |              | (413,829
|Accumulated earnings                       |  |        | (73,309   | ) |                       |   | 388,681   |                           |  |   | 25,148       |   |  |              |        
|Treasury stock                             |  |        | (109,851  | ) |                       |   |          |                           |  |   |             |   |  |              |        
|                                           |  |        |           |   |                       |   |           |                           |  |   |              |   |  |              |         
|Stockholders equity                       |  |        | 970,474   |   |                       |   | 387,406   |                           |  |   | 26,423       |   |  |              | (413,829
|                                           |  |        |           |   |                       |   |           |                           |  |   |              |   |  |              |         
|Total liabilities and stockholders equity |  | $      | 1,174,393 |   |                       | $ | 2,642,548 |                           |  | $ | 309,632      |   |  | $            | (413,829
|                                           |  |        |           |   |                       |   |           |                           |  |   |              |   |  |              |         



8



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##### Table of Contents

Condensed Consolidating Statement of Operations



|                                         |  | Parent |         |   | GuarantorSubsidiaries |   |           | Non-guarantorSubsidiaries |  |   | Eliminations |   |  | Consolidated |         
|---------------------------------------- |  | ------ | ------- | - | --------------------- | - | --------- | ------------------------- |  | - | ------------ | - |  | ------------ | --------
|Three Months Ended September 30, 2003    |  |        |         |   |                       |   |           |                           |  |   |              |   |  |              |         
|Total revenues                           |  | $      |        |   |                       | $ | 3,677,058 |                           |  | $ | 28,031       |   |  | $            | (12,707 
|Cost of operations                       |  |        |        |   |                       |   | 3,597,132 |                           |  |   | 13,763       |   |  |              | (12,707 
|                                         |  |        |         |   |                       |   |           |                           |  |   |              |   |  |              |         
|Operating income                         |  |        |        |   |                       |   | 79,926    |                           |  |   | 14,268       |   |  |              |        
|Interest (expense) income, net           |  |        | (7,875  | ) |                       |   | 1,846     |                           |  |   | (1,947       | ) |  |              |        
|Loss from joint venture                  |  |        | (1,424  | ) |                       |   |          |                           |  |   |             |   |  |              |        
|                                         |  |        |         |   |                       |   |           |                           |  |   |              |   |  |              |         
|Income (loss) before income taxes        |  |        | (9,299  | ) |                       |   | 81,772    |                           |  |   | 12,321       |   |  |              |        
|Income tax benefit (provision)           |  |        | 3,673   |   |                       |   | (32,892   | )                         |  |   | (4,275       | ) |  |              |        
|                                         |  |        |         |   |                       |   |           |                           |  |   |              |   |  |              |         
|Net income (loss) before equity earnings |  |        | (5,626  | ) |                       |   | 48,880    |                           |  |   | 8,046        |   |  |              |        
|Equity earnings in subsidiaries          |  |        | 56,926  |   |                       |   |          |                           |  |   |             |   |  |              | (56,926 
|                                         |  |        |         |   |                       |   |           |                           |  |   |              |   |  |              |         
|Net income                               |  | $      | 51,300  |   |                       | $ | 48,880    |                           |  | $ | 8,046        |   |  | $            | (56,926 
|                                         |  |        |         |   |                       |   |           |                           |  |   |              |   |  |              |         
|                                         |  |        |         |   |                      
|                                         |  | Parent |         |   | GuarantorSubsidiaries |   |           | Non-guarantorSubsidiaries |  |   | Eliminations |   |  | Consolidated |         
|Three Months Ended September 30, 2002    |  |        |         |   |                       |   |           |                           |  |   |              |   |  |              |         
|Total revenues                           |  | $      |        |   |                       | $ | 3,492,022 |                           |  | $ | 25,397       |   |  | $            | (14,652 
|Cost of operations                       |  |        |        |   |                       |   | 3,421,386 |                           |  |   | 14,753       |   |  |              | (14,652 
|                                         |  |        |         |   |                       |   |           |                           |  |   |              |   |  |              |         
|Operating income                         |  |        |        |   |                       |   | 70,636    |                           |  |   | 10,644       |   |  |              |        
|Interest (expense) income, net           |  |        | (9,553  | ) |                       |   | 1,760     |                           |  |   | (2,499       | ) |  |              |        
|Loss from joint venture                  |  |        | (1,224  | ) |                       |   |          |                           |  |   |             |   |  |              |        
|                                         |  |        |         |   |                       |   |           |                           |  |   |              |   |  |              |         
|Income (loss) before income taxes        |  |        | (10,777 | ) |                       |   | 72,396    |                           |  |   | 8,145        |   |  |              |        
|Income tax benefit (provision)           |  |        | 4,257   |   |                       |   | (28,976   | )                         |  |   | (2,838       | ) |  |              |        
|                                         |  |        |         |   |                       |   |           |                           |  |   |              |   |  |              |         
|Net income (loss) before equity earnings |  |        | (6,520  | ) |                       |   | 43,420    |                           |  |   | 5,307        |   |  |              |        
|Equity earnings in subsidiaries          |  |        | 48,727  |   |                       |   |          |                           |  |   |             |   |  |              | (48,727 
|                                         |  |        |         |   |                       |   |           |                           |  |   |              |   |  |              |         
|Net income                               |  | $      | 42,207  |   |                       | $ | 43,420    |                           |  | $ | 5,307        |   |  | $            | (48,727 
|                                         |  |        |         |   |                       |   |           |                           |  |   |              |   |  |              |         
|                                         |  |        |         |   |                      
|                                         |  | Parent |         |   | GuarantorSubsidiaries |   |           | Non-guarantorSubsidiaries |  |   | Eliminations |   |  | Consolidated |         
|Six Months Ended September 30, 2003      |  |        |         |   |                       |   |           |                           |  |   |              |   |  |              |         
|Total revenues                           |  | $      |        |   |                       | $ | 7,454,525 |                           |  | $ | 66,867       |   |  | $            | (25,020 
|Cost of operations                       |  |        |        |   |                       |   | 7,298,724 |                           |  |   | 38,213       |   |  |              | (25,020 
|                                         |  |        |         |   |                       |   |           |                           |  |   |              |   |  |              |         
|Operating income                         |  |        |        |   |                       |   | 155,801   |                           |  |   | 28,654       |   |  |              |        
|Interest (expense) income, net           |  |        | (15,885 | ) |                       |   | 2,959     |                           |  |   | (3,768       | ) |  |              |        
|Loss from joint venture                  |  |        | (2,996  | ) |                       |   |          |                           |  |   |             |   |  |              |        
|                                         |  |        |         |   |                       |   |           |                           |  |   |              |   |  |              |         
|Income (loss) before income taxes        |  |        | (18,881 | ) |                       |   | 158,760   |                           |  |   | 24,886       |   |  |              |        
|Income tax benefit (provision)           |  |        | 7,458   |   |                       |   | (63,856   | )                         |  |   | (8,684       | ) |  |              |        
|                                         |  |        |         |   |                       |   |           |                           |  |   |              |   |  |              |         
|Net income (loss) before equity earnings |  |        | (11,423 | ) |                       |   | 94,904    |                           |  |   | 16,202       |   |  |              |        
|Equity earnings in subsidiaries          |  |        | 111,106 |   |                       |   |          |                           |  |   |             |   |  |              | (111,106
|                                         |  |        |         |   |                       |   |           |                           |  |   |              |   |  |              |         
|Net income                               |  | $      | 99,683  |   |                       | $ | 94,904    |                           |  | $ | 16,202       |   |  | $            | (111,106
|                                         |  |        |         |   |                       |   |           |                           |  |   |              |   |  |              |         
|                                         |  |        |         |   |                      
|                                         |  | Parent |         |   | GuarantorSubsidiaries |   |           | Non-guarantorSubsidiaries |  |   | Eliminations |   |  | Consolidated |         
|Six Months Ended September 30, 2002      |  |        |         |   |                       |   |           |                           |  |   |              |   |  |              |         
|Total revenues                           |  | $      |        |   |                       | $ | 6,721,982 |                           |  | $ | 40,680       |   |  | $            | (24,623 
|Cost of operations                       |  |        |        |   |                       |   | 6,586,922 |                           |  |   | 22,378       |   |  |              | (24,623 
|                                         |  |        |         |   |                       |   |           |                           |  |   |              |   |  |              |         
|Operating income                         |  |        |        |   |                       |   | 135,060   |                           |  |   | 18,302       |   |  |              |        
|Interest (expense) income, net           |  |        | (19,827 | ) |                       |   | 3,518     |                           |  |   | (4,147       | ) |  |              |        
|Loss on early retirement of debt         |  |        | (2,444  | ) |                       |   |          |                           |  |   |             |   |  |              |        
|Loss from joint venture                  |  |        | (2,257  | ) |                       |   |          |                           |  |   |             |   |  |              |        
|                                         |  |        |         |   |                       |   |           |                           |  |   |              |   |  |              |         
|Income (loss) before income taxes        |  |        | (24,528 | ) |                       |   | 138,578   |                           |  |   | 14,155       |   |  |              |        
|Income tax benefit (provision)           |  |        | 9,676   |   |                       |   | (55,402   | )                         |  |   | (4,928       | ) |  |              |        
|                                         |  |        |         |   |                       |   |           |                           |  |   |              |   |  |              |         
|Net income (loss) before equity earnings |  |        | (14,852 | ) |                       |   | 83,176    |                           |  |   | 9,227        |   |  |              |        
|Equity earnings in subsidiaries          |  |        | 92,403  |   |                       |   |          |                           |  |   |             |   |  |              | (92,403 
|                                         |  |        |         |   |                       |   |           |                           |  |   |              |   |  |              |         
|Net income                               |  | $      | 77,551  |   |                       | $ | 83,176    |                           |  | $ | 9,227        |   |  | $            | (92,403 
|                                         |  |        |         |   |                       |   |           |                           |  |   |              |   |  |              |         



9



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##### Table of Contents

Condensed Consolidating Statement of Cash Flows



|                                                    |  | Parent |          |   | GuarantorSubsidiaries |   |          | Non-guarantorSubsidiaries |  |   | Eliminations |   | Consolidated |  
|--------------------------------------------------- |  | ------ | -------- | - | --------------------- | - | -------- | ------------------------- |  | - | ------------ | - | ------------ | -
|Six Months Ended September 30, 2003                 |  |        |          |   |                       |   |          |                           |  |   |              |   |              |  
|Net cash provided by operating activities           |  | $      | 15,020   |   |                       | $ | 123,009  |                           |  | $ | 14,708       |   |              | $
|                                                    |  |        |          |   |                       |   |          |                           |  |   |              |   |              |  
|Purchase of property and equipment                  |  |        |         |   |                       |   | (13,817  | )                         |  |   | (10          | ) |              |  
|Other investing activities                          |  |        | (1,350   | ) |                       |   | (863     | )                         |  |   |             |   |              |  
|                                                    |  |        |          |   |                       |   |          |                           |  |   |              |   |              |  
|Net cash used in investing activities               |  |        | (1,350   | ) |                       |   | (14,680  | )                         |  |   | (10          | ) |              |  
|                                                    |  |        |          |   |                       |   |          |                           |  |   |              |   |              |  
|Net proceeds from issuance of Common Stock          |  |        | 18,955   |   |                       |   | 5,933    |                           |  |   |             |   |              |  
|Repayment of debt                                   |  |        |         |   |                       |   | (111     | )                         |  |   |             |   |              |  
|Net activity on asset securitization facility       |  |        |         |   |                       |   |         |                           |  |   | (159,998     | ) |              |  
|Net intercompany transactions                       |  |        | (38,857  | ) |                       |   | (114,151 | )                         |  |   | 153,008      |   |              |  
|                                                    |  |        |          |   |                       |   |          |                           |  |   |              |   |              |  
|Net cash used in financing activities               |  |        | (19,902  | ) |                       |   | (108,329 | )                         |  |   | (6,990       | ) |              |  
|                                                    |  |        |          |   |                       |   |          |                           |  |   |              |   |              |  
|                                                    |  |        |          |   |                      
|(Decrease) increase in cash and cash equivalents    |  |        | (6,232   | ) |                       |   |         |                           |  |   | 7,708        |   |              |  
|                                                    |  |        |          |   |                      
|Cash and cash equivalents, beginning of period      |  |        | 96,490   |   |                       |   |         |                           |  |   | 14,757       |   |              |  
|                                                    |  |        |          |   |                       |   |          |                           |  |   |              |   |              |  
|                                                    |  |        |          |   |                      
|Cash and cash equivalents, end of period            |  | $      | 90,258   |   |                       | $ |         |                           |  | $ | 22,465       |   |              | $
|                                                    |  |        |          |   |                       |   |          |                           |  |   |              |   |              |  
|                                                    |  |        |          |   |                      
|                                                    |  | Parent |          |   | GuarantorSubsidiaries |   |          | Non-guarantorSubsidiaries |  |   | Eliminations |   | Consolidated |  
|Six Months Ended September 30, 2002                 |  |        |          |   |                       |   |          |                           |  |   |              |   |              |  
|Net cash (used in) provided by operating activities |  | $      | (1,157   | ) |                       | $ | 225,813  |                           |  | $ | (115,169     | ) |              | $
|                                                    |  |        |          |   |                       |   |          |                           |  |   |              |   |              |  
|Purchase of property and equipment                  |  |        |         |   |                       |   | (43,911  | )                         |  |   | (863         | ) |              |  
|Other investing activities                          |  |        | (1,900   | ) |                       |   |         |                           |  |   |             |   |              |  
|                                                    |  |        |          |   |                       |   |          |                           |  |   |              |   |              |  
|Net cash used in investing activities               |  |        | (1,900   | ) |                       |   | (43,911  | )                         |  |   | (863         | ) |              |  
|                                                    |  |        |          |   |                       |   |          |                           |  |   |              |   |              |  
|Net proceeds from issuance of Common Stock          |  |        | 4,657    |   |                       |   |         |                           |  |   |             |   |              |  
|Purchase of Class A Common Stock  Treasury Stock   |  |        | (71,841  | ) |                       |   |         |                           |  |   |             |   |              |  
|Deferred financing costs                            |  |        | (1,416   | ) |                       |   |         |                           |  |   |             |   |              |  
|Repayment of debt                                   |  |        | (162,961 | ) |                       |   |         |                           |  |   |             |   |              |  
|Net activity on asset securitization facility       |  |        |         |   |                       |   |         |                           |  |   | 130,802      |   |              |  
|Net intercompany transactions                       |  |        | 212,242  |   |                       |   | (181,902 | )                         |  |   | (30,340      | ) |              |  
|                                                    |  |        |          |   |                       |   |          |                           |  |   |              |   |              |  
|Net cash (used in) provided by financing activities |  |        | (19,319  | ) |                       |   | (181,902 | )                         |  |   | 100,462      |   |              |  
|                                                    |  |        |          |   |                       |   |          |                           |  |   |              |   |              |  
|                                                    |  |        |          |   |                      
|Decrease in cash and cash equivalents               |  |        | (22,376  | ) |                       |   |         |                           |  |   | (15,570      | ) |              |  
|                                                    |  |        |          |   |                      
|Cash and cash equivalents, beginning of period      |  |        | 116,983  |   |                       |   |         |                           |  |   | 22,162       |   |              |  
|                                                    |  |        |          |   |                       |   |          |                           |  |   |              |   |              |  
|                                                    |  |        |          |   |                      
|Cash and cash equivalents, end of period            |  | $      | 94,607   |   |                       | $ |         |                           |  | $ | 6,592        |   |              | $
|                                                    |  |        |          |   |                       |   |          |                           |  |   |              |   |              |  



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|8. | Stock Transactions
|-- | ------------------



Treasury Shares



On June 6, 2002, the Company filed a Form 8-K announcing the authorization from the board of directors of a stock repurchase program of up to $150 million of the Companys outstanding shares of Class A common
stock in the open market or private transactions. Purchases of stock under this repurchase program are included in treasury and offset by the issuance of shares for the employee stock purchase plan (ESPP) program.



During the three month and six month periods ended September 30, 2002, the Company purchased
4.0 million shares at a cost of $71.8 million under this repurchase program. There were no shares issued under the ESPP program during the three and six month periods ended September 30, 2002. During the three month and six month periods ended
September 30, 2003, no shares were purchased under this repurchase program, however, previous treasury purchases were offset by the issuance of 137,545 shares for the ESPP program. Since inception, the Company has purchased 5.6 million shares at a
cost of $111.5 million, offset by 271,050 shares issued for the ESPP program. In the Merger Agreement, the Company has agreed not to repurchase any additional shares without the consent of Caremark.



TheraCom



In August 2001, the Company completed the acquisition of 100% of the equity of Dresing-Lierman, Inc. and its wholly-owned subsidiary,
TheraCom Inc. (collectively, TheraCom), a specialty pharmacy and distribution company located in Bethesda, Maryland. At the time of the acquisition, in addition to the payment of other consideration, 217,050 shares of common stock issued to the
former TheraCom stockholders were held in escrow to satisfy any indemnification claims the Company may have arising out of the acquisition, including those related to the settlement of certain TheraCom litigation outstanding at the time of the
acquisition. All shares held in escrow were included in the Companys calculation of basic earnings per share beginning with the quarter ended September 30, 2002.



In January 2003, 34,188 shares were withdrawn from the indemnification claims escrow and returned to the Company to satisfy its
indemnification claim arising from the settlement of litigation between TheraCom and one of its former stockholders. These shares returned to the Company are held in treasury. In August 2003, further litigation was settled between TheraCom and one
of its former employees. Pursuant to this settlement, TheraCom paid the former employee $2 million. The former stockholders of TheraCom then indemnified and reimbursed the Company $2 million in cash. Upon receipt of this indemnification payment and
in accordance with the terms of the acquisition, all of the 182,862 shares then held in the indemnification escrow were released to the former TheraCom stockholders.



|9. | Commitments and Contingencies
|-- | -----------------------------



The Company has entered into long-term employment and noncompete agreements with certain management employees. These employment agreements provide for certain minimum
payments should the agreements be terminated.



In November 1999, PCS Health
Systems, Inc. (PCS), a subsidiary of PCS Holding Corporation, which was acquired by the Company in October 2000, received a subpoena from the Department of Health and Human Services OIG requesting that PCS produce documents in connection with an
industry-wide investigation. The investigation is ongoing and being pursued under the direction of the United States Attorneys Office for the Eastern District of Pennsylvania. Based on public statements from that office, the investigation
appears to involve a review of the practices of pharmacy benefit management companies (PBMs) under federal anti-kickback statutes and other laws and regulations. Specifically, the focus of the investigation appears to be PBMs relationships
with pharmaceutical



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manufacturers and retail pharmacies and PBMs programs relating to drug formulary compliance, including rebate and other payments made by pharmaceutical
manufacturers to PBMs, and payments made by PBMs to retail pharmacies in connection with therapeutic intervention activity. The Company provided documents responsive to the subpoena. The United States Attorneys Office also contacted some of
the pharmaceutical manufacturers with which the Company has agreements and has asked them to provide copies of documents relating to their agreements with the Company. The United States Attorney General also issued Civil Investigative Demands (CIDs)
seeking to compel the depositions of eight of the Companys current and former employees.



On September 17, 2002, the United States District Court for the Eastern District of Pennsylvania entered an order holding in abeyance, pending the good faith efforts to reach a mutual resolution of the outstanding
discovery issues, both the Companys dispute with the OIG regarding the scope and enforcement of the subpoena for documents and employee e-mails as well as the issuance of the CIDs. Since entry of that order, the Company has reached agreement
with the United States Attorneys office regarding the scope of its document requests and facilitated interviews of certain employees in lieu of the CIDs. The government has continued to request the production of additional documents and
interviews, including information relating to the activities of the former Advance Paradigm and the activities of AdvancePCS subsequent to the PCS acquisition, as well as additional information regarding the Companys arrangements with retail
pharmacies. The Company continues to cooperate with the OIG. The Company already has produced certain requested materials and intends to continue to work with the OIG to facilitate the production of further documents and arrange the requested
interviews.



It is not possible to predict the outcome of this investigation or
whether the government will commence any action challenging any of the Companys programs and practices. The Company believes that its programs, including those prior to the PCS acquisition, are in compliance with the requirements of the
anti-kickback and false claims statutes and other applicable laws and regulations. Moreover, other than those actions filed in connection with the enforcement of the subpoena, neither the OIG nor the United States Attorney has filed any actions or
claims against AdvancePCS nor have they indicated their intention to do so. Nevertheless, as a result of this investigation, the Company could be subject to scrutiny, further investigation or challenge under federal or state anti-kickback and false
claims statutes or other laws and regulations which could cause the Companys business, profitability and growth prospects to suffer materially.



In March 1998, a class action lawsuit captioned Mulder v. PCS Health Systems, Inc., case number 98-1003, was filed in the United States District Court of the
District of New Jersey. This action alleges that PCS is a fiduciary, as that term is defined in the Employee Retirement Income Security Act (ERISA), and that the Company has breached its fiduciary obligations under ERISA in connection with its
development and implementation of formularies, preferred drug listings and intervention programs for its sponsors of ERISA health plans. In particular, the plaintiff alleges that the Companys therapeutic interchange programs and negotiation of
formulary rebates and discounts from pharmaceutical manufacturers violate fiduciary obligations. The plaintiff is seeking injunctive relief and monetary damages in an unspecified amount. AdvancePCS believes that it does not assume any of the plan
fiduciary responsibilities that would subject it to regulation under ERISA as alleged in the complaint, has denied all allegations of wrongdoing and is vigorously defending this suit. The plaintiff purported to represent a nation-wide class
consisting of all members of all ERISA plans for which PCS provided PBM services during the class period. AdvancePCS opposed certification of this class and on July 17, 2003, the District Court entered an order certifying a more limited class
comprised only of members of those ERISA plans for which PCS provided services under its contract with a single plan administrator. The Company will continue to vigorously defend this suit. Although the ultimate outcome is uncertain, an adverse
determination could potentially cause the Company to change its business practices with respect to formularies, preferred drug listings, intervention programs, and rebates, potentially reducing its profitability and growth prospects.



AdvancePCS is also a party to Marantz v. AdvancePCS, case number CIV-01-2413PHX EHC, a
class action filed on or about December 17, 2001 in the United States District Court in Arizona that alleges that AdvancePCS acts as an ERISA fiduciary and that its has breached certain fiduciary obligations under ERISA. The plaintiff withdrew the
class action allegations in April 2002. In March 2003, the court dismissed the plaintiffs apparent effort to reassert possible class action claims. In May 2003, the Marantz case was dismissed based in inadequacies in the plaintiffs
pleadings and subsequently the plaintiff filed and amended complaint purporting to address these inadequacies. Currently, the case is proceeding as a single plaintiff seeking to represent one health plan. However, the plaintiff is again attempting
to broaden the scope of the case to a class action. The Company will oppose any effort to certify a class.





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The Company also was party to a class action, Glanton v. AdvancePCS, case number CIV-02-0507 PHX SRB,
previously referred to as Lewis v. AdvancePCS, filed by the same counsel that had filed the Marantz case described above. This class action was served on or about April 19, 2002 and purported to be brought on behalf of a class of self-funded
health plans. On or about March 31, 2003, the Company was served with another complaint (Mackner v. AdvancePCS, case number CIV-03-0607 PHX MHM) in which the plaintiff, a purported participant in a self-funded plan/customer of AdvancePCS,
sought to bring action on behalf of that plan. Because the Glanton case purported to be brought as a class action on behalf of self-funded plans, on May 14, 2003, the United States District Court consolidated Mackner into
Glanton. On November 7, 2003, the Federal District Court dismissed and terminated both the Glanton and Mackner cases on the pleadings, finding that the plaintiff lacked standing to bring the actions under ERISA. The plaintiffs
are entitled to appeal these dismissals to the United States Ninth Circuit Court of Appeals.



As to all of the ERISA cases, the Company believes that it does not act as an ERISA fiduciary or assume the ERISA fiduciary responsibilities as alleged in the complaints. AdvancePCS believes that, in any event, its
business practices are in compliance with ERISA. The ERISA lawsuits seek unspecified monetary damages and injunctive relief.



The Company was served as a defendant in two California state court cases in 2003, one of which was brought by the same plaintiffs counsel that represents the
plaintiffs in the dismissed and pending Arizona ERISA cases. One was filed on or about March 17, 2003 in Los Angeles County Superior Court (American Federation of State, County & Municipal Employees (AFSCME) v. AdvancePCS, et al.,
case number BC292227) against AdvancePCS and other leading PBMs. The other was filed on or about March 26, 2003 in Alameda County Superior Court against AdvancePCS and several other defendants (Irwin v. AdvancePCS, et al., case number
RG03088693) and is styled as a class action brought on behalf of a class of all public employees that participate in non-ERISA prescription drug benefit plans; however, a class has not been certified and the Company will oppose such
certification. These two California cases allegedly involve non-ERISA plans and make the same general allegations of wrongdoing as made in the Arizona ERISA actions but are brought under Californias Unfair Competition Law rather than ERISA.
Since the two California actions are related, the Company and the other PBM defendants secured an order requiring that the cases be coordinated in the Los Angeles Superior Court.



Although the ultimate outcome in these Arizona ERISA and California non-ERISA cases is uncertain, an adverse determination could potentially
cause the Company to change its business practices with respect to formularies, preferred drug listings, rebates, and intervention programs, potentially reducing the Companys profitability and growth prospects. The Company has denied all
allegations of wrongdoing and is vigorously defending these suits.



On December
17, 2001, AARP and United Healthcare Insurance Co. (United) filed a multi-count complaint against AdvancePCS in federal court in Minneapolis, Minnesota in a matter captioned United Healthcare Insurance Co. and AARP v. AdvancePCS, Civ. No.
01-CV-2320 (D. Minn.). AARP and United have asserted claims against the Company for violation of Minnesotas deceptive trade practices act, tortious interference with prospective economic advantage and unjust enrichment. Specifically, AARP
and United claim that the Company created confusion among certain AARP members and pharmacists through the launch of its prescription drug discount program. AARP and United requested preliminary and permanent injunctive relief. The Company moved to
dismiss the complaint. Without holding an evidentiary hearing, the district court granted AARP and Uniteds request for preliminary injunctive relief. The Company appealed the district courts order and on November 1, 2002, the Eighth
Circuit Federal Court of Appeals affirmed the district courts order. In addition to the injunctive relief requested, AARP and United have asserted monetary damages of $24 million, including attorneys fees and costs. In September 2003,
the District Court rejected, without prejudice, AARPs and Uniteds attempt to amend their complaint to include a punitive damages allegation. The Company has denied AARP and Uniteds allegations, moved to dismiss the complaint and
are vigorously defending this matter. In addition, in May 2003 the Company amended its answer to include a cross-complaint against both AARP and United for monetary damages arising out of asserted inappropriate activities by AARP and United that
interfered with the operation of its prescription drug discount program. Discovery in connection with these claims is ongoing.



The Company is a defendant in a purported class action (Bellevue Drug Co. et al., on behalf of themselves and all others similarly situated, and The Pharmacy
Freedom Fund and The National Community Pharmacists Association v. AdvancePCS, Civ. No. 03-473) filed in the United States District Court for the Eastern District of Pennsylvania in



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August 2003. The plaintiff alleges antitrust violations under Section 1 of the Sherman Act by the Company allegedly participating in a conspiracy to fix
retail pharmacy reimbursement rates at sub-competitive levels. The plaintiffs are attempting to certify a nationwide class of all pharmacies that, at any time during the period commencing four years before the filing of the litigation through the
present, contracted with the Company to dispense and sell brand name and generic prescription drugs for any prescription drug benefit plan(s). The plaintiffs are seeking damages and injunctive relief. The Company will vigorously defend this suit.



The Company is also a defendant in similar anti-trust class action (North
Jackson Pharmacy, Inc., et al. v.AdvancePCS et al.) filed in the United States District Court for the Northern District of Alabama in October 2003. The plaintiffs are pharmacies who seek to represent a nationwide class of pharmacies. The
plaintiffs have made generally similar allegations as the plaintiffs in the Bellevue Drug Co. litigation described above. The Company will vigorously defend this suit.



In addition, the Company is a party to routine legal and administrative proceedings arising in the ordinary course of its business. The
proceedings currently pending are not, in managements opinion, material either individually or in the aggregate.



Various aspects of the Companys businesses are governed by federal and state laws and regulations and compliance is a significant operational requirement for the
Company. Management believes that the Company is in substantial compliance with all existing legal requirements material to the operation of its business; however, the application of complex standards to the detailed operation of the business always
creates areas of uncertainty. Moreover, regulation of the field is in a state of flux. Numerous health care laws and regulations have been proposed at the state and federal level, many of which could affect the Companys business. Management
cannot predict what additional federal or state legislation or regulatory initiatives may be enacted in the future regarding health care, or the business of pharmacy benefit management. It is possible that federal or state governments might impose
additional restrictions or adopt interpretations of existing laws that could have a material adverse affect on the Companys business or financial position.



|10. | Comprehensive Loss
|--- | ------------------



The components of the ending balances of accumulated other comprehensive loss, net of taxes, as reflected in stockholders equity are shown as follows (in thousands):



|                                                |  | September 30,2003 |        |   | March 31,2003 |  
|----------------------------------------------- |  | ----------------- | ------ | - | ------------- | -
|Mark to market interest rate swap, net of taxes |  | $                 |       |   |               | $
|Pension liability adjustment, net of taxes      |  |                   | (8,154 | ) |               |  
|                                                |  |                   |        |   |               |  
|Accumulated other comprehensive loss            |  | $                 | (8,154 | ) |               | $
|                                                |  |                   |        |   |               |  



The components of total comprehensive
income, net of taxes, are shown as follows (in thousands):



|                                                |  | Three Months Ended September 30, |        | Six Months Ended September 30,
|----------------------------------------------- |  | -------------------------------- | ------ | ------------------------------
|                                                |  | 2003                             |        | 2002                          
|Net income                                      |  | $                                | 51,300 |                               
|Mark to market interest rate swap, net of taxes |  |                                  | 1,817  |                               
|                                                |  |                                  |        |                               
|Total comprehensive income                      |  | $                                | 53,117 |                               
|                                                |  |                                  |        |                               



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|Item 2. |  | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- |  | -------------------------------------------------------------------------------------



Critical Accounting Policies



The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires that management establish accounting
policies and make estimates that affect both the amounts and timing of the recording of assets, liabilities, revenues and expenses. Some of these estimates require judgments about matters that are inherently uncertain. While judgments and estimates
made by us are based on historical experience and other assumptions that we believe are appropriate and reasonable under current circumstances, actual resolution of these matters may differ from recorded estimated amounts, resulting in charges or
credits that could materially affect future financial statements. The following are accounting policies and use of estimates applied in the preparation of our financial statements as well as the residual accounting risk inherent for these areas that
should be considered. Residual accounting risk is defined as the inherent risk that remains after the application of our policies and processes and is generally outside of our control.



Revenue Recognition



Our revenues are derived principally from sales of prescription drugs to members of our customers, either through our mail and specialty service pharmacies (Mail
Services) or our networks of contractually affiliated retail pharmacies (Data Services). We also provide clinical and other services as part of our overall health improvement service offerings.



We adopted Emerging Issues Task Force (EITF) Issue No. 02-16, Accounting by a Reseller
for Cash Consideration Received from a Vendor (EITF 02-16) in the fourth quarter of fiscal 2003 by retroactively reclassifying all prior years to conform with the presentation for fiscal 2003. When we provide formulary management services to a
customer in conjunction with claims processing, we record rebates and administrative fees received from pharmaceutical manufacturers as a reduction of cost of revenues and the portion of the rebate payable to customers is treated as a reduction of
revenue.



Data Services



We evaluate our plan sponsor customer contracts using the indicators of EITF No. 99-19,
Reporting Gross Revenue as a Principal vs. Net as an Agent (EITF 99-19) to determine whether we act as a principal or an agent in the fulfillment of prescriptions through the retail pharmacy network.



Revenues are recorded gross when we adjudicate claims for plan sponsor customers that have
contractually agreed to use our contracted pharmacy network. We act as principal under EITF 99-19 when adjudicating claims for plan sponsors through our contracted pharmacy network for the following reasons:



| | We negotiate a contract with the plan sponsor customer and also negotiate contracts with retail pharmacies. Neither the plan sponsor nor the retail pharmacy can look through us and
claim directly against the other party. Both contracts with these parties are separate and each only contracts with us. Each party deals directly with us and does not deal with each other directly;
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | We determine through negotiations which retail pharmacies will be included or excluded in our network to be offered to the plan sponsor customer, based on price, access, etc.;
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | We are responsible to the plan sponsor customer: (1) to provide the fulfillment to the plans members, (2) to validate a claim and (3) to manage the claim economically for the
plan through our adjudication process;
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | We set total prescription prices for the pharmacy, including instructing the pharmacy as to how that price is to be settled; however, the plan sponsor customer determines the
portion of the total price relating to co-pay amounts that will be paid by its members;
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | We manage the overall prescription drug relationship with the plan sponsor customers members;
|- | ----------------------------------------------------------------------------------------------



| | We have credit risk for the price due to the pharmacy from the plan sponsor customer; and
|- | -----------------------------------------------------------------------------------------





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| | We may realize a positive or negative margin represented by the difference between the negotiated ingredient cost and fees we will receive from the plan sponsor customer and the
negotiated ingredient cost and fees we will pay to our network pharmacies.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



When adjudicated claims are recorded gross, the plan sponsors aggregate pharmacy benefit claim payment to us is recorded as revenue and our payment to the pharmacy provider is recorded as cost of revenue in our
consolidated statement of operations. In contrast, when we adjudicate prescriptions at pharmacies that are under contract directly with our plan sponsor customer and there are no financial risks to us, we record only our claims processing fees as
revenues and do not include prescription costs in revenues or cost of revenues (net reporting).



We do not have responsibility to collect co-payments to be made by members to the retail pharmacy. Accordingly, we do not record member co-payments collected in the retail pharmacy as either revenue or cost of sales.
As has been widely reported, the Securities and Exchange Commission (SEC) is in the process of reviewing the topic of co-payments and whether co-payments should or should not be included as a component of revenues and cost of sales in the
prescription benefit management (PBM) industry and other related industries, including insurance companies. If the SEC should ultimately decide that co-payments should be included in revenues and cost of sales, it would result in an increase in
reported revenue and a corresponding increase in cost of revenues. Thus, our consolidated results of operations, including gross profit and net income, and the consolidated balance sheets and consolidated statements of cash flows would not be
affected.



Certain implementation and other fees paid to customers upon the
initiation of a contractual agreement are considered an integral part of overall contract pricing and are capitalized and amortized as a reduction of revenue on a straight-line basis over the life of the contract.



Mail Services



We contract directly with plan sponsor customers to provide home delivery of prescription
drugs to their members. We are contractually committed to specific turn around times, which is the time it takes to ship the prescription after receiving the written order. We also assume the credit and inventory risk and collect co-payments from
members. Therefore, for prescriptions dispensed through our own mail service pharmacies, we recognize the total amounts paid by both the customer and the member (in the form of a co-payment) as revenue. Revenues from the dispensing of
pharmaceuticals from our mail service pharmacies are recognized when each prescription is shipped.



Clinical and Other Services



When we
earn rebates and administrative fees in conjunction with formulary management services (formulary development and manufacturer contracting) for customers, but do not process the underlying claims (rebate utility), we record rebates and
administrative fees received from pharmaceutical manufacturers, net of the portion payable to customers, in revenue. In contrast, when we provide formulary management services and process the claims, we record rebates and administrative fees
received as a reduction of cost of revenues and the portion deliverable to the customer as a reduction of revenue.



We recognize rebates and administrative fees receivable from pharmaceutical manufacturers and the corresponding amounts payable to customers when the prescriptions
covered under the contractual agreements with the manufacturers are dispensed. We estimate the amount of rebates to be delivered to customers based on historical rates of rebates received as well as estimates of current rebates receivable from
pharmaceutical manufacturers. These estimates are adjusted to actual when amounts are received from manufacturers and the portion deliverable to the customer is disbursed.



We also earn other revenue from pharmaceutical manufacturers for services such as formulary support services, outcomes studies and clinical
trials. These services are negotiated separately with each pharmaceutical manufacturer and specify the services we are to perform and the revenues and fees we are to earn based on the delivery or completion of the services. We also earn revenues
from our customers (primarily managed care organizations) for disease management services provided by Accordant Health Services, Inc. (Accordant), our wholly owned subsidiary acquired in November 2002. Accordant focuses on helping patients with
complex, chronic and progressive diseases. The revenues of Accordant have been included in Clinical and Other Services revenue since the date of acquisition.



16



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##### Table of Contents

Cost of Revenues



Cost of revenues includes prescription drug costs, labor, call center operations, information technology and other costs associated with the sale and/or dispensing of
prescription drugs and providing clinical and other services.



Rebates
collected from pharmaceutical manufacturers on behalf of our health plan sponsor customers are recognized as a reduction of cost of revenues in accordance with EITF 02-16.



Accounts Receivable



Accounts receivable balances represent customer trade receivables generated from our Data and Mail Services. Also included in accounts receivable are receivables from
vendors for our Clinical and Other Services whereby we recognize rebates and administrative fees receivable from pharmaceutical manufacturers. Based on our revenue recognition policies, certain claims at the end of the period are unbilled. Revenue
and unbilled receivables for those claims are estimated each period based on the amount to be paid to the pharmacies and historical gross margin. Estimates are adjusted to actual at the time of billing. In addition, revenue and unbilled receivables
for rebates are calculated quarterly based on an estimate of rebatable prescriptions and rebate per prescription. These estimates are adjusted to actual when the number of rebatable prescriptions and rebate per prescription have been determined and
the billings to the pharmaceutical manufacturers have been completed. As of September 30, 2003 and March 31, 2003, unbilled receivables were $895.2 million and $883.5 million, respectively. Corresponding amounts payable to retail pharmacies (for
claims) or to plan sponsor customers (for rebates) are recorded at the time the unbilled receivables are recorded. Unbilled receivables from plan sponsor customers are typically billed within 15 days and unbilled receivables from manufacturers are
typically billed within 90 days, based on the respective contractual billing schedules.



To reduce the potential for credit risk, we evaluate the collectibility of customer balances based on a combination of factors but do not generally require significant collateral. We regularly analyze significant customer balances, and,
when it becomes evident a specific customer will be unable to meet its financial obligations to us, such as in the case of bankruptcy filings or deterioration in the customers operating results or financial position, a specific allowance for
doubtful account is recorded to reduce the related receivable to the amount that is believed reasonably collectible. We also record allowances for doubtful accounts for all other customers based on a variety of factors including the length of time
the receivables are past due, the financial health of the customer and historical experiences. If circumstances related to specific customers change, our estimates of the recoverability of receivables could be further adjusted.



Rebate Guarantees



Agreements with certain health plan sponsor customers contain provisions that require us to obtain a minimum rebate per claim from
pharmaceutical manufacturers in order to generate additional savings for health plan sponsor customers. Failure to achieve the minimum rebate per claim results in an obligation by us to the health plan sponsor customer. The obligation is equivalent
to the difference between the actual rebate per claim obtained and the minimum stated in the health plan sponsor customer agreement, which is then multiplied by the number of claims processed in a specified period. We continually monitor the health
plan sponsor customers rebate per claim and recognize a liability when it appears unlikely the average rebate per claim will meet or exceed the stated minimum.



If circumstances related to collectibility assumptions of pharmaceutical manufacturers rebates change, including changes in market
conditions (e.g., drug patent expiration) or member quantity, that materially alter drug utilization patterns and adversely affect the pharmaceutical manufacturers rebates obtained, rebate guarantee obligations could increase, resulting in a charge
to earnings.



Performance Guarantees



Agreements with certain health plan sponsor customers contain plan performance guarantees
that require us to meet various operational standards, including items such as customer service wait time, abandoned customer service calls and mail pharmacy turn around time, as well as guaranteed savings for using our retail networks. Certain
contracts require 100% guarantee in achieving various operational standards. Failure to achieve the operational standards results in penalty payments to the health plan sponsors by us. We continually monitor our operational performance



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against the standards outlined in health plan sponsor customer contracts. A loss is recorded as a liability. If we experience changes in events or
circumstances that adversely impact operations, performance guarantee obligations could increase, resulting in a charge to earnings.



Service Guarantees



Agreements with certain health plan sponsor customers contain guarantees relating to an efficient and effective transition into our services (implementations). Failure to achieve an efficient and effective transition
on our part results in an obligation to health plan sponsor customers. Obligations are estimated based on the success of recently transitioned health plan sponsor customers. If we experience changes in events or circumstances that adversely impact
the transition of new health plan sponsor customers to our products and services, a charge to earnings may result.



Other Loss Contingencies



Other loss contingencies are recorded as liabilities when it is probable that a liability has been incurred and the amount of the loss is reasonably estimable. Disclosure
is required when there is a reasonable possibility that the ultimate loss will exceed the recorded provision. Contingent liabilities are often resolved over extended time periods. We evaluate, among other factors, the degree of probability of an
unfavorable outcome and the ability to make a reasonable estimate of the amount of loss. Changes in these factors could materially impact our financial position or results of operations. Estimating probable losses requires varying levels of analysis
that often depend on judgments about potential actions by third parties such as arbitrators.



Results of Operations  AdvancePCS



The following table sets forth certain consolidated, unaudited historical financial data of AdvancePCS.



|                                             |  | Three Months EndedSeptember 30,       |           |   | Six Months EndedSeptember 30, |  
|-------------------------------------------- |  | ------------------------------------- | --------- | - | ----------------------------- | -
|                                             |  | 2003                                  |           |   | 2002(1)                       |  
|                                             |  | (in thousands, except per share data) |          
|Revenues:                                    |  |                                       |           |   |                               |  
|Data services                                |  | $                                     | 2,944,385 |   |                               | $
|Mail services                                |  |                                       | 688,843   |   |                               |  
|Clinical and other services                  |  |                                       | 59,154    |   |                               |  
|                                             |  |                                       |           |   |                               |  
|Total revenues                               |  |                                       | 3,692,382 |   |                               |  
|Cost of revenues                             |  |                                       | 3,527,977 |   |                               |  
|                                             |  |                                       |           |   |                               |  
|Gross profit                                 |  |                                       | 164,405   |   |                               |  
|Selling, general and administrative expenses |  |                                       | 66,826    |   |                               |  
|Merger-related charges                       |  |                                       | 3,385     |   |                               |  
|                                             |  |                                       |           |   |                               |  
|Operating income                             |  |                                       | 94,194    |   |                               |  
|Net interest expense                         |  |                                       | (7,976    | ) |                               |  
|Loss on early retirement of debt             |  |                                       |          |   |                               |  
|Loss from joint venture                      |  |                                       | (1,424    | ) |                               |  
|                                             |  |                                       |           |   |                               |  
|Income before income taxes                   |  |                                       | 84,794    |   |                               |  
|Provision for income taxes                   |  |                                       | (33,494   | ) |                               |  
|                                             |  |                                       |           |   |                               |  
|Net income                                   |  | $                                     | 51,300    |   |                               | $
|                                             |  |                                       |           |   |                               |  
|Basic net income per share                   |  | $                                     | 0.56      |   |                               | $
|Diluted net income per share                 |  | $                                     | 0.52      |   |                               | $



|(1) | Revenues have been retroactively reclassified to reflect the adoption of EITF 02-16 in the
fourth quarter of fiscal 2003.
|--- | -------------------------------------------------------------------------------------------------------------------------



During fiscal year 2003, we
adopted EITF 02-16. Under this pronouncement, any consideration received from a vendor is presumed to be a reduction of the prices of the vendors products and should, therefore, be characterized as a reduction of cost of revenues. This EITF
applies to rebates and administrative fees received from pharmaceutical manufacturers. We had previously recorded rebates, net of the amount distributed to our customers, and



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administrative fees as components of Clinical Services revenue. Prior period reclassification is allowed to the extent there is no impact on net income. The
application of EITF 02-16 did not change our net income, gross profit or cash flows.



The SEC previously announced plans to review prior filings of each of the Fortune 500 companies. As part of this process, we previously received a comment letter from the SEC with respect to our Annual Report on Form 10-K for the fiscal
year ended March 31, 2002. In addition to the co-payment issue (see discussion in Item 2, Data Services), the SEC raised an issue relating to whether our business operates as two separate operating segments or as a single segment with integrated
products. This issue would not have an impact on our consolidated results of operations, which include gross profit and net income, the consolidated balance sheet or the consolidated statements of cash flows. We are currently in discussions with the
SEC about the issues raised in the comment letter.



Three Months Ended
September 30, 2003 Compared to Three Months Ended September 30, 2002



Revenues



Data Services  Data services revenue
increased $57.0 million, or 2%, for the three months ended September 30, 2003 compared to the same period one year ago. The increase was primarily attributable to increases in the Average Wholesale Price index for drug ingredient costs, which was
partially offset by 1.2 million fewer retail claims processed and higher average generic dispensing rates, which reduces revenue per claim processed. Our generic dispensing rate increased 4.8% for the three months ended September 30, 2003 as
compared to the same quarter in fiscal 2003. The increase in the Average Wholesale Price index, which is used to establish the price of a prescription at the point of sale, was due to higher costs for newly introduced drugs, as well as price
increases for existing drugs.



Mail Services  Mail services
revenue increased $119.2 million, or 21%, compared to the three months ended September 30, 2002. Of this increase, approximately $54 million resulted from a 10% increase in the number of mail prescriptions dispensed, which was driven principally by
increased utilization of our mail services by existing members. The number of mail pharmacy prescriptions dispensed increased from 3.9 million for the three months ended September 30, 2002 to 4.3 million for the three months ended September 30,
2003. Also contributing to the increase was higher revenue per mail claim resulting from the combined impact of an increase in drug ingredient cost offset by a 4.4% increase in our mail order generic dispensing rate for the three months ended
September 30, 2003 as compared to the same quarter in fiscal 2003. The remaining increase in mail revenue was due to the growth of specialty pharmacy services revenue, with revenues of $106.3 million for the three months ended September 30, 2003
compared to $54.1 million for the same period in the prior year, which was primarily as a result of increased volumes.



Clinical and Other Services  Clinical and other services revenue increased $13.4 million, or 29%. The majority of this increase is attributable to the
inclusion of Accordant, which was acquired in the third quarter of fiscal 2003, a disease management company focusing on patients with complex, chronic and progressive diseases. The remaining increase was attributable to improved contract rates and
greater formulary compliance by our rebate utility customers as well as increased utilization of our clinical programs.



Cost of Revenues



Overall cost of revenues increased $160.7 million, or 5%, compared to the three months ended September 30, 2002. Of this increase, drug ingredient costs grew by $156.0 million to $3.4 billion. This increase was driven
primarily by the increase in the Average Wholesale Price index of pharmaceuticals, which in turn was driven by higher costs for newly introduced drugs, as well as price increases for existing drugs. Cost of revenues, excluding drug ingredient costs,
increased $4.7 million, or 3%, as compared to the three months ended September 30, 2002. The majority of the increase was attributable to non-ingredient costs associated with filling a greater number of mail order prescriptions; the opening of our
third mail order facility in Wilkes-Barre, Pennsylvania in the third quarter of fiscal 2003; increased call center operations to promote the use of our mail services to existing members; and non-pharmaceutical cost of revenues associated with both
the ramp up of our specialty pharmacy operations and Accordant which was acquired in the third quarter of fiscal 2003.



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Selling, general and administrative expenses



Our selling, general and administrative expenses, excluding merger-related charges, for the three months ended September 30, 2003 increased
by $12.6 million compared to the same period in 2002. This increase was primarily attributable to the acquisition and integration of Accordant in the third quarter of fiscal 2003 and to increased administration costs associated with outside legal
fees, increased insurance premiums and employee benefits costs. Selling, general and administrative expenses as a percentage of revenues increased from 1.5% for the three months ended September 30, 2002 to 1.8% for the three months ended September
30, 2003.



Merger-related charges



During the three months ended September 30, 2003, we recognized charges of approximately
$3.4 million in legal, accounting and other expenses related to the proposed merger with Caremark. We expect to incur continuing costs up until the closing of this transaction, including costs associated with our responding to requests by the
Federal Trade Commission.



Interest income and interest expense



Interest expense, net of interest income, for the three months ended
September 30, 2003 decreased $2.3 million, or 23%, compared to the same period in 2002. The decrease in interest expense resulted from: (1) the increased net repayment of debt with excess cash and (2) the expiration in October 2002 of $100 million
of the interest rate swap. The remaining notional amount of the interest rate swap expired in October 2003, see Item 3.



Loss from joint venture



In February 2001, we entered into an agreement with Express Scripts and Medco Health Solutions (formally Merck-Medco Managed Care), to form RxHub, LLC (RxHub) to develop electronic prescribing technology. We own
one-third of the equity of RxHub. We have recorded our investment in RxHub under the equity method of accounting and record our percentage interest in RxHubs results in our consolidated statements of operations. Our proportionate share of
RxHubs loss for the three months ended September 30, 2003 was $1.4 million compared to $1.2 million for the same period in 2002.



Income taxes



For the three months ended September 30, 2003 and 2002, our effective tax rate was approximately 39.5%.



Diluted net income per share



We reported diluted net income of $0.52 per share for the three months ended September 30, 2003 compared to $0.43 per share for the same period in 2002. The weighted
average shares outstanding were 98.4 million for each three month period ending September 30, 2003 and 2002. The weighted average shares outstanding at September 30, 2003 include reductions due to share repurchases, offset by shares issued through
the employee stock purchase plan (ESPP) program, since June 2002.



Six
Months Ended September 30, 2003 Compared to Six Months Ended September 30, 2002



Revenues



Data Services  Data services revenue
increased $444.0 million, or 8%, for the six months ended September 30, 2003 compared to the same period one year ago. The increase was primarily attributable to increases in the Average Wholesale Price index for drug ingredient costs, offset by
higher average generic dispensing rates. Our retail generic dispensing rate increased 6.2% for the six months ended September 30, 2003 as compared to the same period in fiscal 2003. The increase in the Average Wholesale Price index was attributable
to higher costs for newly introduced drugs as well as price increases for existing drugs.



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Mail Services  Mail services revenue increased $288.4 million, or 27%, compared to the six months ended
September 30, 2002. Of this increase, approximately $158.2 million resulted from a 15% increase in the number of mail prescriptions dispensed which was driven by the addition of several customers whose members are high mail utilizers and increased
utilization of our mail services by existing members. The number of mail pharmacy prescriptions dispensed increased from 7.3 million for the six months ended September 30, 2002 to 8.5 million for the six months ended September 30, 2003. Also
contributing to the increase was higher revenue per mail claim resulting from the impact of an increase in the Average Wholesale Price index for drug ingredient cost, which was partially offset by higher brand discounts and an 8.7% increase in our
mail order average generic dispensing rates. The remaining increase in mail revenue was due to the growth of specialty pharmacy services revenue, with revenues of $199.7 million for the six months ended September 30, 2003 compared to $96.4 million
for the same period in the prior year, which was primarily as a result of increased volumes.



Clinical and Other Services  Clinical and other services revenue increased $25.9 million, or 28%. A significant portion of this increase is attributable to the inclusion of Accordant, which was acquired
in the third quarter of fiscal 2003. The remaining increase was attributable to new customers, which use our clinical services, and improved contract rates and greater formulary compliance by our rebate utility customers.



Cost of Revenues



Overall cost of revenues increased $701.7 million, or 10.8%, compared to the six months ended September 30, 2002. Of this increase, drug
ingredient costs grew by $692.5 million to $6.9 billion. This increase was driven primarily by the increase in the Average Wholesale Price index of pharmaceuticals, which in turn was driven by higher costs for newly introduced drugs, as well as
price increases for existing drugs. This increase in Average Wholesale Price was partially offset by the benefits of forward purchasing of inventory and increased generic dispensing rates. Adjusted claims grew 6.3 million or 2.4% as compared to the
comparable six-month period in the prior fiscal year. Adjusted claims are calculated as pharmacy network claims processed plus mail pharmacy prescriptions multiplied by three, as mail claims typically represent a three-month supply, while pharmacy
network claims typically represent a one-month supply. Cost of revenues, excluding drug ingredient costs, increased $9.2 million or 3.4% as compared to the six months ended September 30, 2002. The majority of the increase was attributable to
non-ingredient costs associated with filling a greater number of mail order prescriptions; the opening of our third mail order facility in Wilkes-Barre, Pennsylvania in the third quarter of fiscal 2003; increased call center operations to handle the
increased volume of calls associated with implementing new mail utilizing members and promoting the use of our mail services to existing members; and non-pharmaceutical cost of revenues associated with both the ramp up of our specialty pharmacy
operations and the inclusion of Accordant, which was acquired in the third quarter of fiscal 2003.



Selling, general and administrative expenses



Our selling, general and administrative expenses, excluding merger-related charges, for the six months ended September 30, 2003 increased by $21.5 million compared to the same period in 2002. This increase was primarily attributable to the
acquisition and integration of Accordant in the third quarter of fiscal 2003; new expenditures for advances in information systems technology; and increased administration costs associated with greater outside legal fees, insurance premiums and
employee benefits costs. We also incurred costs in our operations supporting the Wilkes-Barre mail order facility, which was not open during the six months ended September 30, 2002. Selling, general and administrative expenses as a percentage of
revenues increased from 1.6% for the six months ended September 30, 2002 to 1.7% for the six months ended September 30, 2003.



Merger-related charges



During the six months ended September 30, 2003, we recognized charges of approximately $4.1 million in legal, accounting and other expenses related to the proposed merger with Caremark. We expect to incur continuing
costs up until the closing of this transaction, including costs associated with our responding to requests by the Federal Trade Commission.



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Interest income and interest expense



Interest expense, net of interest income, for the six months ended September 30, 2003 decreased $ 3.8 million or 18% compared to the same
period in 2002. The decrease in interest expense resulted from: (1) the increased net repayment of debt with excess cash, (2) the increased usage of the Asset Securitization Facility beginning in the first quarter of fiscal 2003, which incurs
interest at a lower rate than the debt it replaced and (3) the expiration in October 2002 of $100 million of the interest rate swap. The remaining notional amount of the interest rate swap expired in October 2003, see Item 3.



Loss on early retirement of debt



During the six months ended September 30, 2002, we recorded a loss associated with the early
retirement of debt. The loss was attributable to a non-cash charge to write off a portion of the deferred financing fees related to the Term B note in the amount of $2.4 million (excluding taxes of $953,000, included in provision for income taxes).
This amount was previously reported as an extraordinary loss but has been retroactively reclassified to pre-tax income in accordance with SFAS No. 145, Rescission of SFAS Nos. 4, 44, and 64, Amendment of SFAS 13, and Technical Corrections as
of April 2002 (SFAS 145), see Recently Adopted Accounting Policies, which the Company adopted in the first fiscal quarter of 2004.



Loss from joint venture



In February 2001, we entered into an agreement with Express Scripts and Medco Health Solutions, to form RxHub to develop electronic prescribing technology. We own one third of the equity of RxHub. We have recorded our
investment in RxHub under the equity method of accounting and record our percentage interest in RxHubs results in our consolidated statement of operations. Our proportionate share of RxHubs loss for the six months ended September 30,
2003 was $3.0 million compared to $2.3 million for the same period in fiscal 2003.



Income taxes



For the six months ended September 30, 2003 and
2002, our effective tax rate was approximately 39.5%.



Diluted net income
per share



We reported diluted net income of $1.02 per share for the six
months ended September 30, 2003 compared to $0.77 per share for the same period in 2002. The weighted average shares outstanding were 97.6 million and 100.3 million for the six months ended September 30, 2003 and 2002, respectively. The decline in
weighted average shares outstanding at September 30, 2003 represents reductions due to share repurchases, offset by shares issued through the ESPP program, since June 2002.



Liquidity and Capital Resources



Net cash provided by operating activities



Net cash provided by operating activities was $152.7 million and $109.5 million for the six months ended September 30, 2003 and 2002, respectively. The increase of $43.2
million for the six months ended September 30, 2003 versus the same period in 2002 reflected increased earnings of $22.1 million and improvements in our working capital components. These increases were offset in part by increased period over period
inventory purchases of $25.2 million, reflecting higher investment buying activities for our mail service pharmacies, and include the costs associated with the opening of our Wilkes-Barre, Pennsylvania mail facility in 2003. Although we had a
working capital deficit of $237.9 million as of September 30, 2003, the majority of our current obligations are not due until cash is collected from our customers. We use our excess cash balances to reduce debt under our credit facilities, which
results in a net deficit in our working capital. Our net cash provided by operating activities improved due to the timing of receivables and payables resulting from our claims processing cycle. A majority of our claims billings are processed on a
fourteen-day cycle, beginning on Saturdays. As a result, cash balances, accounts receivable and accounts payable reflected in our consolidated balance sheets may fluctuate period to period depending on the day of the week that the quarter actually
ends in relationship to the timing of invoicing, receipt of cash from our customers and our payments to retail pharmacies. Therefore, we experience fluctuations in our cash balances depending upon



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the day of the cycle. We manage the effect of these fluctuations by borrowing on our Asset Securitization Facility and our Revolving Credit Facility during
certain cycle days.



Net cash used in investing activities



Net cash used in investing activities was $16.0 and $46.7 million for the six months
ended September 30, 2003 and 2002, respectively, and principally consisted of capital expenditures. Capital expenditures were $13.8 million and $44.8 million for the six months ended September 30, 2003 and 2002, respectively, and primarily related
to purchases of property and equipment; capitalized software associated with the growth and expansion of our systems and facilities, including our Wilkes-Barre, Pennsylvania mail order facility which was opened in the third fiscal quarter of 2003;
and software and systems upgrades for compliance with the Health Insurance Portability and Accountability Act of 1996.



Net cash used in financing activities



Net cash used in financing activities was $135.2 million and $100.8 million for the six months ended September 30, 2003 and 2002, respectively. The activity for the six
months ended September 30, 2003 consisted of net debt repayments of $160.0 million, primarily related to the Asset Securitization Facility, offset in part by proceeds from stock option exercises of $24.9 million. The activity for the six months
ended September 30, 2002 consisted primarily of 4.0 million shares purchased under our stock repurchase program at a cost of approximately $71.8 million and the repurchase of Senior Notes with a face value of approximately $12.2 million in open
market transactions. In the Merger Agreement, we have agreed not to repurchase any additional shares without the consent of Caremark. Additionally, during the six months ended September 30, 2002, we completed an increase to the Asset Securitization
Facility of $150 million, which was used to repay the remaining Term B note under our senior credit facility. Additional debt reduction, if any, will be made in such amounts and at such times, as we deem appropriate based upon prevailing market and
business conditions. However, during the reporting periods, we experience cash balance fluctuations and manage these fluctuations by borrowing against the Asset Securitization Facility and Revolving Credit Facility.



Indebtedness



In September 2002 we amended our Senior Secured Credit Facility to increase the size of the revolver from $175 million to $275 million. No
amounts were outstanding under the revolving facility at September 30, 2003. The credit facility contains covenants that are typical for this type of debt, including limitations on capital expenditures, minimum fixed charge, interest coverage and
total leverage ratios. We are in compliance with all covenants.



In March 2001,
we issued $200 million of Senior Notes due 2008. In the second quarter of fiscal year 2003, we repurchased a portion of the Senior Notes with a face value of approximately $12.2 million in open market transactions. The Senior Notes contain covenants
that are typical for this type of debt including, among others, fixed charge ratio, payment of dividends and sales of assets. There are no restrictions on the ability of the guarantors to pay dividends, make loans or advances to the parent. We are
in compliance with all covenants.



In December 2001, we securitized certain of
our accounts receivable pursuant to the Asset Securitization Facility. We used the proceeds to repay $150 million of our Term B note that had a balance outstanding of approximately $300 million at that time. In June 2002, we increased the Asset
Securitization Facility to $300 million. We used the proceeds to pay the remaining $150 million of our Term B note. The Asset Securitization Facility is included in our debt balance as of September 30, 2003 and March 31, 2003 and will continue to be
reflected on-balance sheet. As of September 30, 2003, approximately $100 million was outstanding under the Asset Securitization Facility.



Stock Transactions



Treasury Shares



On June 6, 2002, the
we filed a Form 8-K announcing the authorization from the board of directors of a stock repurchase program of up to $150 million of our outstanding shares of Class A common stock in the open market or private transactions. Purchases of stock under
this repurchase program are included in treasury and offset by the issuance of shares for the ESPP program.



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During the three month and six month periods ended September 30, 2002, we purchased 4.0 million shares at a cost of $71.8
million under this repurchase program. There were no shares issued under the ESPP program during the three and six month periods ended September 30, 2002. During the three month and six month periods ended September 30, 2003, no shares were
purchased under this repurchase program, however, previous treasury purchases were offset by the issuance of 137,545 shares for the ESPP program. Since inception, we have purchased 5.6 million shares at a cost of $111.5 million, offset by 271,050
shares issued for the ESPP program. In the Merger Agreement, we have agreed not to repurchase any additional shares without the consent of Caremark.



TheraCom



In August 2001, the we completed the acquisition of 100% of the equity of Dresing-Lierman, Inc. and its wholly-owned subsidiary, TheraCom Inc. (collectively, TheraCom), a specialty pharmacy and distribution company
located in Bethesda, Maryland. At the time of the acquisition, in addition to the payment of other consideration, 217,050 shares of common stock issued to the former TheraCom stockholders were held in escrow to satisfy any indemnification claims the
we may have had arising out of the acquisition, including those related to the settlement of certain TheraCom litigation outstanding at the time of the acquisition. All shares held in escrow were included in our calculation of basic earnings per
share beginning with the quarter ended September 30, 2002.



In January 2003,
34,188 shares were withdrawn from the indemnification claims escrow and returned to us to satisfy the indemnification claim arising from the settlement of litigation between TheraCom and one of its former stockholders. These shares returned to us
are held in treasury. In August 2003, further litigation was settled between TheraCom and one of its former employees. Pursuant to this settlement, TheraCom paid the former employee $2 million. The former stockholders of TheraCom then indemnified us
and reimbursed TheraCom for the $2 million in cash. Upon receipt of this indemnification payment and in accordance with the terms of the acquisition, all of the 182,862 shares then held in the indemnification escrow were released to the former
TheraCom stockholders.



Legal Proceedings and Regulatory Developments



In November 1999, PCS Health Systems, Inc., or PCS, a subsidiary of PCS
Holding Corporation, which was acquired by us in October 2000, received a subpoena from the Department of Health and Human Services OIG requesting that PCS produce documents in connection with an industry-wide investigation. The investigation is
ongoing and being pursued under the direction of the United States Attorneys Office for the Eastern District of Pennsylvania. Based on public statements from that office, the investigation appears to involve a review of the practices of
pharmacy benefit management companies, or PBMs, under federal anti-kickback statutes and other laws and regulations. Specifically, the focus of the investigation appears to be PBMs relationships with pharmaceutical manufacturers and retail
pharmacies and PBMs programs relating to drug formulary compliance, including rebate and other payments made by pharmaceutical manufacturers to PBMs, and payments made by PBMs to retail pharmacies in connection with therapeutic intervention
activity. We provided documents responsive to the subpoena. The United States Attorneys Office also contacted some of the pharmaceutical manufacturers with which we have agreements and has asked them to provide copies of documents relating to
their agreements with us. The United States Attorney General also issued Civil Investigative Demands, or CIDs, seeking to compel the depositions of eight of our current and former employees.



On September 17, 2002, the United States District Court for the Eastern District of
Pennsylvania entered an order holding in abeyance, pending the good faith efforts to reach a mutual resolution of the outstanding discovery issues, both our dispute with the OIG regarding the scope and enforcement of the subpoena for documents and
employee e-mail as well as the issuance of the CIDs. Since entry of that order, we have reached agreement with the United States Attorneys office regarding the scope of its document requests and facilitated interviews of certain employees in
lieu of the CIDs. The government has continued to request the production of additional documents and interviews, including information relating to the activities of the former Advance Paradigm and the activities of AdvancePCS subsequent to the PCS
acquisition, as well as additional information regarding our arrangements with retail pharmacies. We continue to cooperate with the OIG. We already have produced certain requested materials and we intend to continue to work with the OIG to
facilitate the production of further documents and arrange the requested interviews.



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It is not possible to predict the outcome of this investigation or whether the government will commence any action
challenging any of our programs and practices. We believe that our programs, including those prior to the PCS acquisition, are in compliance with the requirements of the anti-kickback and false claims statutes and other applicable laws and
regulations. Moreover, other than those actions filed in connection with the enforcement of the subpoena, neither the OIG nor the United States Attorney has filed any actions or claims against us nor have they indicated their intention to do so.
Nevertheless, as a result of this investigation, we could be subject to scrutiny, further investigation or challenge under federal or state anti-kickback and false claims statutes or other laws and regulations which could cause our business,
profitability and growth prospects to suffer materially.



In March 1998, a
class action lawsuit captioned Mulder v. PCS Health Systems, Inc., case number 98-1003, was filed in the United States District Court of the District of New Jersey. This action alleges that PCS is a fiduciary, as that term is defined in the
Employee Retirement Income Security Act, or ERISA, and that we have breached our fiduciary obligations under ERISA in connection with our development and implementation of formularies, preferred drug listings and intervention programs for our
sponsors of ERISA health plans. In particular, the plaintiff alleges that our therapeutic interchange programs and negotiation of formulary rebates and discounts from pharmaceutical manufacturers violate fiduciary obligations. The plaintiff is
seeking injunctive relief and monetary damages in an unspecified amount. We believe that we do not assume any of the plan fiduciary responsibilities that would subject us to regulation under ERISA as alleged in the complaint, have denied all
allegations of wrongdoing and are vigorously defending this suit. The plaintiff purported to represent a nation-wide class consisting of all members of all ERISA plans for which PCS provided PBM services during the class period. We opposed
certification of this class and on July 17, 2003, the District Court entered an order certifying a more limited class comprised only of members of those ERISA plans for which PCS provided services under its contract with a single plan administrator.
We will continue to vigorously defend this suit. Although the ultimate outcome is uncertain, an adverse determination could potentially cause us to change our business practices with respect to formularies, preferred drug listings, intervention
programs, and rebates, potentially reducing our profitability and growth prospects.



We are also a party to Marantz v. AdvancePCS, case number CIV-01-2413PHX EHC, a class action filed on or about December 17, 2001 in the United States District Court in Arizona that alleges that we act as an ERISA fiduciary and that
we have breached certain fiduciary obligations under ERISA. The plaintiff withdrew the class action allegations in April 2002. In March 2003, the court dismissed the plaintiffs apparent effort to reassert possible class action claims. In May
2003, the Marantz case was dismissed based on inadequacies in the plaintiffs pleadings and subsequently the plaintiff filed and amended complaint purporting to address these inadequacies. Currently, the case is proceeding as a single plaintiff
seeking to represent one health plan. However, the plaintiff is again attempting to broaden the scope of the case to a class action. We will oppose any effort to certify a class. We are also a party to the following lawsuits, each filed by the same
counsel for different plaintiffs in the United States District Court in Arizona, that allege that we act as an ERISA fiduciary and that we have breached certain fiduciary obligations under ERISA.



We also were party to a class action, Glanton v. AdvancePCS, case number CIV-02-0507 PHX
SRB, previously referred to as Lewis v. AdvancePCS, filed by the same counsel that had filed the Marantz case described above. This class action was served on or about April 19, 2002 and purported to be brought on behalf of a class of
self-funded health plans. On or about March 31, 2003, we were served with the plaintiff, a purported participant in a self-funded plan/customer of ours, sought to bring action on behalf of that plan. Because the Glanton case purported to be brought
as a class action on behalf of self-funded plans, on May 14, 2003, the United States District Court consolidated Mackner into Glanton. On November 7, 2003, the Federal District Court dismissed and terminated both the Glanton and Mackner cases on the
pleadings, finding that the plaintiffs lacked standing to bring the actions under ERISA. The plaintiffs are entitled to appeal these dismissals to the United States Ninth Circuit Court of Appeals.



As to all of the ERISA cases, we believe that we do not act as an ERISA fiduciary or assume
the ERISA fiduciary responsibilities as alleged in the complaints. We believe that, in any event, our business practices are in compliance with ERISA. The ERISA lawsuits seek unspecified monetary damages and injunctive relief.



We were served as a defendant in two California state court cases in 2003, one of which was
brought by the same plaintiffs counsel that represents the plaintiffs in the dismissed and pending Arizona ERISA cases. One was filed on or about March 17, 2003 in Los Angeles County Superior Court (American Federation of State, County
& Municipal Employees (AFSCME) v. AdvancePCS, et al., case number BC292227) against us and other leading PBMs. The other was



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filed on or about March 26, 2003 in Alameda County Superior Court against us and several other defendants (Irwin v. AdvancePCS, et al., case number
RG03088693) and is styled as a class action brought on behalf of a class of all public employees that participate in non-ERISA prescription drug benefit plans; however, a class has not been certified and we will oppose such certification. These
two California cases allegedly involve non-ERISA plans and make the same general allegations of wrongdoing as made in the Arizona ERISA actions but are brought under Californias Unfair Competition Law rather than ERISA. Since the two
California actions are related, we and the other PBM defendants secured an order requiring that the cases be coordinated in the Los Angeles Superior Court.



Although the ultimate outcome in these Arizona ERISA and California non-ERISA cases is uncertain, an adverse determination could potentially cause us to change our
business practices with respect to formularies, preferred drug listings, rebates, and intervention programs, potentially reducing our profitability and growth prospects. We have denied all allegations of wrongdoing and are vigorously defending these
suits.



On December 17, 2001, AARP and United Healthcare Insurance Co., or
United, filed a multi-count complaint against us in federal court in Minneapolis, Minnesota in a matter captioned United Healthcare Insurance Co. and AARP v. AdvancePCS, Civ. No. 01-CV-2320 (D. Minn.).AARP and United have asserted claims
against us for violation of Minnesotas deceptive trade practices act, tortious interference with prospective economic advantage and unjust enrichment. Specifically, AARP and United claim that we created confusion among certain AARP members and
pharmacists through the launch of our prescription drug discount program. AARP and United requested preliminary and permanent injunctive relief. We moved to dismiss the complaint. Without holding an evidentiary hearing, the district court granted
AARP and Uniteds request for preliminary injunctive relief. We appealed the district courts order and on November 1, 2002, the Eighth Circuit Federal Court of Appeals affirmed the district courts order. In addition to the
injunctive relief requested, AARP and United have asserted monetary damages of $24 million, including attorneys fees and costs. In September 2003, the District Court rejected, without prejudice, AARPs and Uniteds attempt to amend
their complaint to include a punitive damages allegation. We have denied AARP and Uniteds allegations, moved to dismiss the complaint and are vigorously defending this matter. In addition, in May 2003 we amended our answer to include a
cross-complaint against both AARP and United for monetary damages arising out of asserted inappropriate activities by AARP and United that interfered with the operation of our prescription drug discount program. Discovery in connection with these
claims is ongoing.



We are a defendant in a purported class action (Bellevue
Drug Co. et al., on behalf of themselves and all others similarly situated, and The Pharmacy Freedom Fund and The National Community Pharmacists Association v. AdvancePCS, Civ. No. 03-473) filed in the United States District Court for the
Eastern District of Pennsylvania in August 2003. The plaintiff alleges antitrust violations under Section 1 of the Sherman Act by us allegedly participating in a conspiracy to fix retail pharmacy reimbursement rates at sub-competitive levels. The
plaintiffs are attempting to certify a nationwide class of all pharmacies that, at any time during the period commencing four years before the filing of the litigation through the present, contracted with us to dispense and sell brand name and
generic prescription drugs for any prescription drug benefit plan(s). The plaintiffs are seeking damages and injunctive relief. We will vigorously defend this suit.



We are also a defendant in similar anti-trust class action (North Jackson Pharmacy, Inc., et al. v. AdvancePCS et al.,) filed
in the United States District Court for the Northern District of Alabama in October 2003. The plaintiffs are pharmacies who seek to represent a nationwide class of pharmacies. The plaintiffs have made generally similar allegations as the plaintiffs
in the Bellevue Drug Co. litigation described above. We will vigorously defend this suit.



In addition, we are a party to routine legal and administrative proceedings arising in the ordinary course of our business. The proceedings currently pending are not, in our opinion, material either individually or in
the aggregate.



Various aspects of our businesses are governed by federal and
state laws and regulations and compliance is a significant operational requirement for us. We believe that we are in substantial compliance with all existing legal requirements material to the operation of our business; however, the application of
complex standards to the detailed operation of the business always creates areas of uncertainty. Moreover, regulation of the field is in a state of flux. Numerous health care laws and regulations have been proposed at the state and federal level,
many of which could affect our business. We cannot predict what additional federal or state legislation or regulatory initiatives may be enacted in the future regarding health care, or the business of pharmacy benefit management. It is possible that
federal or state governments might impose additional restrictions or adopt interpretations of existing laws that could have a material adverse affect on our business or financial position.



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Recently Adopted Accounting Pronouncements



In May 2002, the FASB issued SFAS No. 145, Rescission of SFAS Nos. 4, 44, and 64, Amendment of SFAS 13, and Technical Corrections as
of April 2002 (SFAS 145). This Statement rescinds FASB Statement No. 4, Reporting Gains and Losses from Extinguishment of Debt, and an amendment of that Statement, and FASB Statement No. 64, Extinguishments of Debt Made to
Satisfy Sinking-Fund Requirements. SFAS 145 restricts the classification of gains and losses from extinguishment of debt to only those transactions that are unusual and infrequent in nature as defined by APB Opinion No. 30, Reporting the
Results of Operations  Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions (APB 30) as extraordinary. We adopted SFAS 145 in the first quarter of
fiscal 2004. In connection with the Term B note repayments made in June 2002, we recorded a loss associated with the early retirement of debt. The loss was attributable to a non-cash charge to write-off a portion of the deferred financing fees
related to the secured bank agreement in the amount of $2.4 million (excluding taxes of $953,000, included in the provision for income taxes) and was previously reflected as an extraordinary item. Accordingly, the pre-tax extraordinary loss of $2.4
million for the six months ended September 30, 2002, was reclassified to income before income taxes to conform to the requirements of SFAS 145.



Recently Issued Accounting Pronouncements



In January 2003, the FASB issued FASB Interpretation No. 46, Consolidation of Variable Interest Entities (FIN 46), which clarifies the application of
Accounting Research Bulletin No. 51, Consolidated Financial Statements. FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the
characteristics of a controlling financial interest or do not provide sufficient equity at risk for the entity to support its activities. FIN 46 was effective for all variable interest entities created after January 31, 2003. For variable interest
entities acquired or created prior to February 1, 2003, the provisions of FIN 46 must be applied to the first interim or annual period ending after December 15, 2003. We have a variable interest entity that has been and will continue to be included
in our consolidated financial statements, and therefore, the adoption of FIN 46 did not have a material impact on our financial position or results of operations.



Impact of Inflation



Changes in prices charged by manufacturers and wholesalers for pharmaceuticals we dispense affect our cost of revenues. Historically, we have been able to pass the effect
of such price changes to our customers under the terms of our agreements. As a result, changes in pharmaceutical prices due to inflation have not adversely affected us. There can be no guarantee that we will be able to pass on the effect of such
future price changes to our customers.



|Item 3. |  | Quantitative and Qualitative Disclosures about Market Risk
|------- |  | ----------------------------------------------------------



We have not entered into derivatives or other financial instruments for trading purposes. We did enter into interest rate protection agreements that had fixed the LIBOR
rate as of November 7, 2000 at 6.60% for $400 million of our variable rate debt under our credit facility. The notional amount was reduced by $100 million in October 2001 and 2002. As of September 30, 2003, the notional amount was $200 million. The
swap expired in October 2003. As of September 30, 2003, our outstanding variable rate debt was approximately $100 million. Therefore, each one percent change in interest rates would result in an annual change in interest expense of $1 million.



|Item 4. |  | Controls and Procedures
|------- |  | -----------------------



Disclosure Controls and Internal Controls



Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities
Exchange Act of 1934, as amended, or the Exchange Act, such as this Form 10-Q, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms. Disclosure controls
are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the Companys Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions
regarding required



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disclosure. Internal controls are procedures which are designed with the objective of providing reasonable assurance that (1) our transactions are properly
authorized; (2) our assets are safeguarded against unauthorized or improper use; and (3) our transactions are properly recorded and reported, all to permit the preparation of our financial statements in conformity with generally accepted accounting
principles.



Evaluation of Disclosure Controls and Procedures



The Companys management, with the participation of its Chief
Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Companys disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the quarterly
period covered by this quarterly report. Based on such evaluation, such officers have concluded that, as of the end of the quarterly period covered by this quarterly report, the Companys disclosure controls and procedures are effective in
alerting them on a timely basis to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Companys reports filed or submitted under the Exchange Act and that our internal controls
are effective to provide reasonable assurance that our financial statements are fairly presented in conformity with generally accepted accounting principles.



Changes in Internal Controls



Since the end of the quarterly period covered by this quarterly report, there have not been any significant changes in the Companys internal controls over financial
reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) or in other factors that could significantly affect such controls. There were no significant deficiencies or material weaknesses and therefore there were no
corrective actions taken.



Limitations on the Effectiveness of Controls



The Companys management, including the Chief Executive Officer and
Chief Financial Officer, does not expect that our disclosure controls or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance
that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent
limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that
judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management
override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all
potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be detected.



PART II. OTHER INFORMATION



|Item 1. |  | Legal Proceedings
|------- |  | -----------------



The Company has entered into long-term employment and noncompete agreements with certain management employees. These employment agreements provide for certain minimum payments should the agreements be terminated.



In November 1999, PCS Health Systems, Inc. (PCS), a subsidiary of PCS Holding
Corporation, which was acquired by the Company in October 2000, received a subpoena from the Department of Health and Human Services OIG requesting that PCS produce documents in connection with an industry-wide investigation. The investigation is
ongoing and being pursued under the direction of the United States Attorneys Office for the Eastern District of Pennsylvania. Based on public statements from that office, the investigation appears to involve a review of the practices of
pharmacy benefit management companies (PBMs) under federal anti-kickback statutes and other laws



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and regulations. Specifically, the focus of the investigation appears to be PBMs relationships with pharmaceutical manufacturers and retail pharmacies
and PBMs programs relating to drug formulary compliance, including rebate and other payments made by pharmaceutical manufacturers to PBMs, and payments made by PBMs to retail pharmacies in connection with therapeutic intervention activity. The
Company provided documents responsive to the subpoena. The United States Attorneys Office also contacted some of the pharmaceutical manufacturers with which the Company has agreements and has asked them to provide copies of documents relating
to their agreements with the Company. The United States Attorney General also issued Civil Investigative Demands (CIDs) seeking to compel the depositions of eight of the Companys current and former employees.



On September 17, 2002, the United States District Court for the Eastern District of
Pennsylvania entered an order holding in abeyance, pending the good faith efforts to reach a mutual resolution of the outstanding discovery issues, both the Companys dispute with the OIG regarding the scope and enforcement of the subpoena for
documents and employee e-mails as well as the issuance of the CIDs. Since entry of that order, the Company has reached agreement with the United States Attorneys office regarding the scope of its document requests and facilitated interviews of
certain employees in lieu of the CIDs. The government has continued to request the production of additional documents and interviews, including information relating to the activities of the former Advance Paradigm and the activities of AdvancePCS
subsequent to the PCS acquisition, as well as additional information regarding the Companys arrangements with retail pharmacies. The Company continues to cooperate with the OIG. The Company already has produced certain requested materials and
intends to continue to work with the OIG to facilitate the production of further documents and arrange the requested interviews.



It is not possible to predict the outcome of this investigation or whether the government will commence any action challenging any of the Companys programs and
practices. The Company believes that its programs, including those prior to the PCS acquisition, are in compliance with the requirements of the anti-kickback and false claims statutes and other applicable laws and regulations. Moreover, other than
those actions filed in connection with the enforcement of the subpoena, neither the OIG nor the United States Attorney has filed any actions or claims against AdvancePCS nor have they indicated their intention to do so. Nevertheless, as a result of
this investigation, the Company could be subject to scrutiny, further investigation or challenge under federal or state anti-kickback and false claims statutes or other laws and regulations which could cause the Companys business,
profitability and growth prospects to suffer materially.



In March 1998, a
class action lawsuit captioned Mulder v. PCS Health Systems, Inc., case number 98-1003, was filed in the United States District Court of the District of New Jersey. This action alleges that PCS is a fiduciary, as that term is defined in the
Employee Retirement Income Security Act (ERISA), and that the Company has breached its fiduciary obligations under ERISA in connection with its development and implementation of formularies, preferred drug listings and intervention programs for its
sponsors of ERISA health plans. In particular, the plaintiff alleges that the Companys therapeutic interchange programs and negotiation of formulary rebates and discounts from pharmaceutical manufacturers violate fiduciary obligations. The
plaintiff is seeking injunctive relief and monetary damages in an unspecified amount. AdvancePCS believes that it does not assume any of the plan fiduciary responsibilities that would subject it to regulation under ERISA as alleged in the complaint,
has denied all allegations of wrongdoing and is vigorously defending this suit. The plaintiff purported to represent a nation-wide class consisting of all members of all ERISA plans for which PCS provided PBM services during the class period.
AdvancePCS opposed certification of this class and on July 17, 2003, the District Court entered an order certifying a more limited class comprised only of members of those ERISA plans for which PCS provided services under its contract with a single
plan administrator. The Company will continue to vigorously defend this suit. Although the ultimate outcome is uncertain, an adverse determination could potentially cause the Company to change its business practices with respect to formularies,
preferred drug listings, intervention programs, and rebates, potentially reducing its profitability and growth prospects.



AdvancePCS is also a party to Marantz v. AdvancePCS, case number CIV-01-2413PHX EHC, a class action filed on or about December 17, 2001 in the United States
District Court in Arizona that alleges that AdvancePCS acts as an ERISA fiduciary and that its has breached certain fiduciary obligations under ERISA. The plaintiff withdrew the class action allegations in April 2002. In March 2003, the court
dismissed the plaintiffs apparent effort to reassert possible class action claims. In May 2003, the Marantz case was dismissed based on inadequacies in the plaintiffs pleadings and subsequently the plaintiff filed and amended complaint
purporting to address these inadequacies. Currently, the case is proceeding as a single plaintiff seeking to represent one health plan. However, the plaintiff is again attempting to broaden the scope of the case to a class action. The Company will
oppose any effort to certify a class.



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The Company also was party to a class action,Glanton v. AdvancePCS, case number CIV-02-0507 PHX SRB,
previously referred to as Lewis v. AdvancePCS, filed by the same counsel that had filed the Marantz case described above. This class action was served on or about April 19, 2002 and purported to be brought on behalf of a class of self-funded
health plans. On or about March 31, 2003, the Company was served with another complaint (Mackner v. AdvancePCS, case number CIV-03-0607 PHX MHM) in which the plaintiff, a purported participant in a self-funded plan/customer of AdvancePCS,
sought to bring action on behalf of that plan. Because the Glanton case purported to be brought as a class action on behalf of self-funded plans, on May 14, 2003, the United States District Court consolidated Mackner into
Glanton. On November 7, 2003, the Federal District Court dismissed and terminated both the Glanton and Mackner cases on the pleadings, finding that the plaintiff lacked standing to bring the actions under ERISA. The plaintiffs
are entitled to appeal these dismissals to the United States Ninth Circuit Court of Appeals.



As to all of the ERISA cases, the Company believes that it does not act as an ERISA fiduciary or assume the ERISA fiduciary responsibilities as alleged in the complaints. AdvancePCS believes that, in any event, its
business practices are in compliance with ERISA. The ERISA lawsuits seek unspecified monetary damages and injunctive relief.



The Company was served as a defendant in two California state court cases in 2003, one of which was brought by the same plaintiffs counsel that represents the
plaintiffs in the dismissed and pending Arizona ERISA cases. One was filed on or about March 17, 2003 in Los Angeles County Superior Court (American Federation of State, County & Municipal Employees (AFSCME) v. AdvancePCS, et al.,
case number BC292227) against AdvancePCS and other leading PBMs. The other was filed on or about March 26, 2003 in Alameda County Superior Court against AdvancePCS and several other defendants (Irwin v. AdvancePCS, et al., case number
RG03088693) and is styled as a class action brought on behalf of a class of all public employees that participate in non-ERISA prescription drug benefit plans; however, a class has not been certified and the Company will oppose such
certification. These two California cases allegedly involve non-ERISA plans and make the same general allegations of wrongdoing as made in the Arizona ERISA actions but are brought under Californias Unfair Competition Law rather than ERISA.
Since the two California actions are related, the Company and the other PBM defendants secured an order requiring that the cases be coordinated in the Los Angeles Superior Court.



Although the ultimate outcome in these Arizona ERISA and California non-ERISA cases is uncertain, an adverse determination could potentially
cause the Company to change its business practices with respect to formularies, preferred drug listings, rebates, and intervention programs, potentially reducing the Companys profitability and growth prospects. The Company has denied all
allegations of wrongdoing and is vigorously defending these suits.



On December
17, 2001, AARP and United Healthcare Insurance Co. (United) filed a multi-count complaint against AdvancePCS in federal court in Minneapolis, Minnesota in a matter captioned United Healthcare Insurance Co. and AARP v. AdvancePCS, Civ. No.
01-CV-2320 (D. Minn.). AARP and United have asserted claims against the Company for violation of Minnesotas deceptive trade practices act, tortious interference with prospective economic advantage and unjust enrichment. Specifically, AARP
and United claim that the Company created confusion among certain AARP members and pharmacists through the launch of its prescription drug discount program. AARP and United requested preliminary and permanent injunctive relief. The Company moved to
dismiss the complaint. Without holding an evidentiary hearing, the district court granted AARP and Uniteds request for preliminary injunctive relief. The Company appealed the district courts order and on November 1, 2002, the Eighth
Circuit Federal Court of Appeals affirmed the district courts order. In addition to the injunctive relief requested, AARP and United have asserted monetary damages of $24 million, including attorneys fees and costs. In September 2003,
the District Court rejected, without prejudice, AARPs and Uniteds attempt to amend their complaint to include a punitive damages allegation. The Company has denied AARP and Uniteds allegations, moved to dismiss the complaint and
are vigorously defending this matter. In addition, in May 2003 the Company amended its answer to include a cross-complaint against both AARP and United for monetary damages arising out of asserted inappropriate activities by AARP and United that
interfered with the operation of its prescription drug discount program. Discovery in connection with these claims is ongoing.



The Company is a defendant in a purported class action (Bellevue Drug Co. et al.,on behalf of themselves and all others similarly situated, and The Pharmacy
Freedom Fund and The National Community Pharmacists Association



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v. AdvancePCS, Civ. No. 03-473) filed in the United States District Court for the Eastern District of Pennsylvania in August 2003. The plaintiff
alleges antitrust violations under Section 1 of the Sherman Act by the Company allegedly participating in a conspiracy to fix retail pharmacy reimbursement rates at sub-competitive levels. The plaintiffs are attempting to certify a nationwide class
of all pharmacies that, at any time during the period commencing four years before the filing of the litigation through the present, contracted with the Company to dispense and sell brand name and generic prescription drugs for any prescription drug
benefit plan(s). The plaintiffs are seeking damages and injunctive relief. The Company will vigorously defend this suit.



The Company is also a defendant in similar anti-trust class action (North Jackson Pharmacy, Inc., et al. v. AdvancePCS et al.,) filed in the United States
District Court for the Northern District of Alabama in October 2003. The plaintiffs are pharmacies who seek to represent a nationwide class of pharmacies. The plaintiffs have made generally similar allegations as the plaintiffs in the Bellevue Drug
Co. litigation described above. The Company will vigorously defend this suit.



In addition, the Company is a party to routine legal and administrative proceedings arising in the ordinary course of its business. The proceedings currently pending are not, in managements opinion, material either individually or in
the aggregate.



Various aspects of the Companys businesses are governed
by federal and state laws and regulations and compliance is a significant operational requirement for the Company. Management believes that the Company is in substantial compliance with all existing legal requirements material to the operation of
the Companys business; however, the application of complex standards to the detailed operation of the business always creates areas of uncertainty. Moreover, regulation of the field is in a state of flux. Numerous health care laws and
regulations have been proposed at the state and federal level, many of which could affect the Companys business. Management cannot predict what additional federal or state legislation or regulatory initiatives may be enacted in the future
regarding health care, or the business of pharmacy benefit management. It is possible that federal or state governments might impose additional restrictions or adopt interpretations of existing laws that could have a material adverse affect on the
Companys business or financial position.



|Item 6. |  | Exhibits and Reports on Form 8-K.
|------- |  | ---------------------------------



| | (a) | Exhibits.
| | --- | ---------



Exhibit No.

Exhibits3.

Articles of Incorporation and By-Laws3.1

Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of AdvancePCS (incorporated by reference to exhibit 99.1 of AdvancePCSs Current
Report on Form 8-K as filed with the Securities and Exchange Commission on November 9, 2001).3.2

Second Amended and Restated Certificate of Incorporation of AdvancePCS (incorporated by reference to Exhibit 99.1 of AdvancePCSs Current Report on Form 8-K as filed with the
Securities and Exchange Commission on December 11, 2000).3.3

Second Amended and Restated Bylaws of AdvancePCS (incorporated by reference to Exhibit 3.1 of AdvancePCSs Current Report on Form 8-K as filed with the Securities and
Exchange Commission on October 16, 2000).10.

Material Contracts10.1

Agreement and Plan of Merger, dated as of September 2, 2003, by and among Caremark Rx, Inc., Cougar Merger Corporation and AdvancePCS (incorporated by reference to Exhibit 2.1 of
AdvancePCSs Current Report on Form 8-K as filed with the Securities and Exchange Commission on September 3, 2003).




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10.2*

Amendment No. 3 to Amended and Restated Incentive Stock Option Plan.10.3*

AdvancePCS 2003 Incentive Compensation Plan.10.4*

First Amendment to the Employment Agreement, effective as of May 6, 2003, by and between AdvancePCS and David D. Halbert.10.5*

First Amendment to the Employment Agreement, effective as of May 6, 2003, by and between Yon Y. Jorden and AdvancePCS.10.6*

Form of First Amendment the Employment Agreement, effective as of May 6, 2003, by and between AdvancePCS and each of Jon S. Halbert, T. Danny Phillips, Rudy Mladenovic, John H.
Sattler, Susan S. de Mars, Laura I. Johansen, Gail B. Marcus, Steven C. Mizell, Craig S. Schub and Leslie Simmons.10.7*

Form of First Amendment the Employment Agreement, effective as of May 6, 2003, by and between AdvancePCS and certain officers.31.

Section 302 Certifications31.1*

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002.31.2*

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002.32.

Section 1350 Certifications32.1 *

Certification Pursuant To 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002.


| | 
| | 

| | * | Filed herewith.
| | - | ---------------



| | (b) | Reports on Form 8-K.
| | --- | --------------------



The Company filed a Current Report on Form 8-K on July 1, 2003, on which information was reported under Item 5 announcing our Form 10-K filing for the fiscal year ended March 31, 2003.



The Company filed a Current Report of Form 8-K on July 21, 2003, on which information was
reported under Item 5 announcing the resolution of the Companys discussions with the Staff of the Securities and Exchange Commission regarding the matters described therein.



The Company filed a Current Report on Form 8-K on July 23, 2003, on which information was reported under Item 12 under temporary use of Item
9 announcing our press release reporting financial results for the fiscal quarter ended June 30, 2003.



The Company filed a Current Report on Form 8-K on September 3, 2003, on which information was reported under Items 5 and 7 announcing the plan of merger between Caremark Rx, Inc. and AdvancePCS.





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Signatures



Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



| |  |                         |  | AdvancePCS (Registrant)
| |  | ----------------------- |  | -----------------------
| |  |                         |  |                        
| |  | Date: November 13, 2003 |  |                        
| |  |                         |  |                        
| |  |                         |  |                        



| |  |                         |  | 
| |  | ----------------------- |  | 
| |  | Date: November 13, 2003 |  | 
| |  |                         |  | 
| |  |                         |  | 



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