Form 8-K Express Scripts Holding For: Oct 25

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 25, 2016

 

 

EXPRESS SCRIPTS HOLDING COMPANY

(Exact Name of Registrant as Specified in its Charter)

 

 

 

DELAWARE		001-35490		45-2884094
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

One Express Way, St. Louis, MO		63121
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number including area code: 314-996-0900

No change since last report

(Former Name or Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 2.02. Results of Operations and Financial Condition and Item 7.01 Regulation FD Disclosure

On October 25, 2016, Express Scripts Holding Company issued a press release with respect to its results of operations for the period ended September 30, 2016 and guidance for fiscal year and fourth quarter 2016. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information contained in this Current Report on Form 8-K under Items 2.02 and 7.01, including the accompanying Exhibit 99.1, is being furnished pursuant to Item 2.02 and Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information contained in this Current Report on Form 8-K under Items 2.02 and 7.01, including the accompanying Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) The following Exhibit is furnished as part of this report on Form 8-K.

Exhibit 99.1     Press Release, dated October 25, 2016.

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SIGNATURE

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.

 

				EXPRESS SCRIPTS HOLDING COMPANY
Date: October 25, 2016				By:		/s/ Martin P. Akins
						Martin P. Akins Senior Vice President and General Counsel

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EXHIBIT INDEX

 

Exhibit 99.1		Press Release, dated October 25, 2016.

Exhibit 99.1

 

                     

Contact:    

Eric Slusser, Chief Financial Officer

Ben Bier, Vice President, Investor Relations    

(314) 810-3115

[email protected]

Express Scripts Announces 2016 Third Quarter Results

ST. LOUIS, October 25, 2016 — Express Scripts Holding Company (Nasdaq: ESRX) announced 2016 third quarter net income of $722.9 million, or $1.15 per diluted share. 2016 third quarter adjusted earnings per diluted share, as detailed in Table 4, was $1.74.¹

“The healthcare industry demands that we stay ahead of future trends and deliver solutions to emerging issues facing today’s market,” said Tim Wentworth, CEO and President. “Doing so deepens the trusted relationships we have built with our clients, resulting in another strong year in terms of client retention and new sales.”

Third Quarter 2016 Review

The following compares third quarter 2016 and 2015 operating results:

 

•

Adjusted claims of 312.2 million, down 5%, largely due to faster roll-off of the Coventry business – See Table 1

 

•

Net income of $722.9 million, up 9%

 

•

Diluted earnings per share of $1.15, up 19%

 

•

EBITDA of $1,948.1 million, up 8% from 2015 adjusted EBITDA – See Table 32

 

•

EBITDA per adjusted claim of $6.24, up 13% from 2015 adjusted EBITDA per adjusted claim – See Table 32

 

•

Adjusted net income of $1,091.6 million, up 10% – See Tables 5 and 5A

 

•

Adjusted diluted earnings per share of $1.74, up 20% – See Table 4

 

•

Net cash flow provided by operating activities of $1,480.4 million, up 87%

In July 2016, the Company issued senior notes consisting of: $1,000.0 million aggregate principal amount of 3.000% senior notes due July 2023, $1,500.0 million aggregate principal amount of 3.400% senior notes due March 2027 and $1,500.0 million aggregate principal amount of 4.800% senior notes due July 2046. The Company used the net proceeds to repay a portion of its 2015 two-year term loan, to complete a tender offer for and follow-on redemption of its 2.650% senior notes due February 2017, to complete a tender offer for a portion of each of the 7.125% senior notes due March 2018 issued by Medco Health Solutions, Inc., the 7.250% senior notes due June 2019 issued by Express Scripts, Inc. and the Company’s 6.125% senior notes due November 2041 and for other general corporate purposes. Total cash payments related to the above, excluding accrued interest, were $3,919.6 million, which included approximately $136.0 million of repayment costs.

 

1

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

2	2015 Adjusted EBITDA includes certain adjustments to 2015 EBITDA. No such adjustments have been made to 2016 EBITDA. See Table 3.

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In August 2016, the Company settled the accelerated share repurchase (“ASR”) program announced in February 2016, and received 6.2 million additional shares, resulting in a total of 38.3 million shares repurchased under the program. Including the 6.2 million shares received under the 2016 ASR program, the Company repurchased a total of 14.1 million shares under our share repurchase program for $1,132.5 million during the quarter.

2016 Guidance

The Company narrowed its 2016 earnings per diluted share guidance from a range of $4.45 to $4.55 to a range of $4.47 to $4.53, which maintains the mid-point of $4.50 and represents growth of 26% to 27% over 2015. The Company narrowed its 2016 adjusted earnings per diluted share guidance from a range of $6.33 to $6.43 to a range of $6.36 to $6.42, which raises the mid-point to $6.39 and represents growth of 15% to 16% over 2015. Additional details on this guidance can be found in Table 6 including items excluded from the adjusted earnings per diluted share guidance range.

The Company expects total adjusted claims for the fourth quarter of 2016 to be in the range of 314 million to 329 million. Diluted earnings per share for the fourth quarter of 2016 is expected to be in the range of $1.38 to $1.44, which represents growth of 22% to 27% over the fourth quarter of 2015. Adjusted diluted earnings per share for the fourth quarter of 2016 is estimated to be in the range of $1.84 to $1.90, which represents growth of 18% to 22% over the fourth quarter of 2015. Additional details on this guidance can be found in Table 6 including items excluded from the adjusted earnings per diluted share guidance range.

2016 Business Outlook

The Company is increasing its expected 2017 retention rate for the 2016 selling season to a range of 97% - 98% from a range of 96% - 98%, excluding the impact of the remaining Coventry business rolling off in 2017, representing approximately 1% of claims.

About Express Scripts

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

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

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

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SAFE HARBOR STATEMENT

This press release contains forward-looking statements, including, but not limited to, our 2016 guidance and our statements related to the Company’s plans, objectives, expectations (financial and otherwise) or intentions. Actual results may differ materially from those projected or suggested in any forward-looking statements. Factors that may impact these forward-looking statements can be found in Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 1A – “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC on February 16, 2016. A copy of this document can be found at the Investor Information section of Express Scripts’ web site at http://www.express-scripts.com/corporate.

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

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EXPRESS SCRIPTS HOLDING COMPANY

Unaudited Consolidated Statement of Operations

 

		Three Months Ended September 30,								Nine Months Ended September 30,
(in millions, except per share data)		2016				2015				2016				2015
Revenues(*)		$	25,410.1			$	25,222.6			$	75,424.2			$	75,576.4
Cost of revenues (*)			23,136.0				23,049.1				69,141.9				69,437.7
Gross profit			2,274.1				2,173.5				6,282.3				6,138.7
Selling, general and administrative			858.1				1,007.3				2,669.2				3,013.2
Operating income			1,416.0				1,166.2				3,613.1				3,125.5
Other (expense) income:
Interest income and other			8.3				7.8				27.4				19.1
Interest expense and other			(273.4	)			(128.4	)			(548.8	)			(377.1	)
			(265.1	)			(120.6	)			(521.4	)			(358.0	)
Income before income taxes			1,150.9				1,045.6				3,091.7				2,767.5
Provision for income taxes			422.4				378.2				1,103.9				1,046.9
Net income			728.5				667.4				1,987.8				1,720.6
Less: Net income attributable to non-controlling interest			5.6				5.7				18.1				17.7
Net income attributable to Express Scripts		$	722.9			$	661.7			$	1,969.7			$	1,702.9
Weighted-average number of common shares outstanding during the period:
Basic			622.6				676.3				632.9				693.1
Diluted			627.1				682.2				637.4				699.5
Earnings per share attributable to Express Scripts:
Basic		$	1.16			$	0.98			$	3.11			$	2.46
Diluted		$	1.15			$	0.97			$	3.09			$	2.43

 

(*)	Includes retail pharmacy co-payments of $2,008.5 million and $2,161.5 million for the three months ended September 30, 2016 and 2015, respectively, and $6,685.9 million and $7,118.2 million for the nine months ended September 30, 2016 and 2015, respectively.

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EXPRESS SCRIPTS HOLDING COMPANY

Unaudited Consolidated Balance Sheet

 

		September 30,				December 31,
(in millions)		2016				2015
Assets
Current assets:
Cash and cash equivalents		$	2,304.7			$	3,186.3
Receivables, net			6,967.0				6,721.3
Inventories			1,677.4				2,023.1
Prepaid expenses and other current assets			173.9				128.8
Total current assets			11,123.0				12,059.5
Property and equipment, net			1,255.5				1,291.3
Goodwill			29,278.3				29,277.3
Other intangible assets, net			9,099.1				10,469.7
Other assets			153.4				145.5
Total assets		$	50,909.3			$	53,243.3
Liabilities and stockholders’ equity
Current liabilities:
Claims and rebates payable		$	8,717.1			$	9,397.7
Accounts payable			3,791.1				3,451.8
Accrued expenses			2,286.3				2,659.4
Current maturities of long-term debt			1,184.0				1,646.4
Total current liabilities			15,978.5				17,155.3
Long-term debt			14,924.5				13,946.3
Deferred taxes			3,734.8				4,069.8
Other liabilities			662.5				691.4
Total liabilities			35,300.3				35,862.8
Stockholders’ equity:
Preferred stock, 15.0 shares authorized, $0.01 par value per share; no shares issued and outstanding			—				—
Common stock, 2,985.0 shares authorized, $0.01 par value; shares issued: 856.8 and 854.5, respectively; shares outstanding: 616.6 and 676.9, respectively			8.6				8.5
Additional paid-in capital			23,175.7				22,204.7
Accumulated other comprehensive loss			(9.6	)			(14.0	)
Retained earnings			10,366.5				8,396.8
			33,541.2				30,596.0
Common stock in treasury at cost, 240.2 and 177.6 shares, respectively			(17,940.9	)			(13,223.2	)
Total Express Scripts stockholders’ equity			15,600.3				17,372.8
Non-controlling interest			8.7				7.7
Total stockholders’ equity			15,609.0				17,380.5
Total liabilities and stockholders’ equity		$	50,909.3			$	53,243.3

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EXPRESS SCRIPTS HOLDING COMPANY

Unaudited Consolidated Statement of Cash Flows

 

		Nine Months Ended September 30,
(in millions)		2016				2015
Cash flows from operating activities:
Net income		$	1,987.8			$	1,720.6
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			1,611.2				1,727.7
Deferred income taxes			(334.0	)			(270.5	)
Employee stock-based compensation expense			81.9				86.8
Other, net			(19.1	)			(45.3	)
Changes in operating assets and liabilities:
Accounts receivable			(270.7	)			(1,468.7	)
Inventories			345.7				382.7
Other current and noncurrent assets			(43.5	)			(139.7	)
Claims and rebates payable			(680.7	)			250.4
Accounts payable			348.0				172.2
Accrued expenses			(327.4	)			(425.0	)
Other current and noncurrent liabilities			(28.7	)			(16.9	)
Net cash flows provided by operating activities			2,670.5				1,974.3
Cash flows from investing activities:
Purchases of property and equipment			(237.6	)			(177.1	)
Other, net			(7.6	)			19.2
Net cash used in investing activities			(245.2	)			(157.9	)
Cash flows from financing activities:
Proceeds from long-term debt, net of discounts			5,986.8				5,500.0
Repayment of long-term debt			(5,395.0	)			(3,353.3	)
Treasury stock acquired			(3,892.7	)			(5,500.0	)
Net proceeds from employee stock plans			56.0				155.0
Excess tax benefit relating to employee stock-based compensation			11.1				53.0
Other, net			(75.7	)			(58.8	)
Net cash used in financing activities			(3,309.5	)			(3,204.1	)
Effect of foreign currency translation adjustment			2.6				(6.7	)
Net decrease in cash and cash equivalents			(881.6	)			(1,394.4	)
Cash and cash equivalents at beginning of period			3,186.3				1,832.6
Cash and cash equivalents at end of period		$	2,304.7			$	438.2

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Table 1

Express Scripts Holding Company Unaudited Consolidated Selected Information

(in millions)

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2016				2015				2016				2015
Claims Volume
Network			217.0				232.8				664.3				680.1
Home delivery and specialty (1)			30.0				30.0				89.8				90.4
Total claims			247.0				262.8				754.1				770.5
Adjusted network			224.5				240.8				688.6				692.8
Adjusted home delivery and specialty			87.7				87.5				262.4				264.3
Total adjusted claims(2)			312.2				328.3				951.0				957.1
Depreciation and Amortization (D&A):
Revenue amortization(3)		$	55.4			$	23.8			$	145.1			$	71.4
Cost of revenues depreciation			27.5				25.2				85.5				101.7
Selling, general and administrative depreciation			46.5				124.8				155.0				327.7
Selling, general and administrative amortization(3)			408.3				409.0				1,225.6				1,226.9
Total D&A		$	537.7			$	582.8			$	1,611.2			$	1,727.7
Generic Fill Rate*
Network			86.0	%			85.1	%			86.1	%			85.2	%
Home delivery			81.3	%			80.3	%			80.6	%			79.6	%
Overall			85.4	%			84.5	%			85.4	%			84.5	%

Note: See Appendix for Footnotes

 

*

The home delivery generic fill rate is currently lower than the network generic fill rate as fewer generic substitutions are available among maintenance medications (e.g., therapies for chronic conditions) commonly dispensed from home delivery pharmacies compared to acute medications, which are primarily dispensed by pharmacies in our retail networks.

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Table 2

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

Provided below are reconciliations of Adjusted gross profit and Adjusted selling, general and administrative expenses, which are non-GAAP measures, to Gross profit and Selling, general and administrative expenses, respectively, which are the most directly comparable measures calculated in accordance with U.S. generally accepted accounting principles (“GAAP”).

(in millions)

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2016				2015				2016				2015
Gross profit, as reported		$	2,274.1			$	2,173.5			$	6,282.3			$	6,138.7
Amortization of intangible assets (3)			55.4				23.8				145.1				71.4
Transaction and integration costs (4)			—				45.2				—				140.6
Adjusted gross profit		$	2,329.5			$	2,242.5			$	6,427.4			$	6,350.7
Selling, general and administrative, as reported		$	858.1			$	1,007.3			$	2,669.2			$	3,013.2
Amortization of intangible assets (3)			408.3				409.0				1,225.6				1,226.9
Transaction and integration costs (4)			—				68.2				—				197.2
Legal settlement (5)			—				—				—				60.0
Adjusted selling, general and administrative		$	449.8			$	530.1			$	1,443.6			$	1,529.1

Note: See Appendix for Footnotes

Adjusted gross profit and adjusted selling, general and administrative expenses are non-GAAP financial measures and should be considered in addition to, but not as a substitute for, or superior to, financial measures prepared in accordance with GAAP. Management believes that adjusted gross profit and adjusted selling, general and administrative expenses, considered along with the corresponding GAAP measures, provide management and investors with additional information about the impact of certain non-operating expenses which is useful for comparison of our gross profit and selling, general and administrative expenses to those of other companies. Management also believes that these measures are useful in assessing period-to-period performance trends.

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Table 3

Express Scripts Holding Company Unaudited EBITDA and Adjusted EBITDA Reconciliation

(in millions, except per claim data)

Provided below is a reconciliation of EBITDA and Adjusted EBITDA attributable to Express Scripts to net income attributable to Express Scripts. The Company believes net income is the most directly comparable measure under GAAP.

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2016				2015				2016				2015
Net income attributable to Express Scripts, as reported		$	722.9			$	661.7			$	1,969.7			$	1,702.9
Provision for income taxes (6)			422.4				378.2				1,103.9				1,046.9
Depreciation and amortization (3)*			537.7				582.8				1,611.2				1,727.7
Other expense, net			265.1				120.6				521.4				358.0
EBITDA attributable to Express Scripts, as reported			1,948.1				1,743.3				5,206.2				4,835.5
Adjustments to EBITDA
Transaction and integration costs (4)*			—				65.0				—				219.4
Legal settlement (5)			—				—				—				60.0
EBITDA/Adjusted EBITDA attributable to Express Scripts		$	1,948.1			$	1,808.3			$	5,206.2			$	5,114.9
Total adjusted claims(2)			312.2				328.3				951.0				957.1
EBITDA/Adjusted EBITDA attributable to Express Scripts, per adjusted claim		$	6.24			$	5.51			$	5.47			$	5.34

Note: See Appendix for Footnotes

EBITDA and adjusted EBITDA are non-GAAP financial measures and should be considered in addition to, but not as a substitute for, or superior to, financial measures prepared in accordance with GAAP. EBITDA is a widely accepted indicator of a company’s ability to service indebtedness and is frequently used to evaluate a company’s performance. Adjusted EBITDA is EBITDA excluding transaction and integration costs and a legal settlement as these charges are not considered an indicator of ongoing company performance. Management believes that EBITDA and Adjusted EBITDA, considered along with the corresponding GAAP measure, provide management and investors with useful information about the earnings impact of certain non-operating expenses which is useful for comparison of our earnings to those of other companies. We believe that these measures are also useful in assessing period-to-period performance trends. In addition, our definition and calculation of EBITDA and Adjusted EBITDA may not be comparable to that used by other companies.

EBITDA per adjusted claim and Adjusted EBITDA per adjusted claim are calculated by dividing EBITDA and Adjusted EBITDA, as applicable, by the adjusted claim volume for the period. This measure is used as an indicator of EBITDA and Adjusted EBITDA, as applicable, performance on a per unit basis. EBITDA and Adjusted EBITDA, as applicable, and, as a result, EBITDA and Adjusted EBITDA, as applicable, per adjusted claim, are each affected by the changes in claims volume between retail and home delivery and the relative representation of brand-name, generic and specialty pharmacy drugs, as well as the level of efficiency in the business.

 

*

Depreciation and amortization for the three and nine months ended September 30, 2015 presented above includes $48.4 million and $118.4 million, respectively, of depreciation related to the integration of Medco Health Solutions, Inc. (“Medco”) which is not included in transaction and integration costs.

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Table 4

Express Scripts Holding Company Unaudited Adjusted Diluted EPS Reconciliation

Provided below is a reconciliation of Adjusted diluted EPS attributable to Express Scripts, which is a non-GAAP measure, to Diluted EPS attributable to Express Scripts, which is its most directly comparable measure calculated in accordance with GAAP.

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2016				2015				2016				2015
		(per diluted share)
Diluted EPS attributable to Express Scripts, as reported		$	1.15			$	0.97			$	3.09			$	2.43
Excluding items indicated:
Transaction and integration costs (4)			—				0.10				—				0.30
Legal settlement (5)			—				—				—				0.05
Debt redemption costs (7)			0.12				—				0.13				0.01
Discrete tax items (6)			—				(0.02	)			(0.05	)			0.02
Amortization of intangible assets (3)			0.47				0.40				1.35				1.16
Diluted EPS attributable to Express Scripts, adjusted		$	1.74			$	1.45			$	4.52			$	3.97

Note: See Appendix for Footnotes

Adjusted diluted EPS attributable to Express Scripts is a non-GAAP financial measure and should be considered in addition to, but not as a substitute for, or superior to, financial measures prepared in accordance with GAAP. Management believes that adjusted diluted EPS attributable to Express Scripts, considered along with the corresponding GAAP measure, provides management and investors with useful information about the earnings impact of certain non-operating expenses which is useful for comparison of our earnings to those of other companies. We believe that these measures are also useful in assessing period-to-period performance trends.

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Table 5

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

Provided below are reconciliations of Income before income taxes attributable to Express Scripts, as adjusted, and Adjusted net income attributable to Express Scripts, which are non-GAAP measures, to Income before income taxes, which is the most directly comparable measure calculated in accordance with GAAP.

(in millions)

 

		Three Months Ended September 30, 2016												Nine Months Ended September 30, 2016
		Income before income taxes				Provision for income taxes				Effective income tax rate				Income before income taxes				Provision for income taxes				Effective income tax rate
Income before income taxes, as reported		$	1,150.9			$	422.4							$	3,091.7			$	1,103.9
Net income attributable to non-controlling interest			(5.6	)			—								(18.1	)			—
Income before income taxes attributable to Express Scripts			1,145.3				422.4				36.9	%			3,073.6				1,103.9				35.9	%
Excluding items indicated:
Debt redemption costs (7)			125.9				46.7								135.6				50.3
Discrete tax items(6)			—				2.2								—				35.7
Amortization of intangible assets(3)			463.7				172.0								1,370.7				508.3
Income before income taxes attributable to Express Scripts, as adjusted		$	1,734.9			$	643.3				37.1	%		$	4,579.9			$	1,698.2				37.1	%
Adjusted net income attributable to Express Scripts*		$	1,091.6											$	2,881.7

Note: See Appendix for Footnotes                      

Adjusted net income attributable to Express Scripts is a non-GAAP financial measure and should be considered in addition to, but not as a substitute for, or superior to, financial measures prepared in accordance with GAAP. Management believes that adjusted net income attributable to Express Scripts, considered along with the corresponding GAAP measure, provides management and investors with useful information about the earnings impact of certain non-operating expenses which is useful for comparison of our earnings to those of other companies. We believe that these measures are also useful in assessing period-to-period performance trends.

 

*	Adjusted net income attributable to Express Scripts is income before income taxes attributable to Express Scripts, as adjusted, excluding provision for income taxes of $643.3 million and $1,698.2 million for the three and nine months ended September 30, 2016, respectively.

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Table 5A

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

Provided below are reconciliations of Income before income taxes attributable to Express Scripts, as adjusted, and Adjusted net income attributable to Express Scripts, which are non-GAAP measures, to Income before income taxes, which is the most directly comparable measure calculated in accordance with GAAP.

(in millions)

 

		Three Months Ended September 30, 2015												Nine Months Ended September 30, 2015
		Income before income taxes				Provision for income taxes				Effective income tax rate				Income before income taxes				Provision for income taxes				Effective income tax rate
Income before income taxes, as reported		$	1,045.6			$	378.2							$	2,767.5			$	1,046.9
Net income attributable to non-controlling interest			(5.7	)			—								(17.7	)			—
Income before income taxes attributable to Express Scripts			1,039.9				378.2				36.4	%			2,749.8				1,046.9				38.1	%
Excluding items indicated:
Transaction and integration costs(4)			113.4				42.6								337.8				127.0
Legal Settlement(5)			—				—								60.0				22.5
Debt redemption costs (7)			—				—								9.2				3.5
Discrete tax items(6)			—				12.7								—				(13.0	)
Amortization of intangible assets(3)			432.8				162.8								1,298.3				488.2
Income before income taxes attributable to Express Scripts, as adjusted		$	1,586.1			$	596.3				37.6	%		$	4,455.1			$	1,675.1				37.6	%
Adjusted net income attributable to Express Scripts		$	989.8											$	2,780.0

Note: See Appendix for Footnotes                      

Adjusted net income attributable to Express Scripts is a non-GAAP financial measure and should be considered in addition to, but not as a substitute for, or superior to, financial measures prepared in accordance with GAAP. Management believes that adjusted net income attributable to Express Scripts, considered along with the corresponding GAAP measure, provides management and investors with useful information about the earnings impact of certain non-operating expenses which is useful for comparison of our earnings to those of other companies. We believe that these measures are also useful in assessing period-to-period performance trends.

 

*	Adjusted net income attributable to Express Scripts is income before income taxes attributable to Express Scripts, as adjusted, excluding provision for income taxes of $596.3 million and $1,675.1 million for the three and nine months ended September 30, 2015, respectively.

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Table 6

Express Scripts Holding Company Unaudited 2016 Guidance Information

 

		Estimated Year Ending December 31, 2016		Estimated Year Ending December 31, 2016
(in millions, except per share and per claim data)		Current Guidance		Previous Guidance
Diluted EPS attributable to Express Scripts*		$4.47 to $4.53		$4.45 to $4.55
Year over year growth		26%-27%		25%-28%
Adjusted Diluted EPS attributable to Express Scripts**		$6.36 to $6.42		$6.33 to $6.43
Year over year growth		15%-16%		14%-16%
Total adjusted claims		1,265 to 1,280		1,260 to 1,290
Selling, general and administrative		$3,535 to $3,605		$3,520 to $3,640
Adjusted selling, general and administrative***		$1,905 to $1,965		$1,905 to $1,985
Operating income		$5,105 to $5,180		$5,135 to $5,250
EBITDA attributable to Express Scripts****		$7,230 to $7,330		$7,230 to $7,430
Diluted weighted average shares outstanding during the period		630 to 635		632 to 640
Net cash flow provided by operating activities		$4,600 to $5,100		$4,600 to $5,100
		Estimated Three Months Ending  December 31, 2016
(in millions, except per share and per claim data)		Current Guidance
Diluted EPS attributable to Express Scripts*		$1.38 to $1.44
Year over year growth		22%-27%
Adjusted Diluted EPS attributable to Express Scripts**		$1.84 to $1.90
Year over year growth		18%-22%
Total adjusted claims		314 to 329

 

*

Diluted EPS attributable to Express Scripts excludes the impact of future discrete tax items which cannot be forecast without unreasonable effort, and accordingly, the Company is unable to provide the probable significance of the unavailable information. When the Company reports results of operations for subsequent periods, Diluted EPS attributable to Express Scripts is expected to reflect the impact of realized discrete tax items which is not included in current guidance. Estimated 2016 Diluted EPS attributable to Express Scripts reflects the impact from discrete tax benefits per diluted share of $0.05 realized during the nine months ended September 30, 2016 (See Table 4).

**

Adjusted Diluted EPS attributable to Express Scripts excludes adjustments for future discrete tax items and certain other income and expenses associated with the operation of the business. These GAAP items cannot be reasonably estimated due to the inherent difficulty of forecasting the timing and amount of reconciling items, including discrete tax items, that would impact diluted earnings per share, the most directly comparable forward-looking GAAP financial measure, and accordingly, the Company is unable to provide the probable significance of the unavailable information. Estimated 2016 Adjusted Diluted EPS attributable to Express Scripts excludes amortization of intangible assets per diluted share of approximately $1.81. Estimated three months ending December 31, 2016 Adjusted Diluted EPS attributable to Express Scripts excludes amortization of intangible assets per diluted share of approximately $0.46.

***	Estimated 2016 Adjusted selling, general and administrative is selling, general and administrative as reported under GAAP, excluding amortization of intangible assets in the range of $1,630 million to $1,640 million.

****

The Company is unable to reasonably estimate the GAAP items not included in EBITDA attributable to Express Scripts and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of reconciling items, including discrete tax items, that would impact net income, the most directly comparable GAAP financial measure, and accordingly, the Company is unable to provide the probable significance of the unavailable information. As such, the Company is unable to provide a reconciliation to Net Income, which is the most directly comparable GAAP measure, and therefore, is providing instead a reconciliation to Operating Income. Estimated 2016 EBITDA attributable to Express Scripts is estimated 2016 Operating Income excluding depreciation and amortization in the range of $315 million to $335 million, selling, general and administrative amortization of intangible assets in the range of $1,630 million to $1,640 million and revenue amortization of intangible assets of approximately $200 million and including net income attributable to non-controlling interest of $20 million to $25 million.

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Appendix

Footnotes

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

(2) Total adjusted claims (a) includes an adjustment to certain network claims to reflect an approximate 30-day equivalent fill and (b) reflects home delivery claims multiplied by 3, as home delivery claims typically cover a time period 3 times longer than network claims.

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

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

Revenue amortization is related to the customer contract with Anthem which commenced upon closing of the NextRx acquisition in 2009. Amortization of intangibles that arises in connection with consideration given to a customer by a vendor is characterized as a reduction of revenues. Intangible amortization of $55.4 million ($34.9 million net of tax) and $23.8 million ($14.9 million net of tax) is included as a reduction to revenue for the three months ended September 30, 2016 and 2015, respectively. Intangible amortization of $145.1 million ($91.3 million net of tax) and $71.4 million ($44.6 million net of tax) is included as a reduction to revenue for the nine months ended September 30, 2016 and 2015, respectively. The Company’s 10-year agreement with Anthem under which we provide pharmacy benefit management services to Anthem and its designated affiliates was previously amortized using a modified pattern of benefit method over an estimated useful life of 15 years. Beginning in March 2016, we began amortizing our agreement with Anthem over the remaining term of the contract (i.e., using a modified pattern of benefit over an estimated useful life of 10 years from the time the agreement was executed in 2009), which resulted in an additional $31.7 million of revenue amortization recognized for the three months ended September 30, 2016 and $73.9 million of revenue amortization recognized for the nine months ended September 30, 2016.

Other legacy ESI intangible amortization of $9.4 million ($5.9 million net of tax) and $9.5 million ($5.8 million net of tax) for the three months ended September 30, 2016 and 2015, respectively, is included in selling, general and administrative expense. Other legacy ESI intangible amortization of $28.3 million ($17.8 million net of tax) and $28.3 million ($17.6 million net of tax) for the nine months ended September 30, 2016 and 2015, respectively, is included in selling, general and administrative expense.

Amortization of intangible assets related to the acquisition of Medco of $398.9 million ($250.9 million net of tax) and $399.5 million ($249.3 million net of tax) for the three months ended September 30, 2016 and 2015, respectively, is included in selling, general and administrative expense. Amortization of intangible assets related to the acquisition of Medco of $1,197.3 million ($753.3 million net of tax) and $1,198.6 million ($747.9 million net of tax) for the nine months ended September 30, 2016 and 2015, respectively, is included in selling, general and administrative expense.

(4) Transaction and integration costs include those costs directly related to the acquisition of Medco.

Costs of $45.2 million ($28.2 million net of tax) are primarily composed of integration-related activities, and are included in gross profit for the three months ended September 30, 2015. Costs of $140.6 million ($87.7 million net of tax) are primarily composed of integration-related activities, and are included in gross profit for the nine months ended September 30, 2015.    

Costs of $68.2 million ($42.6 million net of tax) are primarily composed of professional fees, integration-related activities and severance costs, and are included in selling, general and administrative expense for the three months ended September 30, 2015. Costs of $197.2 million ($123.1 million net of tax) are primarily composed of professional fees, integration-related activities and severance costs, and are included in selling, general and administrative expense for the nine months ended September 30, 2015.

(5) Charge related to a legal settlement of $60.0 million ($37.5 million net of tax) is included in selling, general and administrative expense for the nine months ended September 30, 2015.

(6) Provision for income taxes includes discrete tax benefits of $2.2 million and $35.7 million for the three and nine months ended September 30, 2016, respectively, and discrete tax benefits of $12.7 million and discrete tax charges of $13.0 million for the three and nine months ended September 30 2015, respectively. The 2016 net discrete tax benefits and 2015 net discrete tax charges relate primarily to changes in unrecognized tax benefits.

(7) Debt redemption costs, which include write-off of discounts, premiums , deferred financing costs, and other costs incurred for the early redemption of senior notes, totaled $125.9 million ($79.2 million net of tax) and $135.6 million ($85.3 million net of tax) and are included in interest expense for the three and nine months ended September 30, 2016, respectively. Debt redemption costs, which include write-off of deferred financing fees incurred for the early repayment of the 2011 term loan, totaled $9.2 million ($5.7 million net of tax) and are included in interest expense for the nine months ended September 30, 2015.

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