Express Scripts Holding Company (ESRX) The Henry Fund Stock Rating
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Express Scripts Holding Company (ESRX) The Henry Fund Stock Rating
The Henry Fund Henry B. Tippie School of Management Charles Schaller [[email protected]] April 10th, 2016 Express Scripts Holding Company (ESRX) Stock Rating Healthcare – Pharmacy Benefits Management Investment Thesis Target Price Henry Fund DCF Henry Fund DDM Relative Multiple Price Data Current Price 52wk Range Consensus 1yr Target Key Statistics Market Cap (B) Shares Outstanding (M) Institutional Ownership Five Year Beta Dividend Yield Est. 5yr Revenue Growth Price/Earnings (TTM) Price/Earnings (FY1) Price/Sales (TTM) Price/Book (mrq) Profitability Operating Margin Profit Margin Return on Assets (TTM) Return on Equity (TTM) We issue a HOLD recommendation for Express Scripts Holding company, a St. Louis based Pharmaceutical Benefits Management company. Mergers and Acquisitions have been the largest source of revenue growth within the PBM industry and we believe that there are no more sizeable candidates for M&A. This, paired with slow demand growth, significantly hinders future growth potential. Drivers of Thesis Highly Concentrated Industry. Revenue growth in the industry has been strongly tied to Mergers and Acquisitions. Due to M&A the number of PBM companies has shrunk from 93 to 56 since 2006 with the top 3 companies owning nearly 80% of the market share. ESRX is the largest PBM but there are few candidates for further M&A. Muted revenue growth of 2% over the next 5 years is likely, due to fewer patent expirations and the recent rise of “Blockbuster Drugs” which command a high price and earn very low profits for PBM’s. Relatively thin profit margins (3%) combined with demand factors that are largely out of control make dramatic income growth unlikely. Lack of diversification of product and service offerings compared to peers. Risks to Thesis An (unlikely) merger with one of ESRX’s 2 large competitors (CVS Caremark or UnitedHealth Group) would lead to massive market share and significantly increased bargaining power with drug companies. This would be a very favorable development for ESRX and likely lead to higher margins and doubled revenues. Hold $70-75 $73.02 $63.29 $62.02 $70.09 $65.55 – 94.61 $82.85 $44.35 632.8 98.10% 1.01 0% 6.98% 19.7 11.1 0.5 2.7 10.79% 2.43% 4.65% 14.25% Congressional action to dramatically shorten the patent lives of high priced drugs. A government created patent cliff would greatly benefit ESRX as it would lead to widespread release of generic drugs, which are highly profitable to PBM’s Earnings Estimates Year EPS growth 2013 $2.45 49.39% 2014 $2.76 12.68% 2015 $3.66 32.32% 2016E $3.98 8.68% 2017E $4.56 14.68% 2018E $4.86 6.56% Data Source: FactSet 12 Month Performance ESRX 25% Company Description S&P 500 Express Scripts is a St. Louis based Pharmacy Benefits Management company. Express Scripts works as a third party administrator of prescription drug programs. They are responsible for negotiating discounted drug rates, processing and paying prescription drug claims. Founded in 1986, Express Scripts has grown through mergers and acquisitions to become the largest PBM in the country by revenue. 15% 5% -5% -15% -25% A M J J A S O N D J F M A Data Source: FactSet Important disclosures appear on the last page of this report. 2. Creating formularies of preferred medicines, offering tiered prices based on negotiating discounts. 3. Establishing networks with pharmacies for drug dispensing. 4. Developing automated processes for determining eligibility at point of sale. 5. Providing mail order drug services.2 EXECUTIVE SUMMARY We give a hold recommendation for Express Scripts Holding Company. The Pharmacy Benefits Management (PBM) industry is heavily concentrated. Demand is largely dictated by the number of prescriptions written by Doctors, which is forecasted to slow to 2% growth in the next 5 years. PBM’s can boost profitability through negotiating lower drug prices with drug manufacturers but with profit margins as thin as 3% it will not make enough of a difference to offset the slow-down in demand. Over the last 10 years. the most significant revenue growth has happened through Mergers and Acquisitions. As a result the number of PBM’s in the US has shrunk from 93 in 2006 to 56 in 2015. This has left 3 companies owning nearly 80% of the market share.1 With few profitable potential mergers remaining and facing slow prescription growth Express Scripts finds itself with no clear ways to increase revenues. Express Scripts will likely continue to see over $100 billion in yearly revenue and remain the largest PBM in the nation. However in light of their future growth reality we believe that the stock is fairly valued at $70. Thus, we issue a hold. PBM’s generate revenue through membership fees they collect from their customer contracts. Their profitability is dependent on the number of contracts they are able to generate and maintain as well as the margins they are able to sustain between their negotiated price with drug manufacturers and the price they ultimately charge the customer for the medication. As a result of this client retention is an important issue for PBM’s. This issue is further compounded by the fact that every year Express Scripts must renegotiate contracts with about one-third of its customer base. PBM companies set extremely high customer retention goals. A retention goal of 97% would not be uncommon for a major PBM. PBM’s rarely manage plans for individual clients, but rather manage thousands of large client groups including: Insurance Carriers Employers Third-Party Administrators Public Sector Employees Workers Comp Union-Sponsored Benefit Plans Managed Care Organizations.3 Pharmacy Benefit Management Industry Pharmacy Benefit Managers (PBM’s) are companies that manage prescription drug benefits for over 200 million insured Americans. They use their size and access to tens of millions of clients as leverage in negotiating reduced rates and rebates on drug prices from drug manufacturers. While PBM’s tend to perform similar services there is not a typical structure for a PBM. Some companies (Such as Express Scripts) focus exclusively on the pricing and delivery of prescription drugs. Other companies (such as CVS Caremark and UnitedHealth Group) function as the PBM wings of a larger healthcare company. Additionally some smaller PBM’s specialize on offering services at multiple levels of the prescription drug supply chain In general, PBM’s create value for their customers in 5 ways: 1. Negotiating drug prices with drug manufacturers for discounts or rebates on behalf of their customers. PBM’s are shown to be a very effective means of lowering drug costs. In a study commissioned by the PCMA it was found that PBM’s can reduce prescription drug plan costs by about 35% on average for a PBM member.4 COMPANY DESCRIPTION St. Louis based Express Scripts is the nation’s largest pharmacy benefit management company. Express Scripts provides a wide variety of pharmacy benefit related services, including claims processing, home delivery, specialty benefit management, benefit-design consultation, drug utilizations review, formulary management and medical & drug data analysis services.5 Page 2 Unlike many of their competitors who are diversified in their service offerings across the healthcare industry, Express Scripts works exclusively in the PBM space. computer and payment services and drug counseling plans. 2015 Revenue by Product Line Company Analysis: Network Key Statistics6: Home Delivery 26,000 employees 3,500 client groups 1.3 Billion Prescriptions filled annually 82.9% generic dispensing ratio $101.7 Billion in revenue for 2015 Other Service As a PBM Express Scripts earns nearly all of their revenue through three means: Monthly membership fees: These fees are charged to their client groups (usually a company or organization’s healthcare plan) in exchange for drug price benefits. Most clients receive PBM benefits through their health insurance provider, who in turn outsource the role to Express Scripts. As such many of Express Scripts tens of millions of customers may not even know they are Express Scripts customers. Prescription drug price spread. The key role of a PBM from the customer perspective is their ability to negotiate discounted prices on prescription drugs. PBM’s negotiate a lower price on the drugs with the drug company and then structure a tiered lists of drugs, separated by price scales, which is called a formulary. When an Express Scripts customer goes to a pharmacy to fill a prescription they pay a co-pay and Express Scripts covers the rest of the charge (although the client actually pays a good deal more when you factor in their annual PBM membership fee). The amount that a PBM pays the pharmacy is based on a pre-determined pricing agreement with the drug manufacturers. Therefore the profitability of a PBM is negotiating good enough discounts so that they can offer the drugs at a lower price point, plus a profit margin for themselves and still be perceived as offering enough value to their customers to continue receiving their business. Service / Other revenues: In addition to the two previously mentioned revenue sources Express Scripts brings in a small amount of revenue (about 2-3%) through PBM services. These include point of sale devices, Data Source: ESRX 2015 10K Express Scripts delivers drugs to their clients in two ways, pharmacies and mail-order shipping: Pharmacies have long been the standard means of dispensing drugs to prescription holders. PBM’s have a complex and somewhat contentious relationship with pharmacies. After all, in an idea world, if the PBM’s do their job well the drug companies sell more drugs, the customers save money on prescriptions and the PBM makes a profit. In the midst of this is the Pharmacy, who functions as a middle man between the drug companies and the customers. Pharmacies purchase the drugs from the drug companies which they sell to the customer through the intermediary of the PBM. They sell the drugs at a predetermined price (plus their service fee), however they have no say over the predetermined price. We forecast that Pharmacy revenues as a % of sales will drop by about 3% each year, reaching 40% by 2020 ( $44,143 B). Pharmacies are obviously a crucial part of the prescription drugs supply chain, but they are also the most expensive means of getting the drugs to the end user. PBM’s invest large amounts of money in payment systems, insurance validation, consultation and benefit management services, not to mention the pharmacy fees they pay through doing business with the pharmacy. In recent years a new development has presented a more attractive delivery option, PBM run mail-order shipping. Mail-Order Shipping. PBM’s have seen a significant growth in business conducted through mail-order shipping. If a customer is on a long-term medication (such as Albuterol for Asthma or Omeprazole for Acid Reflux), PBM’s can offer a bulk subscription delivery service for their prescription drugs. Page 3 The reason they are able to offer these details is the increased scale it brings. A customer is much more likely to forget to fill a prescription if they have to get it renewed, drive to the pharmacy and fill it. Express Scripts maintains relationships with Doctors’ offices, requesting and obtaining continued prescription renewals in certain cases. This is a much more financially advantageous situation for a PBM to be in, and as such we have seen consistent growth in their Home Delivery revenue stream. Just 5 years ago Home Delivery made up less than onethird of Express Scripts total revenue. We forecast that by 2020 it will make up more than half of total revenue. 86% 3% 84% 3% 82% 2% 80% 2% 78% 1% 76% 1% 74% Profit Margin Generic Fill Rate Generic Fill Rate vs. Profit Margin This delivery method’s benefits are myriad. First of all they are able to simplify the supply chain by removing the overhead-heavy retail pharmacy from the equation. They are able to centralize all of their benefits management, payment and distribution to a few specific hubs located across the country. Additionally these services are offered at considerable discount (increasing perceived value) in exchange for purchasing in bulk. The previously mentioned customer can get 3 albuterol inhalers for $35 each instead of a single inhaler for $50 each. Express Scripts even offers free prescriptions for certain generics (again increasing perceived value). 0% 2012 2013 GFR 2014 2015 Profit Margin Data Source: ESRX 10K 2015 As seen on the previous chart profit margins seem to grow almost in tandem with Generic Fill Rate. Unfortunately for Express Scripts the chart also indicates that Generic Fill Rates are currently nearing 90% (meaning that 90% of prescriptions filled are generic) which begs the question many analysts are asking “how much more bigger and more profitable can Express Scripts really get?” Notable M&A’s Like the other major players in the PBM industry Express Scripts owes the majority of its major revenue growth to M&A activity. Notable Mergers and Acquisitions include:8 Generic Fill Rate Generic drugs are the key to profitability in the PBM industry. When a company’s drug patent expires, it is no longer possible for them to charge premium prices as competitors enter the market. Generic drug price points allow Express Scripts to offer them at a very low price (often $5 – $25) while still maintaining a healthy margin for themselves. This is not the case with high priced drugs, which are sometimes sold at extremely low margins or even a loss for the company. As such the Generic Fill Rate is an important statistic for PBM’s. This is the percentage of total prescriptions filled that were generic drugs. All other things being equal a PBM with a higher generic drug fill rate will be more profitable. Express Scripts Generic Fill Rate has climbed to the 85%7 in 2015 and with it profit margins have also risen. Page 4 1998: 12 year old company Express Scripts acquires ValueRX from Columbia/HCA Healthcare Group. 1999: Express Scripts purchases Diversified Pharmaceutical Services from SmithKline Beecham 2006: Express Scripts fails to purchase Caremark after CVS enters late-stage negotiations. This acquisition would lead to the creation of CVS Caremark, who would become one of Express Scripts biggest competitors. This was a significant loss for Express Scripts 2007: Express Scripts acquires ConnectYourCare, they would later divest in 2012 2009: Then the 3rd largest PBM in the country Express Scripts purchases the subsidiaries of Wellpoint for $4.6 Billion. 2012: In their largest deal to date Express Scripts acquires Medco Health Solutions for $2.9 Billion. This acquisition solidified Express Scripts’ position as largest PBM in the industry, a position they have now held for 4 years. Revenue vs COGS 120000 100000 80000 Sizeable Clients 60000 Express Scripts manages thousands of client groups of varying size. Notable among their clients are their contracts with Health Services company Anthem and the United States Department of Defense (DoD). These two clients collectively represented 29.4% and 25.9% of Express Scripts revenues during 2015 and 2014 respectively.9 Both of these contracts are up for renewal in 2019, which leaves a sizeable amount of future revenue uncertain. In December 2009 Express Scripts purchased 100% of the shares and equity interests of NetRx, a subsidiary of Anthem that provides PBM services. Express Scripts also entered into a 10 year contract with Anthem under which Express Scripts will provide PBM services for Anthem’s health services members. 40000 2011 2012 Revenue 2013 2014 2015 COGS Data Source: ESRX 10K 2015 Two things are visible in this chart: First, the significant growth that Express Scripts experienced through M&A in 2012, paired with the relatively leveling off in the M&A free years that followed. Second, the additional profit margin created by the additional growth. Notice the visible growth in the cap between revenue and COGS. This is attributable to the additional bargaining power gained through more customers as well as the growing Generic Fill Rate. RECENT DEVELOPMENTS A number of recent developments have significantly impacted the PBM industry. Major Clients as % of Revenue 2015 2010 – 2015 The Patent Price Cliff 16% Anthem 13% 71% Dept. of Defense Other Data Source: ESRX 10K 2015 Costs and Expenses Nearly all of Express Scripts’ costs are COGS. This makes sense as they are effectively the party paying the majority of the drug cost provided to their customers. A look at the chart below shows Revenue vs. COGS. The PBM industry saw historic revenues between 2010 and 2015. This was largely due to a large number of popular drug patents expiring in the same time period (known as a patent cliff). Traditional pharmaceutical patent lives run for 20 years and during that time the drugs can command a premium price. Upon the expiration of the patent the formula for the drug can be reproduced by other drug companies which all but eliminates the price premium. The new drugs (known as generics) are not nearly as profitable for the drug companies, however they are much more profitable for PBM’s. A flood of new generic drugs into the market led to a boom for PBM’s. The industry saw revenues more than double over 5 years, growing from 147 billion in 2010 to 365 billion in 2015. The potential to own a greater share of this growing revenue was a great impetus for mergers and acquisitions. Page 5 2014 -2015 – The Rise of “Blockbuster Drugs” A large portion of increased revenues (although not profits) in recent years is attributed to the rise of “Blockbuster drugs.” Some drug companies, specifically in the biotech, have begun to specialize on treatment of more obscure, chronic diseases that impact a smaller portion of the population. The result has been several highly successful drugs that have commanded extremely high price premiums. company which acquires another also acquires their full client roster, which drives up revenues. Rapid consolidation has shrunk the number of PBM’s in the United States by 40% (93 in 2006 to 56 in 2015).12 This trend is expected to continue, reducing the number of PBM’s to 35 by 2020.13 Number of PBM's Operating In US 100 80 A hot topic within the specialty drug world continues to be Hepatitis C medications. Only a few years ago treatment could take nearly a year and had a cure rate of only 50%. Now there is a nearly 100% cure rate in 8-12 weeks. Along with those better results come a much higher price tag.10 Specialty drugs pose a significant risk to PBM’s. First, because they command such a high price PBM’s tend to be unsuccessful at negotiating discounts and as a result specialty drugs are not very profitable for PBM’s. Additionally, they are expected to continue to increase as a percentage of healthcare spending. Specialty drug spending is projected to increase by 17-20% each year, accounting for 50% of plan budgets by 2018.11 One of the only bargaining pieces that PBM’s have in their specialty drug price negotiation is exclusion from their formulary. If a drug is excluded from a PBM’s formulary their customers will be forced to pay full price or use a competitor’s drug instead. Notably, Express Scripts has opted to exclude Gilead Science’s breakthrough Hepatitis C drugs (Harvoni and Sovaldi) from their formularies. 2015 - 2020 – Strong Patents, High Prices The patent cliff has largely ended for the foreseeable future. Industry wide 2015 – 2020 will be a period in which we do not see another wide-spread patent expiration event. As a result there will be fewer new generics entering the market, which will likely lead to slower revenue growth. 60 40 20 0 Historical Estimated Data Source: IbisWorld There are multiple reasons that Mergers and Acquisitions are attractive to PBM’s. First, they increase their bargaining power and as a result increase their profitability. The more client groups a PBM manages the more economy of scale they can offer drug manufacturers. Indeed, the size of their customer base is their biggest leverage in the negotiation of drug prices. Lower negotiated prices ensure a larger price spread which increases their profitability. Additionally, revenue growth is one of the only ways to significantly increase revenues during times of slow or stagnant product demand. PBM revenue is dependent on prescription drug demand, which in turn is tied to a large number of factors outside of the control of PBM’s. A strategic merger or acquisition could double revenues without having to attempt to woo client groups away from the competition. Extreme Consolidation As a result of widespread M&A the PBM industry has become very consolidated with three companies (Express Scripts, CVS Caremark and UnitedHealth) holding nearly ¾ of the market share. This industry reality has positives and negatives. INDUSTRY TRENDS Mergers and Acquisitions The largest cause of increased revenues over the last 10 years has been through mergers and acquisitions. A Page 6 Major PBM Players by Market Share 26% 28% Express Scipts CVS Caremark UnitedHealth/Catamaran 2% Aetna 17% Other 27% Data Source: IBISWorld Pro’s of Consolidation: Larger firms will have much more bargaining power with drug manufacturers. Better negotiated rates allow for a higher profit spread for the PBM. This creates a win-win for both the PBM and their clients as the clients save more on drug purchases and the PBM’s are able to earn higher profits. Con’s of Consolidation: It is extremely difficult for a smaller PBM to compete with the larger companies and even more difficult for a company to enter into the industry. As a result these smaller PBM’s are not likely to grow and we are not likely to see many new entrants into the market. In an industry that has used M&A’s as a key strategy in revenue growth this is problematic for the Big Three PBM companies. We are rapidly approaching a point in time in which there will be no more attractive M&A prospects. This rationale is one of the major reasons analysts have given such a low P/E to Express Scripts. Our model forecasts no significant M&A activity over the next 5 years. A merger of equals with either CVS and UnitedHealth is unlikely as they are parts of larger parent companies. The next potential candidate would be Aetna, who only makes up 2% of the market share. As such all of our forecasted revenue growth is due to increased drug revenues. Cost Cutting Profit margins are relatively thin in the PBM industry (around 2%). As such cost cutting is an important means of maintaining profits and PBM’s are under constant pressure to reduce costs. There are a number of strategies PBM’s can employ to reduce costs.14 Reduce service costs through mail-order. A growing trend in the PBM industry is the rise of mail-order pharmaceutical delivery. This is Page 7 a cost effective to using pharmacies for a number of reasons. First it cuts the middle man out of the picture, as pharmacies have high overhead whereas mail-order is relatively cheap with few added costs. Additionally mail ordered prescriptions often deal in bulk, delivering 3 months’ worth of medication instead of one. Customers are billed as soon as the medication ships and due to the nature of their medications once a product has been shipped it cannot be returned by the customers. This serves to create a sort of prescription drug prescription service which is not dependent on the customer remembering to go to the pharmacy and renew their prescription. Mail order is steadily growing as a percentage of total revenues. We project it to bypass Network Revenues to become the largest generator of revenues in 2018. Reduce payments to pharmacies. This is an effective strategy in terms of reducing costs, however Express Scripts cannot play this card too often, as their continued relationship with pharmacies is vital, competition is fierce and they cannot risk alienating their pharmacy relationships. Demand higher rebates from drug manufacturers. A PBM’s profitability comes from the spread between the price they are able to negotiate with drug manufacturers and the price they charge their customers. In the PBM industry size equals leverage, which means the largest companies can often negotiate the best drug deals. In recent years this concept has been upended with the rise of Blockbuster Drugs which command an extremely high price premium. In response to extremely high prices Express Scripts has excluded a number of ultra-high priced drugs from its formulary. Implementation of step-therapy programs to drive patients to use generics. Step-therapy is when a patient is first prescribed and approved for the cheapest and most likely to be effective drug. If that treatment does not work the patient step up to the next slightly more costly, slightly more risky option.15 Porter’s Five Forces: Porter's Five Forces Analysis: PBM Industry Rivalry Substitutes New Entrants 10 8 6 4 2 0 insurance likely also has a client relationship with a PBM. Buyer Power: Medium. Clients do not have the power to price the drugs, but they do have the power to leave one PBM for another if their drug prices prove to be unattractive. This is the case with Anthem, who is currently seeking the freedom to leave their contract in search of better rates. Summary of Porter’s Five Forces: The stage has been set in the PBM industry for 3 major players to duke it out in the coming years for the best deals with drug companies. Express Scripts, CVS, and UnitedHealth’s growth options will now come from attempting to woo each other’s current customers based on more attractive deals. Buyer Supplier MARKETS AND COMPETITION Data Source: Henry Fund Threat of Entry: Very Low. Size guarantees leverage in negotiation with drug companies. Because of this a new entrant would find it very difficult to succeed in the industry, especially with the narrow profit margins. Supplier Power: Medium – High. The entire PBM business model is based around negotiating the best possible detail with suppliers and profiting from the spread between negotiated discount and amount charged to customers. Because of this negotiation with suppliers is a complex bargaining game. As blockbuster drugs come onto the market supplier power becomes even more powerful. Extent of Rivalry: High. The highly consolidated market sets the stage for intense rivalry. Proprietary drug deals are set up to the exclusion of competitors. Attractive M&A deals are broken up at last minute as a competitor steps in to offer a more attractive offer. This rivalry will only intensify as prescription rates slow and attractive M&A opportunities have been exhausted. Substitutes: Low. The most logical substitute to using a PBM would be not having insurance and saving for your own prescription drugs. The Affordable Care Act makes this a fineable strategy, making it more unattractive. Anyone who has Prescription Benefit Managers manage prescription drug programs. They act as the intermediary between health plans, drug companies, retail pharmacies and patients. Initially PBM’s worked exclusively in processing pharmaceutical claims for health plans. Over the last several decades they have expanded their services and now offer reimbursements for drug claims, processing and cost control for members. They have experienced strong growth with likely continued growth in the industry.16 Relationships and size are vital factors in the success of a PBM. A PBM may manage hundreds or even thousands of client group accounts, each of which may itself contain thousands or millions of clients. Size allows greater negotiating leverage with drug companies as PBM’s can offer scale to drug companies through huge networks as a concession for price discounts. Price is often the determining factor for which PBM is chosen and PBM’s are under constant pressure to cut costs and get a better value for their clients. In light of the increased power that comes with size the PBM industry has experienced aggressive consolidation over the last decade. Three large PBM’s now own nearly 80% of the market share: Express Scripts, CVS Caremark and UnitedHealth. Page 8 markets and should be considered a serious competitive threat to Express Scripts. CVS Caremark CVS Health (Formerly CVS Caremark)’s BPM division is a one of several strategic business units in addition to retail pharmacy ownership, online pharmacy and MinuteClinic. CVS operates over 7,800 pharmacies under the names CVS Pharmacy, Longs Drugs and Navarro Discount Pharmacies.17 A notable difference between CVS and Express Scripts is the diversified nature of CVS’ business model. While Express Scripts functions exclusively as a PBM, CVS owns 3 vital steps of the supply chain, the writing of the prescriptions (MinuteClinic), the dispensing of the drugs (CVS Retail) and the benefits management. The argument could be made that this puts CVS in a more opportune position to profit in the PBM industry. Additionally the argument could be made that a potential conflict of interest exists as doctors working for CVS owned clinics may be pressured to prescribe drugs which are more financially beneficial to CVS through their PBM contracts. UnitedHealth Group Like CVS, UnitedHealth’s PBM business group is one of many services offered by the health giant. Minnetonka, Minnesota based UnitedHealth Group is 14th on the Fortune 500. UnitedHealth provides health insurance, specialized care serices, Medicare & retirement programs, transplate care management, dental and vision programs and many other assorted specialized services. Notable M&A’s: 2005: UnitedHealth receives regulatory approval to purchase PacifiCare Health Systems for $9.2 Billion. 2009: UnitedHealth acquiresHealth Net Inc. 2015: UnitedHealth acquires CatamaranRx. This was a noteable acquisition as Catamaran was the last remaining PBM’s that owned more than 5% of market share in the industry.19 Through their purchase of Catamaran UnitedHealth solidified (and potentially stratified) the Big Three competitors and raised the question: Where will growth come from now? CVS has been active in the trend of M&A. Notable acquisitions in the last 10 years include:18 2006: CVS acquires Minneapolis-based MinuteClinic, the company which pioneered the concept of retail-based health clinic. 2006: CVS steps in to prevent an acquisition of Caremark Rx by Express Scripts, presenting a more attractive offer CVS successfully acquired Caremark Rx. This acquisition was touted as a merger, although CVS’ management team and philosophy have reigned supreme over the culture. 2008: CVS acquires Longs Drug Stores, which operates 521 stores in the United States, specifically focused on California. 2014: CVS purchases Navarro Discount Pharmacy, the largest Hispanic-owned drug store un the United States. 2015: CVS enters into a deal with Target to acquire their pharmacy and retail clinics. This will effect 1,660 pharmacies and rebrand all Target Clinics as MinuteClinic. CVS has made significant expansions in the previous decade. They continue to make inroads into new retail Aetna Aetna is a Fortune 100 managed health care company which provides a wide variety of health care insurance plans, including medical, pharmaceutical, dental, behavioral health, long-term care, and disability plans.20 Whereas some large health insurance companies opt to outsource their PBM services (Blue Cross Blue Shield, for example outsrources to Express Scripts), Aetna has opted to offer PBM along with their other services. Aetna occupies a very small portion of the PBM market, holding about 2% of total market share. Peer Comparison – Notable Items Peer comparison in the PBM industry is difficult. This is due to the small number of major players and the differing business structures of each group. While Express Scripts functions almost exclusively as a PBM, CVS operates as a PBM in the scope of a larger business model involving retail clinics and retail pharmacies. Additionally UnitedHealth has a greater emphasis on insurance and health services than either of the other major competitors. Page 9 These differing structures give each company unique strengths and weaknesses as they face changing market conditions. In spite of these differences, there are several notable obvervations that can be made. In spite of being the largest PBM, Express Scripts has the lowest EPS, the second lowest P/E multiple and the lowerst forward P/E. Additionally all four companies’ P/E’s are projected to drop by 20-30% with Express Scripts’ P/E falling nearly 50%. As analysts are not forecasting significant growth in EPS this shows that the street’s opinion is we will likely see a price decrease in the coming year. Additionally, Express Script’s low forecasted P/E is a sign that the market feels it will be particularly vulnerable to the slow growth as they are not diversified in their offerings. Whereas their competitors can seek growth through retail or medical service revenues ESRX is relient exclusively on their PBM revenues. Express Scripts’ clients will likely be aware of Express Scripts’ increased vulnerability to market forces which could give them additional bargaining power, further driving down Express Scripts’ profits. ESRX CVS UNH AET EPS 3.56 4.63 6.01 6.78 P/E FY15 19.69 21.93 20.91 16.06 Net Income of Top Four PBM's P/E FY16E 10.5 15.36 14.43 12.6 8000 6000 4000 Data Source: FactSet Another notable observation is that Express Scripts has the second lowest ROA, and the lowest ROE and Profit Margin of its peers. This is further evidence of the hazards Express Scripts faces by being undiversified in their service offerings. In an industry in which size commands bargaining power Express Scripts should have the highest profit margins, and they should certainly be higher than tiny competitor Aetna. These narrow margins demonstrate just how small the spread is in the PBM business. A profit of 2.5-3% is actually quite impressive in the PBM industry. Higher peer profit margins are due to diversified product offerings (CVS’s includes profits from MinuteClinic, etc.). ESRX CVS UNH AET ROA 5.74% 7.27% 6.97% 5.57 ROE 13.35% 13.91% 16.93% 15.59% three years. Net incomes for all 4 companies reveal the extent to which each company is invested in business units outside of the PBM industry. Aetna (AET) for example has only 5% the revenue of Express Script, yet their net incomes are almost identical. This is due to Aetna’s diversification of services provided, drawing income through its various insurance offerings in addition to its PBM business. Additionally we see that while CVS and UnitedHealth trail Express Scripts in PBM revenues they dwarf Express Scripts in terms of actual income. This could spell trouble for Express Scripts in the future. During a period of economic downtown and low earnings both CVS and UnitedHealth could fall back on other business units to supplement their PBM revenue, while Express Scripts does not have this option. This diversification could also be a hindrance to UnitedHealth and CVS, as their future success is also tied to retail sales and competition within the retail market. CVS, for example must compete with Wallgreens, Walmart, and a host of grocery stores while Express Scripts only has to fight off competition on a single front. Profit Mar. 2.43% 3.42% 3.70% 3.97% 2000 0 ESRX CVS 2013 UNH 2014 AET 2015 Data Source: FactSet ECONOMIC OUTLOOK Future revenues in the PBM industry are dependent on prescription drug spending. Prescription drugs have a fairly strong correlation with the healthcare sector which itself share a strong correlation with the US GDP. An analysis of the last 6 years of financial data shows that Healthcare has consistently hovered at about 17.4% of the US GDP (st. dev of .001) while prescription drugs have amounted to an average of 9.6% of healthcare costs (st. dev of .003). This allows us to forecast prescription drug expenditures as 1.6% of GDP (st. dev of .002). Using government forecasts for GDP growth we can forecast Data Source: FactSet Net income for all companies has risen slowly over the last Page 10 prescription drug expenditures steadily growing by 4% (about $350 million) annually into the future.21 Number of Physican Visits 10 % Change Health Care and Rx As a Percentage of GDP 20.0% 15.0% 10.0% 5.0% 0.0% 5 0 Health Care as % of GPD 2013 2012 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002 2001 2000 Rx as % of Healthcare 30,000 25,000 20,000 15,000 10,000 5,000 2026 2025 2024 2023 2022 2021 2020 2019 2018 2020 2019 2018 2017 2016 2015 2014 2013 2012 2011 2010 Number of People with Private Health Insurance. The Affordable Care Act of 2010 greatly impacted the Healthcare industry. The ACA sought to lower healthcare prices through increasing competition by creating a number of federal and state health insurance exchanges. Additionally the ACA mandated the purchase of private health insurance. Individuals faced a tax penalty for not having private insurance by 2015.23 Projected GDP Growth 2017 2009 Data Source: IBISWorld Data Source: Bureau of Economic Analysis 2016 2008 2007 -5 Data Source: Bureau of Economic Analysis CATALYSTS FOR GROWTH As a result the number of uninsured Americans has seen a marked drop. According to studies conducted by the National Health Interview Survey the number of uninsured Americans fell by about 8% to 41 million people in the first quarter of 2014. This drop represents 3.8 million Americans gaining private health insurance.24 The 3.8 million people are now under a PBM, which will boost membership fees as well as number of prescriptions filled. Number of Physician Visits Prescription drugs, by definition must first be prescribed by a medical professional. Therefore the number of physician visits per year is an important factor in industry growth. According to the Centers for Disease Control and Prevention, 75.1% of patient visits to physician offices involve the use of drug therapies.22 Furthermore as more Americans gain healthcare through the Affordable Care Act it is expected that the number of physician visits will likely increase. Page 11 Insured Americans are more likely to be able to afford medical treatment, prescription drugs and therapies. Therefore the decline in uninsured Americans is a growth indicator for the PBM industry. Aging Population There is a strong statistical correlation between age and medical costs. The Agency for Healthcare Research and Quality reports that more than 91% of seniors and 58% of adults had prescription medication expenses in 2011. As the median age of the United States grows as will the demand for prescriptions and PBM services. The older population – persons 65 years or older – is projected to grow significantly in the coming decades. As of 2013 there were 44.7 million Americans over the age of 65, the US Department of Health and Human services forecasts that number to more than double to 98 million by 2060.25 This spike in age as well as the fact that many age-related medications such as statins and heart medication are available in generic forms and are therefore more profitable for PBM’s (as opposed to biotech antivirals, which tend to be for more rare, non-age related illnesses). Long terms this will lead to increased demands for prescription drugs and increased revenues for PBM’s. Chronic Illness The treatment of chronic illnesses pose consistent revenue streams through long-term care therapies. According to the CDC two-thirds of adults in the United States are either overweight (31.1%) or obese (34.9%).26 This has contributed significantly to a number of chronic issues which have in turn led to an increase in medical and prescription drug costs. Obesity related diseases include high blood pressure, heart disease, liver problems and Type 2 diabetes; all of which are maintained through long term prescription drugs. This creates a long-term revenue stream for PBM’s. INVESTMENT POSITIVES Express Scripts has Strong client retention. CEO is raising their client retention rate forecast to 9697%, up from 95-97%.27 Customer groups are Page 12 under contract which creates strong revenue security. Largest PBM in an industry where size is a significant factor to success. Express Scripts size allows them significant bargaining power which in turn yields a stronger profit margin. Projected low but steady growth in revenues. Demand in the healthcare industry is not likely to drop due to the nature of their services. INVESTMENT NEGATIVES Low growth in prescription volume. We forecast low growth of 1-2% over the coming five years. Revenues are tied to the number of prescriptions being written each year. Low growth in volume of drugs prescribed will have a direct impact on revenue growth. Most growth through acquisition opportunities have been exhausted. Opportunities to double revenues by acquiring a competitor of nearly equal size are not possible outside of merging with their 2 remaining competitors. Each year Express Scripts renegotiates contracts with one-third of their client base. While they maintain the majority of their customers these negotiations frequently involve price concessions. Lack of merger alternatives will likely lead to more intense competition between Express Scripts, CVS Caremark and UnitedHealth. This will lead to competing to woo each other’s current customers through price concessions and rebates. This competition would cut into profits across the industry. Lawsuit with Anthem. ESRX is currently in an ugly contract dispute with one of their largest clients, health insurance provider Anthem. ESRX is currently in a 10 year contract with Anthem, ending in 2019. Under the conditions of the contract there is a renegotiating period in 2016. Anthem does not feel that ESRX has provided enough of a value and is suing Express Scripts, seeking to recover damages they claim came as a result of Express Scripts overcharging for products. The lawsuit also seeks the right to terminate the companies’ agreement. Losing anthem would be a significant blow to Express Scripts revenue. The CEO of anthem recently announced he was unsure if Anthem would continue their relationship with Express Scripts after the 2019 contract expires.28 The outcome of this lawsuit factors significantly into our valuation, which we will now elaborate on. VALUATION Our valuation model used a 5 year Raw Beta of 1.0129 We then calculated a WACC of 6.77%. We assume a CV growth of 2% annually beginning in 2021. Revenue Growth and Contract Expiration Revenue over the next 5 years will grow modestly but steadily. We forecast revenue growth of about 2% annually leading up to 2019. This depressed growth is due to 2019 will be a significant year for Express Scripts as it is the year that their contract with Anthem expires. Anthem is one of Express Scripts largest customers and is currently in the middle of a contentious lawsuit with Express Scripts. Anthem alleges that they have been overcharged by $3 billion and is currently suing for both damages and the legal right to terminate the contract at their discretion. Analysts are split on whether Anthem will renew their contract with Express Scripts, however we feel that it is likely that they will. For one, Anthem is going to be looking for a large PBM company to cover their benefits needs, especially as they eye a large merger with Cigna. UnitedHealth is one of Anthem’s largest competitors, so they are unlikely to turn to UnitedHealth for their PBM needs. The only alternative would be CVS Caremark. Express Scripts will face one of three scenario’s in 2019: Anthem will leave Express Scripts for CVS Caremark after a bidding war between the two PBM giants. This would lead to a 16% drop in revenue for Express Scripts (a drop of about 18 billion in revenue). This would lead to the lowest revenues in nearly a decade and would drop the EPS from $5.15 to $3.96. Anthem now merged with Cigna will follow UnitedHealth’s lead and switch to becoming their own in-house PBM service as a cutting costs by occupying multiple levels of the health care supply chain. This would lead to the same 16% drop in revenue for Express Scripts. Anthem will continue with Express Scripts, however they will negotiate a significant discount as a means of staying. Anthem is currently accusing ESRX of cheating them out of $3 billion through overcharges which equates to requesting $300 million for each year of their decade long contract. We forecast that the third option is most likely (we would give it 75% likelihood) and that Express Scripts will retain Anthem’s business contract beyond 2019. We forecast Anthem negotiating discounts of approximately 20% from their current prices. This is a little less than the amount that Anthem is currently suing Express Scripts for, alleging overcharging. This would reduce revenue attributed to Anthem from $18 Billion in 2019 to $14.6 Billion in 2020. Annual Revenue from Anthem 20000 18000 16000 14000 12000 10000 2013 2014 2015 2016 2017 2018 2019 2020 Historical Projected Data Source: ESRX 10K 2015 While we believe this to be the most likely scenario, regardless of Anthem’s decision Express Scripts faces an almost certain dip in revenues heading into 2020. Additionally the Department of Defense’s TriCare contract with Express Scripts ends in 2020. We believe that the Department of Defense will renew their contract after this period as they do not have the contentious relationship with Express Scripts that Anthem has. Operating Expense Assumptions Express Scripts has a high COGS. Over the 5 years leading up to 2015 COGS has averaged around 90% of revenues, slowly declining at about 0.6% per year. We forecast COGS to remain at 89.5%, stopping the slight decline in response to the increasing cost that blockbuster drugs may have on COGS. Nearly all of Express Scripts’ intangible assets are contracts which are amortized on a schedule over the life of the contract. As such they are able to specifically schedule amortization expenses. As such a large portion Page 13 of Express Scripts’ assets are intangibles depreciation makes up a very small portion of expenses, forecasted at 0.60%. We forecast SGA to continue just above the 5 year average at 3.20%. Historic and Forecasted Margins 12.00% 10.00% Historical Operating Costs as % of Revenue 8.00% 6.00% 100.00% 4.00% 90.00% 2.00% 0.00% 80.00% 2012 2013 2014 2015 2016E2017E2018E2019E2020E 70.00% Gross Margin EBIT margin Profit Margin Data Source: ESRX 10K 2015 60.00% Product Revenue Lines Growth 50.00% 2011 2012 2013 2014 2015 COGS (except D&A) Depreciation Expense Amortization Expense SG&A Expense Data Source: ESRX 10K 2015 Peer COGS as % of Revenue 100 80 60 40 20 0 ESRX CVS UNH Data Source: ESRX 10K 2015 Profit Margin Forecasts Express Scripts earns revenue through four different areas of business: Network Revenues, Home Delivery and Specialty Revenues, Other Revenues and Services Revenues. Historically Network Revenues (membership payments from client groups) has made up the largest portion of profits. Express Scripts has found Home delivery to be an increasingly important portion of their revenue, especially as it minimizes additional costs by mailing directly to the consumer and traditionally deals in bulk by shipping in 3 month orders. Over the 5 years leading to 2015 Network revenues as a percentage of total revenue fell from 65.1% to 55.5%. Home Delivery in turn grew from 31.5% to 40.1%. We forecast this trend to continue with Home Delivery overtaking Network Revenues in 2018 as the largest source of revenue. Other Revenues and Service Revenues make up a small (less than 5% of revenues). They are however each growing, which we project to continue. Express Scripts has very thin profit margins. Over the last 4 financial years their profit margin has slightly climbed by about 0.2% of revenue per year. Our model forecasts continued slight increases leading to profit margins of just under 3% in 2020. This remains a modest increase, however it is double the profit margins of 2012. Page 14 Our Forecast vs. Analyst Consensus Historic and Projected Revenue Lines as % of Revenues 70.0% 60.0% 50.0% 40.0% 30.0% 20.0% 10.0% 0.0% Network Revenues Home Delivery and Specialty Revenues Other Revenues Service Revenues Data Source: ESRX 10K 2015 Model Results Our DCF/EP results reveal that according to our model the market’s current price of $70 is an appropriate price for Express Scripts given the present value of their forecasted future cash flows. While it is possible that there is a slight upside (about 5%), Express Scripts current legal situation with Anthem casts too much uncertainty on the immediate future to merit the risk. Our DDM and Relative P/E models yielded very similar values, $63.29 and $62.02 respectively. In spite of these similarities we feel that DDM and Relative P/E are not effective models to use with Express Scripts. With regards to the DDM Model Express Scripts has no history of dividends, therefore our DDM price target is based exclusively on the forecasted stock price in 2020 which we do not feel is comprehensive enough. We feel Relative P/E is also inappropriate for Express Scripts for several reasons: First, Express Scripts operates exclusively as a PBM company. Express Scripts’ two biggest competitors, CVS and UnitedHealth contain a large number of business units including additional health services and retail pharmacy locations. Because of this their P/E’s do not exclusively reflect the PBM industry. Additionally the remaining PBM companies in the industry are either privately held or less than 5% the size of Express Scripts. Analysts are divided over the valuation of Express Scripts. According to Thompson/First Call 15 out of 25 analysts issue a HOLD recommendation for Express Scripts with 3 giving a strong buy, 6 giving a buy and 1 giving an underperform.30 Analysts give a wide range of target prices, ranging from a low of 60 to a high of 10031. The source of this division seems to be based around estimates of SG&A expenses. Of the 26 analyst estimates available through Factset about half forecast SG&A expenses following historical trends and company guidance (3.2% of revenues). The other half forecast SG&A as 1.8% of sales. The outcome of this forecast has significant implications on net income and ultimately the target stock price. If historic and company guidance numbers are accurate (as we believe they will be) the target price will be $71. If, however SG&A is indeed as low as some analysts project the target price rises to $94. The source of this discrepancy seems to be differing opinions on Express Scripts nonGAAP income statement item “Adjusted SG&A” which does not include amortization of annual contracts. As we feel that the higher SG&A is in keeping with historic reported numbers and as the majority of large financial firms (Oppenheimer, Wells Fargo, Deutsche Bank) forecast the higher SG&A32 we have opted to use it in our forecasting model. With regards to the rest of our forecast our revenue, sales and other expenses follow a similar trend to the analyst consensus. Our target price closely match the target price given by firms which shared our opinion on SG&A levels. Factset’s average analyst price is $82.85, demonstrative of the division between the analysts. Few analysts give a target price at or near $82 with most skewing high near $95-100 or skewing lower near $65-75. Again, the chief sources of this differing target price seems to be the interpretation of Non-GAAP Income Statement line “Adjusted SG&A.” Page 15 KEYS TO MONITOR Outcome of lawsuit with Anthem. Losing the anthem contract before 2019 would have immediate negative consequences for Express Script’s revenue forecasts. Contract renewals with Anthem and the Department of Defense. Both the status of renewed contract and the terms of agreement with regards to reduced prices. Losing either account would lower annual revenues by nearly 15%. Losing both accounts would be very harmful for Express Scripts. Government legislation. Congressional legislation pertaining to price ceilings, patent life changes and relaxed biosimilars and generic regulations would also have a significant impact on future profitability. Upcoming patent expirations. Popular drugs facing a patent expiration will be favorable to Express Scripts’ profitability. Additionally any events that may shorten patent lives will also be good for Express Scripts. REFERENCES 1. IBISWorld. Industry Reports: Pharmacy Benefit Management 2015 2. Ibid. 3. Argus Research. Express Scripts Holding Co. Report created 4/4/2016. 4. IBISWorld. Industry Reports: Pharmacy Benefit Management 2015 5. Express Scripts Corporate Overview. Lab.ExpressScripts.com 6. Ibid. 7. ESRX 2015 10K 8. Wikipedia: Express Scripts Mergers and Acquisitions History. https://en.wikipedia.org/wiki/Express_Scripts 9. ESRX 2015 10K 10. Navitus: PBM Industry Trends. https://www.navitus.com/Utility/newsevents/blogs/corporate/December-2014-(1)/PBM-IndustryTrends-for-2015.aspx?page=3 11. Ibid. 12. IBISWorld. Industry Reports: Pharmacy Benefit Management 2015 13. Ibid. 14. Argus Research. Express Scripts Holding Co. Report created 4/4/2016. 15. Ibid. 16. Deloitte. The PBM Industry a Sea of Constant Change. http://blogs.deloitte.com/centerforhealthsolutions/the-pbmindustry-a-sea-of-constant-change/ 17. Wikipedia: CVS Health Mergers and Acquisitions History. https://en.wikipedia.org/wiki/CVS_Health#Caremark 18. Ibid. 19. IBISWorld. Industry Reports: Pharmacy Benefit Management 2015 20. Wikipedia: Aetna. https://en.wikipedia.org/wiki/Aetna 21. Bureau of Economic analysis: Healthcare Spending, Prescription Spending, GDP Growth Forecasts. http://www.bea.gov/ 22. IBISWorld. Industry Reports: Pharmacy Benefit Management 2015 23. Ibid. 24. New York Times: Number of Americans Without Health Insurance Falls. http://www.nytimes.com/2014/09/16/us/number-ofamericans-without-health-insurance-falls-survey-shows.html?_r=0 25. US Department of Health and Human Services. Aging Statistics. http://www.aoa.gov/Aging_Statistics/ 26. Centers for Disease Control. Obesity Statistics http://www.cdc.gov/obesity/data/adult.html 27. Argus Research. Express Scripts Holding Co. Report created 4/4/2016. 28. The Street. Express Scripts Stock Drops on Anthem Drug Costs Renegotiations http://www.thestreet.com/story/13422568/1/express-scriptsesrx-stock-drops-on-anthem-drug-costs-renegotiations.html 29. Bloomberg Terminal 30. Yahoo Finance: Express Scripts (ESRX) 31. FactSet 32. FactSet IMPORTANT DISCLAIMER Henry Fund reports are created by student enrolled in the Applied Securities Management (Henry Fund) program at the University of Iowa’s Tippie School of Management. These reports are intended to provide potential employers and other interested parties an example of the analytical skills, investment knowledge, and communication abilities of Henry Fund students. Henry Fund analysts are not registered investment advisors, brokers or officially licensed financial professionals. The investment opinion contained in this report does not represent an offer or solicitation to buy or sell any of the aforementioned securities. Unless otherwise noted, facts and figures included in this report are from publicly available sources. This report is not a complete compilation of data, and its accuracy is not guaranteed. From time to time, the University of Iowa, its faculty, staff, students, or the Henry Fund may hold a financial interest in the companies mentioned in this report. Page 16 ExpressScript RevenueDecomposition 2013 2014 2015 2016E 2017E 2018E 2019E 2020E ProductRevenue NetworkRevenues HomeDeliveryandSpecialtyRevenues OtherRevenues ServiceRevenues TotalRevenues 63,244 58,469 56,473 54,593 52,559 50,377 48,060 44,143 37,571 38,633 40,830 44,018 47,258 50,515 53,742 55,047 2,052 2,204 2,454 2,620 2,787 2,951 3,110 3,085 1,231 1,582 1,995 2,555 3,258 4,137 5,228 6,578 104,099 100,887 101,752 103,787 105,863 107,980 110,139 108,852 RevenueAttributedTo: Anthem USDepartmentofDefense 0.81 12,700 14,124 16,586 16,917 17,256 17,601 17,953 14,604 10,618 12,006 13,329 13,596 13,868 14,145 14,428 14,260 %ofrevenueAttributedto: Anthem USDepartmentofDefense 12.20% 10.20% 14.00% 11.90% 16.30% 13.10% 16.30% 13.10% 16.30% 13.10% 16.30% 13.10% 16.30% 13.10% 13.00% 13.10% 60.75% 36.09% 1.97% 1.18% 100.00% 57.95% 38.29% 2.18% 1.57% 100.00% 55.50% 40.13% 2.41% 1.96% 100.00% 52.60% 42.41% 2.52% 2.46% 100.00% 49.65% 44.64% 2.63% 3.08% 100.00% 46.65% 46.78% 2.73% 3.83% 100.00% 43.64% 48.79% 2.82% 4.75% 100.00% 40.63% 50.67% 2.84% 5.85% 100.00% GenericFillRate: Network HomeDelivery 81.60% 74.60% 83.70% 77.20% 85.10% 79.50% 86.50% 81.10% 86.50% 81.40% 87.10% 81.70% 87.30% 82.00% 87.50% 82.30% ClientRetentionRate 94-96% 94-96% 95-97% 96-97% 96-97% 96-97% 96-97% 96-97% ProductRevenue NetworkRevenues HomeDeliveryandSpecialtyRevenues OtherRevenues ServiceRevenues TotalRevenues ExpressScript IncomeStatement FiscalYearsEndingDec.31 Sales COGS (except D&A) Depreciation Expense Amortization Expense Gross Income SG&A Expense EBIT (Operating Income) Nonoperating Interest Income Equity in Earnings of Affiliates Other Income (Expense) Interest Expense Unusual Expense - Net Pretax Income Income Taxes Consolidated Net Income Minority Interest Net Income Total Shares Outstanding EPS DividendPerShare 2012 2013 2014 2015 2016E 2017E 2018E 2019E 2020E 93,858 104,099 100,887 101,752 103,787 105,863 107,980 110,139 108,852 86,080 (95,185) (90,257) (90,773) (92,889) (94,747) (96,642) (98,575) (97,423) 284 (429) (489) (628) (452) (563) (574) (586) (598) 1,588 (2,018) (1,754) (1,731) (1,727) (1,319) (1,309) (1,303) (857) 5,906 6,467 8,387 8,620 8,719 9,234 9,455 9,676 9,975 2,358 (2,190) (3,708) (3,704) (3,321) (3,388) (3,455) (3,524) (3,483) 3,548 4,277 4,679 4,916 5,397 5,846 5,999 6,151 6,492 11 42 28 25 31 32 32 33 33 15 33 19 15 4 (617.5) (528) (511) (500) (540) (550) (561) (573) (566) (779.6) (797) (1,148) (577) (861) (879) (896) (914) (903) 2,191 3,030 3,066 3,864 4,027 4,449 4,574 4,698 5,055 833 (1,104) (1,031) (1,364) (1,410) (1,557) (1,601) (1,644) (1,769) 1,358 1,926 2,035 2,500 2,618 2,892 2,973 3,053 3,286 17 (28) (27) (23) (26) (26) (27) (28) (27) 1,341 1,898 2,008 2,476 2,592 2,865 2,946 3,026 3,258 818 774 726 677 652 629 607 587 569 $1.64 $2.45 $2.76 $3.66 $3.98 $4.56 $4.85 $5.15 $5.73 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 ExpressScript BalanceSheet FiscalYearsEndingDec.31 Assets CurrentAssets CashandCashEquivalents Cash Short-TermInvestments Receivables,net Inventories DeferredTaxes PrepaidExpensesandotherCurrentAssets CurrentAssetsofDiscontinuedOperations TotalCurrentAssets NetPPE Goodwill OtherIntangibleAssets,Net OtherAssets NoncurrentAssetsofDiscontinuedOperations TotalAssets Liabilities&Shareholders'Equity CurrentLiabilities: ClaimsandRebatesPayable AccountsPayable AccruedExpenses CurrentMaturitiesofLong-TermDebt CurrentLiabilitiesofDiscontinuedOperations TotalCurrentLiabilities Long-TermDebt DeferredTaxes OtherLiabilities NoncurrentLiabilitiesofDiscontinuedOperations TotalLiabilities Stockholders'Equity PreferredStock CommonStockinTreasuryatCost CommonStockandAdditionalPaid-InCapital AccumulatedOtherComprehensiveIncome(Loss) RetainedEarnings TotalExpressScriptsStockholders'Equity Non-ControllingInterest TotalStockholder'sEquity TotalLiabilitiesandStockholders'Equity 2013 2014 2,015 2016E 2017E 2018E 2019E 2020E 2,014 1,160 854 4,023 1,871 455 97 31 8,491 1,659 29,305 14,016 77 53,548 1,833 1,405 428 5,980 2,113 391 252 10,568 1,584 29,281 12,201 114 53,748 3,186 1,391 1,796 6,721 2,023 129 12,060 1,291 29,277 10,470 146 53,243 5,003 10,024 9,936 13,739 14,341 3,177 8,167 8,047 11,817 12,387 1,826 1,857 1,889 1,921 1,954 6,123 6,246 6,371 6,498 6,422 1,972 2,011 2,052 2,093 2,068 208 212 216 220 218 - - - - - 13,306 18,493 18,575 22,550 23,049 1,609 1,641 1,674 1,707 1,687 29,277 29,277 29,277 29,277 29,277 8,743 7,424 6,115 4,812 3,955 187 191 194 198 196 - - - - - 53,122 57,026 55,835 58,544 58,164 6,768 2,900 1,982 1,584 1 13,235 12,363 5,441 664 0 31,703 8,488 3,137 2,836 2,551 17,013 10,966 4,923 782 33,684 9,398 3,452 2,659 1,646 17,155 13,946 4,070 691 35,863 9,548 3,217 2,491 1,650 16,907 13,596 3,663 727 34,892 9,739 3,282 2,541 4,225 19,787 13,868 3,297 741 37,692 9,934 3,347 2,592 1,575 17,448 14,145 2,967 756 35,316 10,133 3,414 2,643 2,700 18,890 14,428 2,670 771 36,760 10,014 3,374 2,612 1,475 17,476 14,260 2,403 762 34,901 (3,905) 21,818 12 3,913 21,837 7 21,845 53,548 (8,548) 22,680 2 5,920 20,054 10 20,064 53,748 (13,223) 22,213 (14) 8,397 17,373 8 17,381 53,243 (15,073) 22,275 5 10,989 18,196 34 18,230 53,122 (16,923) 22,337 5 13,854 19,273 60 19,333 57,026 (18,773) 22,399 5 16,800 20,432 87 20,519 55,835 (20,623) 22,462 6 19,826 21,670 115 21,784 58,544 (22,473) 22,505 5 23,084 23,121 142 23,263 58,164 ExpressScript CashFlowStatement FiscalYearsEndingDec.31 CashFlowFromOperatingActivities NetIncome NetLossfromdiscontinuedOperations NetIncomefromContinuingOperations AdjustmentstoReconcileNetIncometoNetCashProvided Depreciation Amortization DeferredIncomeTaxes EmployeeStock-BasedCompensationExpense Other,net ChangesinOperatingAssetsandLiabilities AccountsReceivable Inventories Othercurrentandnoncurrentassets Claimsandrebatespayable AccountsPayable AccruedExpenses OtherCurrentandNoncurrentLiabilities NetCashFlowsProvidedbyOperatingActivities Cashflowsfromintestingactivities Purchasesofpropertyandequipment Proceedsfromthesaleofbusiness Changeinshort-terminvestments Changeinlong-terminvestments Netcashusedininvestingactivities 2016E 2017E 2018E 2019E 2020E 2,618 2,892 2,973 3,053 3,286 - - - - 2,618 2,892 2,973 3,053 3,286 452 563 574 586 598 1,727 1,319 1,309 1,303 857 (407) (366) (330) (297) (267) 598 51 (120) 151 (234) (169) 35 4,702 (122) (39) (8) 191 64 50 15 4,557 (125) (40) (8) 195 66 51 15 4,680 (127) (41) (8) 199 67 52 15 4,801 76 24 5 (118) (40) (31) (9) 4,380 (769) (595) (607) (619) (578) - - - - (12) (31) (32) (32) (33) (781) (626) (639) (651) (610) Cashflowsfromfinancingactivities Proceedsfromlong-termdebt,netofdiscounts Treasurystockacquired Repaymentoflong-termdebt Proceedsfromissuanceofcommonstock Netcashusedinfinancingactivities (350) (1,850) 4 62 (2,135) Netincrease(decrease)incashandcashequivalents Cashatbeginningofyear Cashatendofyear 1,786 4,990 (120) 3,770 570 1,391 3,177 8,167 8,047 11,817 3,177 8,167 8,047 11,817 12,387 272 (1,850) 2,575 62 1,059 277 (1,850) (2,650) 62 (4,161) 283 (1,850) 1,125 62 (380) (169) (1,850) (1,225) 43 (3,200) ExpressScript CashFlowStatement FiscalYearsEndingDec.31 Cashflowsfromoperatingactivities: Net income Net loss from discontinued operations, net of tax Net income from continuing operations 2013 $ 1,872.7 53.6 1,926.3 2014 $ 2,035 0 2,035 2015 $ 2,499.5 0 2,499.5 Adjustmentstoreconcilenetincometonetcashprovidedbyoperatingactivities: Depreciation and amortization Deferred income taxes Employee stock-based compensation expense Other, net 2,447 (573.7) 164.7 29.2 2,242.9 (430.5) 111 (8.3) 2,359.1 (462.1) 117.1 (46.3) 1,254 (2,042.4) (218.9) (242.1) 94.2 (170) (672.2) 1,720.4 15.9 271.7 450.8 948.9 (148.4) 112.4 4,768.9 4,549 (11.4) 0 4,757.5 4,549 (770.3) 90.1 78.3 909.5 318.3 (142.7) (102.2) 4,848.3 0 4,848.3 Changesinoperatingassetsandliabilities Accounts receivable Inventories Other current and noncurrent assets Claims and rebates payable Accounts payable Accrued expenses Other current and noncurrent liabilities Net cash provided by operating activities—continuing operations Net cash used in operating activities—discontinued operations Net cash flows provided by operating activities Cashflowsfrominvestingactivities: Purchases of property and equipment Proceeds from the sale of business Other, net Net cash used in investing activities—continuing operations Net cash used in investing activities—discontinued operations Net cash used in investing activities (423) 356.9 (3.9) (70) (2.1) (72.1) (436.6) 0 24.7 (411.9) 0 (411.9) (295.9) 0 27.4 (268.5) 0 (268.5) 0 2,490.1 (4,055.2) (4,493) (1,931.6) (2,834.3) 466 510.5 42.7 94 (16.7) (57) (5,494.8) (4,289.7) (5.7) (6.2) 13.4 0 (801.7) (158.8) 2,793.1 1,991.4 1,991.4 1,832.6 5,500 (5,500) (3,390.8) 183.1 58.2 (67.5) (3,217) (9.1) 0 1,353.7 1,832.6 3,186.3 Cashflowsfromfinancingactivities: Proceeds from long-term debt, net of discounts Treasury stock acquired Repayment of long-term debt Net proceeds from employee stock plans Excess tax benefit relating to employee stock-based compensation Other, net Net cash used in financing activities Effect of foreign currency translation adjustment Less cash decrease attributable to discontinued operations Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year Cashpaidduringtheyearfor: Income tax payments, net of refunds Interest 1,648.4 $ 548.1 1,310.9 $ 529.4 1,802.2 $ 518.1 ExpressScript CommonSizeIncomeStatement FiscalYearsEndingDec.31 Sales COGS (except D&A) Depreciation Expense Amortization Expense Gross Income SG&A Expense EBIT (Operating Income) Nonoperating Interest Income Equity in Earnings of Affiliates Other Income (Expense) Interest Expense Unusual Expense - Net Pretax Income Income Taxes Consolidated Net Income Minority Interest Net Income 2011 100.00% 92.58% 0.21% 0.34% 6.87% 1.86% 5.01% 0.03% 0.00% 0.00% -0.65% 0.00% 4.39% 1.62% 2.77% 0.00% 2.77% 2012 100.00% 91.71% 0.30% 1.69% 6.29% 2.51% 3.78% 0.01% 0.02% 0.02% -0.66% -0.83% 2.33% 0.89% 1.45% 0.02% 1.43% 2013 100.00% -91.44% -0.41% -1.94% 6.21% -2.10% 4.11% 0.04% 0.03% 0.00% -0.51% -0.77% 2.91% -1.06% 1.85% -0.03% 1.82% 2014 100.00% -89.46% -0.49% -1.74% 8.31% -3.68% 4.64% 0.03% 0.02% 0.00% -0.51% -1.14% 3.04% -1.02% 2.02% -0.03% 1.99% 2015 100.00% -89.21% -0.62% -1.70% 8.47% -3.64% 4.83% 0.02% 0.00% 0.00% -0.49% -0.57% 3.80% -1.34% 2.46% -0.02% 2.43% 2016E 100.00% 89.50% 0.44% 1.66% 8.40% 3.20% 5.20% 0.03% 0.00% 0.00% -0.52% -0.83% 3.88% 1.36% 2.52% 0.03% 2.50% 2017E 100.00% 89.50% 0.53% 1.25% 8.72% 3.20% 5.52% 0.03% 0.00% 0.00% -0.52% -0.83% 4.20% 1.47% 2.73% 0.03% 2.71% 2018E 100.00% 89.50% 0.53% 1.21% 8.76% 3.20% 5.56% 0.03% 0.00% 0.00% -0.52% -0.83% 4.24% 1.48% 2.75% 0.03% 2.73% 2019E 100.00% 89.50% 0.53% 1.18% 8.79% 3.20% 5.59% 0.03% 0.00% 0.00% -0.52% -0.83% 4.27% 1.49% 2.77% 0.03% 2.75% 2020E 100.00% 89.50% 0.55% 0.79% 9.16% 3.20% 5.96% 0.03% 0.00% 0.00% -0.52% -0.83% 4.64% 1.63% 3.02% 0.03% 2.99% ExpressScript CommonSizeBalanceSheet FiscalYearsEndingDec.31 Assets CurrentAssets CashandCashEquivalents Cash Short-TermInvestments Receivables,net Inventories DeferredTaxes PrepaidExpensesandotherCurrentAssets CurrentAssetsofDiscontinuedOperations TotalCurrentAssets NetPPE Goodwill OtherIntangibleAssets,Net OtherAssets NoncurrentAssetsofDiscontinuedOperations TotalAssets Liabilities&Shareholders'Equity CurrentLiabilities: ClaimsandRebatesPayable AccountsPayable AccruedExpenses CurrentMaturitiesofLong-TermDebt CurrentLiabilitiesofDiscontinuedOperations TotalCurrentLiabilities Long-TermDebt DeferredTaxes OtherLiabilities NoncurrentLiabilitiesofDiscontinuedOperations TotalLiabilities Stockholders'Equity PreferredStock CommonStockandAdditionalPaidInCapital AccumulatedOtherComprehensiveIncome(Loss) RetainedEarnings CommonStockinTreasuryatCost TotalExpressScriptsStockholders'Equity Non-ControllingInterest TotalStockholder'sEquity TotalLiabilitiesandStockholders'Equity 2013 2014 2015 2016E 2017E 2018E 2019E 2020E 1.93% 1.11% 0.82% 3.86% 1.80% 0.44% 0.09% 0.03% 8.16% 1.59% 28.15% 13.46% 0.07% 0.00% 51.44% 1.82% 1.39% 0.42% 5.93% 2.09% 0.39% 0.25% 0.00% 10.48% 1.57% 29.02% 12.09% 0.11% 0.00% 53.28% 3.13% 1.37% 1.76% 6.61% 1.99% 0.00% 0.13% 0.00% 11.85% 1.27% 28.77% 10.29% 0.14% 0.00% 52.33% 4.82% 3.06% 1.76% 5.90% 1.90% 0.00% 0.20% 0.00% 12.82% 1.55% 28.21% 8.42% 0.18% 0.00% 51.18% 9.47% 7.71% 1.75% 5.90% 1.90% 0.00% 0.20% 0.00% 17.47% 1.55% 27.66% 7.01% 0.18% 0.00% 53.87% 9.20% 7.45% 1.75% 5.90% 1.90% 0.00% 0.20% 0.00% 17.20% 1.55% 27.11% 5.66% 0.18% 0.00% 51.71% 12.47% 10.73% 1.74% 5.90% 1.90% 0.00% 0.20% 0.00% 20.47% 1.55% 26.58% 4.37% 0.18% 0.00% 53.15% 13.17% 11.38% 1.80% 5.90% 1.90% 0.00% 0.20% 0.00% 21.17% 1.55% 26.90% 3.63% 0.18% 0.00% 53.43% 6.50% 2.79% 1.90% 1.52% 0.00% 12.71% 11.88% 5.23% 0.64% 0.00% 30.46% 8.41% 3.11% 2.81% 2.53% 0.00% 16.86% 10.87% 4.88% 0.78% 0.00% 33.39% 9.24% 3.39% 2.61% 1.62% 0.00% 16.86% 13.71% 4.00% 0.68% 0.00% 35.25% 9.20% 3.10% 2.40% 1.59% 0.00% 16.29% 13.10% 3.53% 0.70% 0.00% 33.62% 9.20% 3.10% 2.40% 3.99% 0.00% 18.69% 13.10% 3.11% 0.70% 0.00% 35.61% 9.20% 3.10% 2.40% 1.46% 0.00% 16.16% 13.10% 2.75% 0.70% 0.00% 32.71% 9.20% 3.10% 2.40% 2.45% 0.00% 17.15% 13.10% 2.42% 0.70% 0.00% 33.38% 9.20% 3.10% 2.40% 1.36% 0.00% 16.06% 13.10% 2.21% 0.70% 0.00% 32.06% 0.00% 20.96% 0.01% 3.76% -3.75% 20.98% 0.01% 20.98% 51.44% 0.00% 22.48% 0.00% 5.87% -8.47% 19.88% 0.01% 19.89% 53.28% 0.00% 21.83% -0.01% 8.25% -13.00% 17.07% 0.01% 17.08% 52.33% 0.00% 21.46% 0.01% 10.59% -14.52% 17.53% 0.03% 17.56% 51.18% 0.00% 21.10% 0.01% 13.09% -15.99% 18.21% 0.06% 18.26% 53.87% 0.00% 20.74% 0.01% 15.56% -17.39% 18.92% 0.08% 19.00% 51.71% 0.00% 20.39% 0.01% 18.00% -18.72% 19.67% 0.10% 19.78% 53.15% 0.00% 20.67% 0.01% 21.21% -20.65% 21.24% 0.13% 21.37% 53.43% ExpressScript ValueDriverEstimation FiscalYearsEndingDec.31 NetOperatingProfitLessAdjustedTaxes(NOPLAT) InvestedCapital(IC) ReturnonInvestedCapital(ROIC) FreeCashFlot(FCF) EconomicProfit(EP) TaxRates StatutoryRate +StateTaxes,netoffed.Benefit -Non-ControllingInterest -Investmentinforeignsubsidiaries -Other,net MarginalTaxRate CalculatingNOPLAT OperatingRevenues -CostofGoodsSold -SGAExpenses -Depreciation -AmortizationofNon-GoodwillIntangibles -ResearchandDevelopmentExpenses -OtherOperatingExpenses +ImpliedInterestonOperatingLeases AdjustedEBITA AdjustedTaxes IncomeTaxProvision Less:TaxonNonoperatingInterestIncome Less:TaxonEquityEarningsofAffiliates Less:TaxonOtherIncome Add:TaxShieldonInterestExpense Add:TaxShieldonUnusualExpense-Net Add:TaxShieldonOperatingLeaseInterest AdjustedTaxes 2013 2014 2015 2016E 2017E 2018E 2019E 2020E 2175 2663 2727 3111 3443 3579 3711 3962 11,702 9,064 7,998 8,096 6,951 5,630 4,315 3,469 13.80% 22.75% 30.08% 38.89% 42.53% 51.49% 65.92% 91.83% 6,229 5,301 3,793 3,013 4,588 4,900 5,026 4,808 1,108 1,870 2,113 2,569 2,895 3,109 3,330 3,670 35.0% 2.6% -0.3% -0.7% -0.2% 36.4% 35.0% 2.0% -0.3% 0.0% -3.1% 33.6% 35.0% 0.7% -0.2% 0.0% -0.2% 35.3% 35.0% 35.0% 35.0% 35.0% 35.0% 104099 -95185 -2190 -429 -2018 100887 -90257 -3708 -489 -1754 101752 -90773 -3704 -628 -1731 103787 -92889 -3321 -452 -1727 105863 -94747 -3388 -563 -1319 107980 -96642 -3455 -574 -1309 110139 -98575 -3524 -586 -1303 108852 -97423 -3483 -598 -857 14 4291 14 4693 14 4930 14 5412 14 5860 15 6014 15 6166 15 6507 1104 -15.3 -11.9 1.3 192.0 290.2 5.1 1565 1031 -9.4 -6.3 0.0 171.8 385.8 4.8 1578 1364 -8.8 0.0 0.0 176.6 203.6 5.0 1741 1410 -10.9 0.0 0.0 188.9 301.5 5.0 1894 1557 -11.1 0.0 0.0 192.7 307.5 5.1 2051 1601 -11.3 0.0 0.0 196.5 313.7 5.1 2105 1644 -11.6 0.0 0.0 200.5 320.0 5.2 2158 1769 -11.4 0.0 0.0 198.1 316.2 5.2 2277 Plus:ChangeinDeferredTaxAssets/Liabilities CurrentYearDeferredTaxAssets CurrentYearDeferredTaxLiabilities PreviousYearDeferredTaxAssets PreviousYearDeferredTaxLiabilities ChangeinDeferredTaxes 455 391 - - - - - 5,441 4,923 4,070 3,663 3,297 2,967 2,670 2,403 401 455 391 - - - - 5,937 5,441 4,923 4,070 3,663 3,297 2,967 2,670 (551) (453) (463) (407) (366) (330) (297) (267) EBITA -Adjustedtaxes +ChangeinDefferedTaxes(t-1) NOPLAT 4291 4693 4930 5412 5860 6014 6166 6507 ($1,565.45) ($1,577.89) ($1,740.78) ($1,894.14) ($2,051.14) ($2,104.85) ($2,158.15) ($2,277.31) (551) (453) (463) (407) (366) (330) (297) (267) 2175 2663 2727 3111 3443 3579 3711 3962 InvestedCapitalComputation OperatingCurrentAssets: NormalCash(5%ofRevenue) AccountsReceivable,Net Inventory PrepaidExpenses&OperatingCurrentAssets CurrentAssetsofDiscontinuedOperations TotalOperatingCurrentAssets 2,014 4,023 1,871 97 31 8,036 1,833 5,980 2,113 252 10,177 3,186 6,721 2,023 129 12,060 5,003 6,123 1,972 208 13,306 5,293 6,246 2,011 212 13,762 5,399 6,371 2,052 216 14,037 5,507 6,498 2,093 220 14,318 5,443 6,422 2,068 218 14,151 OperatingCurrentLiabilities: AccountsPayable ClaimsandRebatesPayable AccruedExpenses CurrentLiabilitiesofDiscontinuedOperations TotalOperatingCurrentLiabilities 2,900 6,768 1,982 1 11,651 3,137 8,488 2,836 14,462 3,452 9,398 2,659 15,509 3,217 9,548 2,491 15,257 3,282 9,739 2,541 15,562 3,347 9,934 2,592 15,873 3,414 10,133 2,643 16,190 3,374 10,014 2,612 16,001 TotalOperatingCurrentAssets Less:TotalOperatingCurrentLiabilities NetOperatingWorkingCapital 8,036 10,177 12,060 13,306 13,762 14,037 14,318 14,151 (11,651) (14,462) (15,509) (15,257) (15,562) (15,873) (16,190) (16,001) (3,615) (4,284) (3,449) (1,950) (1,800) (1,836) (1,872) (1,850) NetPPE 1,659 1,584 1,291 1,609 1,641 1,674 1,707 1,687 OtherOperatingAssets OtherIntangibleAssets,net OtherAssets NoncurrentAssetsofDiscontinuedOperations PVofOperatingLeases OtherOperatingAssets 14,016 77 231 14,323 OtherOperatingLiabilities OtherLiabilities NoncurrentLiabilitiesofDiscontinuedOperations OtherOperatingLiabilities 664 782 691 727 741 756 771 762 0 - - - - - - 665 782 691 727 741 756 771 762 InvestedCapital: Add:NetOperatingWorkingCapital Add:NetPPE Add:OtherOperatingAssets Less:OtherOperatingLiabilities TotalInvestedCapital (3,615) 1,659 14,323 (665) 11,702 ReturnOnInvestedCapital NOPLAT/ BeginningInvestedCapital ROIC 2,175 2,663 2,727 3,111 3,443 3,579 3,711 3,962 15,756 11,702 9,064 7,998 8,096 6,951 5,630 4,315 13.80% 22.75% 30.08% 38.89% 42.53% 51.49% 65.92% 91.83% EconomicProfit BeginningInvestedCapital ROIC WACC EconomicProfit(BegIC*(ROIC-WACC)) 15,756 11,702 9,064 7,998 8,096 6,951 5,630 4,315 13.80% 22.75% 30.08% 38.89% 42.53% 51.49% 65.92% 91.83% 6.77% 6.77% 6.77% 6.77% 6.77% 6.77% 6.77% 6.77% 1,108 1,870 2,113 2,569 2,895 3,109 3,330 3,670 FCF NOPLAT Add:BegInvestedCapital Less:CurrentInvestedCapital FCF 2,175 15,756 (11,702) 6,229 12,201 114 231 12,547 (4,284) 1,584 12,547 (782) 9,064 2,663 11,702 (9,064) 5,301 10,470 146 232 10,847 (3,449) 1,291 10,847 (691) 7,998 2,727 9,064 (7,998) 3,793 8,743 187 234 9,164 (1,950) 1,609 9,164 (727) 8,096 3,111 7,998 (8,096) 3,013 7,424 191 237 7,851 (1,800) 1,641 7,851 (741) 6,951 3,443 8,096 (6,951) 4,588 6,115 194 239 6,548 (1,836) 1,674 6,548 (756) 5,630 3,579 6,951 (5,630) 4,900 4,812 198 241 5,251 (1,872) 1,707 5,251 (771) 4,315 3,711 5,630 (4,315) 5,026 3,955 196 243 4,394 (1,850) 1,687 4,394 (762) 3,469 3,962 4,315 (3,469) 4,808 ExpressScript WeightedAverageCostofCapital(WACC)Estimation WACC CostofEquity CostofDebt CostofPreferredStock MarketValueofEquity(Millions) MarketValueofTotalDebt(Millions) MarketValueofPreferredStock MarketValueofFirm MarginalTaxRate Equations: EquityMarketRiskPremium xBeta +RiskfreeRate CostofEquity CalculatingCostofEquity SharesOutstanding(Millions) xCurrentPrice EquityValue TotalValueofEquity CalculatingCostofDebt MarketValueoftotaldebt TotalValueofDebt PreferredStockValue 6.77% 7.71% 6.13% 0.00% $46,374.42 $15,593.00 $$61,967.42 35.00% 6.77% 7.710000% 6.13% 0.00% $46,374.42 $15,593.00 $$61,967.42 35.00% 5.00% 1.01 2.66% 7.71% 677 68.51 46374 46374 15,593 15,593 0 FairValueofDebt PVofoperatingLeases ValueofTotalDebt 15,593 243 15,593 ExpressScript DiscountedCashFlow(DCF)andEconomicProfit(EP)ValuationModels KeyInputs: CVGrowth CVROIC WACC CostofEquity 2.00% 8.00% 6.77% 7.71% FiscalYearsEndingDec.31 2016E 2017E 2018E 2019E 2020E DCFModel DiscountPeriod NOPLAT BeginningIC EndingIC ΔinInvestedCapital 1 2 3 4 5 3,111 3,443 3,579 3,711 3,962 7,998 8,096 6,951 5,630 4,315 8,096 6,951 5,630 4,315 3,469 98 (1,145) (1,321) (1,315) (846) NOPLAT Less:ΔinInvestedCapital FreeCashFlow ContinuingValue PVocContinuingValue PVoffreecashflows 3,111 3,443 3,579 3,711 3,962 (98) 1,145 1,321 1,315 846 3,013 4,588 4,900 5,026 4,808 62,300 47,939 2,822 4,024 4,026 3,868 ValueofOperations +ShortTermInvestments +ExcessCash -TotalDebt -Non-controllinginterest -PVofOperatingLeases -PVofEmployeeStockOptions -PVofUnderfundedPension&RetirementLiabilities ValueofEquity SharesOutstanding IntrinsicValue(pershare) PriceToday 62,679 1,796 (15,593) (2) (232) (185) (42) 48,420 677 71.52 73.15 EPModel PeriodstoDiscount EconomicProfit ContinuingValue PVofTerminalYearEP PVofEconomicProfit SumofEP Add:BeginningInvestedCapitalCV ValueofOperations +ShortTermInvestments +ExcessCash -TotalDebt -Non-controllingInterest -PVofOperatingLeases -PVofEmployeeStockOptions -PVofUnderfundedPension&RetirementLiabilities ValueofEquity SharesOutstanding IntrinsicValue(pershare) PriceToday 1 2 3 4 5 2,569 2,895 3,109 3,330 3,670 57,985 44,618.84 2,406.35 2,539.44 2,554.12 2,562.52 2,645.07 54,681 7,998 62,679 1,796 (15,593) (2) (232) (185) (42) 48,420 677 71.52 73.15 ExpressScript DividendDiscountModel(DDM)orFundamentalP/EValuationModel FiscalYearsEndingDec.31 2016E 2017E 2018E 2019E 2020E EPS $3.98 $4.56 $4.85 $5.15 $5.73 KeyAssumptions CVgrowth CVROE CostofEquity FutureCashFlows P/EMultiple(CVYear) EPS(CVYear) FutureStockPrice DividendsPerShare FutureCashFlows Periods DiscountedCashFlows IntrinsicValue PriceToday 2% 14% 7.71% 15.011258 $5.73 $86.03 $$- $$1 $$62.00 $63.29 $$2 $- $$3 $- 4 $- $86.03 5 $62.00 ExpressScript RelativeValuationModels Ticker AET EVHC CVS UNH Company AetnaInc. EnvisionHealthcare CVSHealthCorporation UnitedHealthGroup ESRX ExpressScript ImpliedValue: RelativeP/E(EPS15) RelativeP/E(EPS16) Price $108.87 $21.15 $104.65 $125.68 EPS 2016E $7.96 $1.46 $5.82 $7.72 $70.02 $3.98 $62.02 $63.00 EPS 2017E $8.76 $1.68 $6.56 $8.77 Average P/E16 13.7 14.5 18.0 16.3 15.6 P/E17 12.4 12.6 16.0 14.3 13.8 $4.56 17.6 15.4 ExpressScript KeyManagementRatios FiscalYearsEndingDec.31 LiquidityRatios CurrentRatio(CurrentAssets/CurrentLiabilities) OperatingCashFlowRatio(OperatingCF/CurrentLiabilities) QuickRatio(Currentassets-Inventories)/CurrentLiabilities ActivityorAsset-ManagementRatios AssetTurnoverRatio(sales/totalassets) InventoryTurnoverRatio(Sales/TotalInventory) ReceivablesTurnoverRatio(Sales/AverageAccts.Receivable) FinancialLeverageRatios DebttoEquityRatio(TotalDebt/TotalEquity) EquityRatio(ShareholdersEquity/TotalAssets) InterestCoverage(EBIT/InterestExpense) ProfitabilityRatios ReturnonAssets(NetIncome/TotalAssets) ReturnonEquity(Netincome/ShareholdersEquity) GrossMargin(Revenue-Cogs)/Revenue EBITmargin(EBIT/SALES) ProfitMargin(NetIncome/Sales) 2012 2013 2014 2015 2016E 2017E 2018E 2019E 2020E 82.38% 69.73% 64.16% 35.95% 50.02% 62.12% 26.74% 49.70% 70.30% 28.26% 58.50% 78.70% 27.81% 67.04% 93.46% 23.03% 83.30% 106.46% 26.82% 94.70% 119.37% 25.42% 108.29% 131.89% 25.06% 120.05% 1.62 56.81 17.30 1.94 55.64 22.03 1.88 47.74 20.17 1.91 50.29 16.02 1.95 52.63 16.16 1.86 52.63 17.12 1.93 52.63 17.12 1.88 52.63 17.12 1.87 52.63 16.85 68% 40% 5.75 64% 41% 8.11 67% 37% 9.15 90% 33% 9.83 84% 34% 10.00 94% 34% 10.62 77% 37% 10.68 79% 37% 10.74 68% 40% 11.47 2.31% 5.73% 8.29% 3.78% 1.43% 3.54% 8.69% 8.56% 4.11% 1.82% 3.74% 10.01% 10.54% 4.64% 1.99% 4.65% 14.25% 10.79% 4.83% 2.43% 4.88% 14.24% 10.50% 5.20% 2.50% 5.02% 14.87% 10.50% 5.52% 2.71% 5.28% 14.42% 10.50% 5.56% 2.73% 5.17% 13.96% 10.50% 5.59% 2.75% 5.60% 14.09% 10.50% 5.96% 2.99% PresentValueofOperatingLeaseObligations(2015) PresentValueofOperatingLeaseObligations(2014) Operating Leases 60 50 50 30 30 80 300 57 243.04 FiscalYearsEndingDec.31 2016 2017 2018 2019 2020 Thereafter TotalMinimumPayments Less:Interest PVofMinimumPayments CapitalizationofOperatingLeases Operating Leases 60 60 50 40 30 100 340 68 272 FiscalYearsEndingDec.31 2015 2016 2017 2018 2019 Thereafter TotalMinimumPayments Less:Interest PVofMinimumPayments CapitalizationofOperatingLeases Pre-TaxCostofDebt NumberYearsImpliedbyYear6Payment Year 1 2 3 4 5 6&beyond PVofMinimumPayments PresentValueofOperatingLeaseObligations(2013) Lease Commitment 60 50 50 30 30 30 6.00% 2.7 PVLease Payment 56.6 44.5 42.0 23.8 22.4 53.8 243.0 Operating Leases 90 60 50 40 40 90 370 67 303 FiscalYearsEnding 2014 2015 2016 2017 2018 Thereafter TotalMinimumPayments Less:Interest PVofMinimumPayments CapitalizationofOperatingLeases Pre-TaxCostofDebt NumberYearsImpliedbyYear6Payment Year 1 2 3 4 5 6&beyond PVofMinimumPayments PresentValueofOperatingLeaseObligations(2012) Lease Commitment 60 60 50 40 30 30 6.00% 3.3 PVLease Payment 56.6 53.4 42.0 31.7 22.4 66.0 272.0 CapitalizationofOperatingLeases Pre-TaxCostofDebt NumberYearsImpliedbyYear6Payment Year 1 2 3 4 5 6&beyond PVofMinimumPayments Operating Leases 80 60 40 30 30 30 270 40 230 FiscalYearsEnding 2013 2014 2015 2016 2017 Thereafter TotalMinimumPayments Less:Interest PVofMinimumPayments Lease Commitment 90 60 50 40 40 40 6.00% 2.3 PVLease Payment 84.9 53.4 42.0 31.7 29.9 61.2 303.1 Pre-TaxCostofDebt NumberYearsImpliedbyYear6Payment Year 1 2 3 4 5 6&beyond PVofMinimumPayments Lease Commitment 80 60 40 30 30 30 6.00% 1.0 PVLease Payment 75.5 53.4 33.6 23.8 22.4 21.1 229.8 EffectsofESOPExerciseandShareRepurchasesonCommonStockBalanceSheetAccountandNumberofSharesOutstanding NumberofOptionsOutstanding(shares): AverageTimetoMaturity(years): ExpectedAnnualNumberofOptionsExercised: CurrentAverageStrikePrice: CostofEquity: CurrentStockPrice: IncreaseinSharesOutstanding: AverageStrikePrice: IncreaseinCommonStockAccount: 6.3 4.90 1.29 $48.29 7.71% $70.02 2016E 1.29 48.29 62.09 2017E 1.29 48.29 62.09 2018E 1.29 48.29 62.09 2019E 1.29 48.29 62.09 2020E 0.90 48.29 43.46 ChangeinTreasuryStock ExpectedPriceofRepurchasedShares: NumberofSharesRepurchased: 1,850 1,850 1,850 1,850 1,850 $70.02 $75.42 $81.23 $87.50 $94.24 26 25 23 21 20 SharesOutstanding(beginningoftheyear) Plus:SharesIssuedThroughESOP Less:SharesRepurchasedinTreasury SharesOutstanding(endoftheyear) 677 652 629 607 587 1 1 1 1 1 26 25 23 21 20 652 629 607 587 569 VALUATIONOFOPTIONSGRANTEDINESOP TickerSymbol CurrentStockPrice RiskFreeRate CurrentDividendYield AnnualizedSt.Dev.ofStockReturns Rangeof OutstandingOptions Range1 Total Number ofShares 6.3 6 ESRX $70.02 2.66% 0.00% 20.63% Average Exercise Price 48.29 $48.29 Average B-S Value Remaining Option ofOptions Life(yrs) Price Granted 4.90 $29.31 $185 4.90 $29.31 $185 CVofROIC 9% 10% 66.60 65.94 68.77 68.77 71.69 72.57 75.83 77.98 82.18 86.25 93.11 100.50 11% 65.40 68.77 73.30 79.74 89.59 106.55 12% 64.95 68.77 73.90 81.20 92.36 111.59 $73.15 88.5% 89.0% 89.5% 90.0% 90.5% 2.00% 89.59 81.37 73.15 64.93 56.71 SGAas%ofSales 2.50% 3.20% 89.59 89.59 81.37 81.37 73.15 73.15 64.93 64.93 56.71 56.71 3.50% 89.59 81.37 73.15 64.93 56.71 4.00% 89.59 81.37 73.15 64.93 56.71 $73.15 7.0% 10.0% 13.1% 16.0% 19.0% 0.0% $73.72 $73.44 $73.15 $72.88 $72.60 OperatingLeaseGrowthRate 20.0% 33.3% 50.0% $73.62 $73.54 $73.40 $73.34 $73.26 $73.12 $73.05 $72.97 $72.83 $72.78 $72.70 $72.56 $72.50 $72.42 $72.28 70.0% $73.19 $72.91 $72.62 $72.35 $72.07 MarketValueofEquity 8% 67.42 68.77 70.58 73.15 77.09 83.87 ImpactofChangesinMarketValueofDebt/EquityonWACC MarketValueofDebt 6.77% 10,000 12,500 15,836 17,500 20,000 25,000 6.64% 6.47% 6.26% 6.17% 6.05% 35,000 6.88% 6.73% 6.55% 6.47% 6.35% 46,374 7.05% 6.92% 6.76% 6.69% 6.59% 55,000 7.14% 7.02% 6.88% 6.81% 6.72% 65,000 7.21% 7.11% 6.98% 6.92% 6.83% SharesOutstanding $73.15 -1.0% 0.0% 1.0% 2.0% 3.0% 4.0% Under(Over)FundedStatusofPensionPlan $73.15 $150.00 $100.00 $42.40 $$(50.00) 610 81.01 81.09 81.19 81.26 81.34 640 77.21 77.29 77.38 77.45 77.53 677 72.99 73.06 73.15 73.22 73.29 700 70.59 70.66 70.75 70.81 70.88 730 67.69 67.76 67.84 67.90 67.97 MarginalTaxRate CVofGrowth 7.5% 6.51% 6.53% 6.62% 6.69% 6.77% COGSas%ofSales ImpactofChangesinCostsofEquity/DebtonWACC CostofEquity 6.77% 5.5% 6.0% 6.5% 7.0% 5.5% 5.02% 5.39% 5.76% 6.14% 5.6% 5.03% 5.41% 5.77% 6.15% 6.1% 5.12% 5.49% 5.86% 6.24% 6.6% 5.20% 5.57% 5.94% 6.32% 7.1% 5.28% 5.65% 6.02% 6.40% Long-TermDebt CostofDebt SensitivityAnalysis $73.15 20.00% 25.00% 30.00% 35.00% 40.00% 1.0% 90.37 84.63 78.89 73.15 67.41 NormalCashLevels 3.0% 5.0% 90.37 90.37 84.63 84.63 78.89 78.89 73.15 73.15 67.41 67.41 7.0% 90.37 84.63 78.89 73.15 67.41 9.0% 90.37 84.63 78.89 73.15 67.41