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Form 8-K Express Scripts Holding For: Dec 14

December 14, 2016 7:18 AM EST

 

 

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): December 14, 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):

 

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

 

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

 

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

 

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

 

 

 


Item 7.01 Regulation FD Disclosure

On December 14, 2016, Express Scripts Holding Company (the “Company”) issued a press release with respect to guidance for fiscal year 2017 and fiscal year 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, including the accompanying Exhibit 99.1, is being furnished pursuant to 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, 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 December 14, 2016.


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: December 14, 2016     By:  

/s/ Martin P. Akins

      Martin P. Akins
      Senior Vice President and General Counsel


EXHIBIT INDEX

 

Exhibit 99.1    Press Release, dated December 14, 2016.

Exhibit 99.1

 

LOGO

Contact:

Eric Slusser, Chief Financial Officer    

Ben Bier, Vice President Investor Relations    

(314) 810-3115

[email protected]

Express Scripts Holding Company Announces 2017 Financial Guidance

ST. LOUIS, December 14, 2016—Express Scripts Holding Company (Nasdaq: ESRX) anticipates achieving adjusted earnings per diluted share1 for 2017 in the range of $6.82 to $7.02, representing growth of 7% to 10% from the midpoint of our 2016 adjusted EPS guidance range.

“Our value proposition is clear; our opportunities to help patients and payers contain healthcare costs and improve clinical outcomes have never been greater,” said Tim Wentworth, CEO and President. “As we continue to evolve our technological capabilities, expand the reach of our pharmacies, and enhance our patient experience, we believe we are well positioned to grow as a unique market force creating value and driving out waste in healthcare.”

To better reflect utilization patterns that have developed over time as we align our products and offerings to deliver greater value through both the retail and home delivery channels, the Company is revising its methodology for reporting network claims for its 2017 financial guidance and for reporting periods beginning with the year ending December 31, 2016. Specifically, the revised methodology includes an adjustment to reflect non-specialty network claims filled through our 90-day network programs. These claims are now multiplied by three, as these claims, on average, typically cover a time period three times longer than other network claims. Home delivery claims will continue to be multiplied by three, consistent with prior practice. Solely as the direct result of the revised methodology, the Company is updating its previously issued 2016 total adjusted claims guidance from a range of 1,265 million to 1,280 million to a range of 1,400 million to 1,415 million.

 

1  Throughout this press release, “earnings per diluted share” and “EPS” refer to earnings per diluted share attributable to Express Scripts, excluding non-controlling interest representing the share allocated to members of our consolidated affiliates.


     Estimated Guidance Ranges

(in millions, except per share data)

   Year Ending December 31, 2017

Adjusted earnings per diluted share1

   $6.82 to $7.02

Total adjusted claims

   1,375 to 1,4252

EBITDA1,3

   $7,310 to $7,510

Diluted weighted average shares outstanding during the period

   580 to 600

Cash flow from operations

   $4,700 to $5,200

 

1 See “Supplemental Information Regarding Non-GAAP Financial Measures” below for a discussion of the non-GAAP financial measures included in this press release.
2 Range reflects the Company’s new claims reporting methodology described above.
3  “EBITDA” is earnings before income taxes, depreciation and amortization and other expense and is presented throughout this press release as attributable to Express Scripts, excluding non-controlling interest representing the share allocated to members of our consolidated affiliates.

The Company updates its previously issued 2016 EPS guidance from a range of $4.47 to $4.53 to a range of $5.28 to $5.34, driven by the previously disclosed impact from discrete tax benefits per diluted share of $0.81 related to the disposition of PolyMedica Corporation (Liberty). The Company reaffirms its previously issued 2016 full year adjusted EPS guidance range of $6.36 to $6.42 and EBITDA guidance range of $7,230 million to $7,330 million.

About Express Scripts

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

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

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


Supplemental Information Regarding Non-GAAP Financial Measures

The following provides supplemental information regarding the non-GAAP financial measures presented herein, including the reconciliation of such measures to the most directly comparable financial measures calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). Adjusted EPS and EBITDA are non-GAAP financial measures presented herein, are not calculated or presented in accordance with GAAP, and should be considered in addition to, but not as a substitute for, or superior to, financial measures prepared in accordance with GAAP. These non-GAAP financial measures are determined by excluding certain amounts, expenses, income or other impacts, including the impact of discrete tax items, from the corresponding financial measures determined in accordance with GAAP.

Due to the inherent difficulty of forecasting the timing and amount of certain items that would impact EPS and net income, including discrete tax items, the Company is unable to reasonably estimate the related impact of such items to EPS and net income, the GAAP financial measures most directly comparable to adjusted EPS and EBITDA, respectively. Accordingly, the Company is unable to provide a reconciliation of either adjusted EPS to EPS or EBITDA to net income. For the same reasons, the Company is unable to address the probable significance of the unavailable information, which could have a significant impact on the Company’s full-year 2017 GAAP financial results. In 2017, amortization of intangible assets is expected to be approximately $1.54 per share.

Safe Harbor Statement

This press release contains forward-looking statements, including, but not limited to, our 2016 and 2017 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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