8-K

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):  April 29, 2008

EXPRESS SCRIPTS, INC.

(Exact Name of Registrant as Specified in its Charter)

DELAWARE	0-20199	43-1420563
(State or Other Jurisdiction of Incorporation or Organization	(Commission File Number)	(I.R.S. Employer Identification No.)

One Express Way, St. Louis, MO (Address of Principal Executive Offices) 63121 (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 2.02    Results of Operations and Financial Condition and Item 7.01 Regulation FD Disclosure.

  On April 29, 2008, Express Scripts, Inc. issued a press release with respect to its results of operations for the quarter-ending March 31, 2008. 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 2.02 and Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information contained in this Current Report on Form 8-K, 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 Exhibits are filed as part of this report on Form 8-K:

 Exhibit 99.1   Press Release, dated April 29, 2008.

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, INC.
Date:    April 29, 2008	By:	/s/ George Paz
		George Paz
		President, Chief Executive Officer and Chairman

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release, dated April 29, 2008

EX-99.1

                                                                                                                                                                                                                                                                                                                                    
60;                                                                                                                                            [Missing

Contact:

Jeff Hall, Chief Financial Officer

David Myers, Vice President Investor Relations

(314)   810-3115

investor.relations@express-scripts.com                                                                                                                             ;    

Express Scripts Reports a 35% Increase in First Quarter Earnings Per Share

2008 Earnings Per Share and Cash Flow Guidance Increased

ST. LOUIS, April 29, 2008—Express Scripts, Inc. (Nasdaq: ESRX) announced first quarter net income from continuing operations of $178.3 million, or $0.70 per diluted share representing a 35% increase over $0.52 on an adjusted basis for the same quarter last year.

The Company reported record first quarter cash flow from continuing operations of $248.3 million compared to $158.9 million for the same period last year.  During the quarter, Express Scripts repurchased 2.0 million shares of common stock for $121.1 million, leaving 11.2 million shares available under its current share repurchase program.

“Earlier this month, we launched the Center for Cost-Effective Consumerism with a blue ribbon advisory board representing the nation’s leading experts in the science of human behavior and decision making,” stated George Paz, president, chief executive officer and chairman.  “In partnership with this panel, we will develop and deploy proven tools to bring about positive behavior change at the level of the individual consumer.”

“This focus will result in improved health outcomes and lower costs for our clients and their patients by increasing the use of generics, home delivery, and lower-cost preferred brands.  This will further differentiate Express Scripts in the marketplace, keep us true to our commitment of alignment of interests with our clients, and generate superior performance for our stockholders.”

Q1 2008 Financial Highlights (comparative data for 2007 is reflected on an adjusted basis –see Tables 2 and 3 below)

·   The Company’s industry-leading generic utilization rate increased to 65.1% from 60.3% last year.

·   Consolidated gross profit increased 14% to $468.7 million from $411.3 million in the first quarter of 2007.

·   EBITDA increased 19% to $319.1 million from $268.9 million last year and EBITDA per adjusted claim increased 17% to $2.46 from $2.10 last year.

·   Net income from continuing operations increased 26% to $178.3 million from $141.8 million in the first quarter of 2007.

o   Specialty and Ancillary Services ("SAAS") incurred charges of $6.0 million for bad debt expense and other costs incurred in the specialty distribution business.

o   This charge was partially offset by a $2.6 million benefit from the favorable settlement of prior year tax items.

2008 Guidance

The Company now believes its 2008 earnings per diluted share from continuing operations will be in a range of $2.95 to $3.03.  Cash flow from operations is expected to be in a range of $900 million to $1 billion.

About Express Scripts

Express Scripts, Inc. is one of the largest PBM companies in North America, providing PBM services to thousands of client groups, including managed-care organizations, insurance carriers, employers, third-party administrators, public sector, workers compensation, and union-sponsored benefit plans.

Express Scripts provides integrated PBM services, including network-pharmacy claims processing, home delivery services, benefit-design consultation, drug-utilization review, formulary management, and medical- and drug-data analysis services.  The Company also distributes a full range of biopharmaceutical products directly to patients or their physicians, and provides extensive cost-management and patient-care services.

Express Scripts is headquartered in St. Louis, Missouri. More information can be found at http://www.express-scripts.com, which includes expanded investor information and resources.   More information on the Center for Cost-Effective Consumerism can be found at http://www.consumerology.org.

SAFE HARBOR STATEMENT

This press release contains forward-looking statements, including, but not limited to, statements related to the Company’s plans, objectives, expectations (financial and otherwise) or intentions. Actual results may differ significantly from those projected or suggested in any forward-looking statements.  Factors that may impact these forward-looking statements can be found in the Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-Q on file with the SEC.  A copy of this form can be found at the investor relations section of Express Scripts web site at http://www.express-scripts.com

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.

FINANCIAL TABLES FOLLOW

 EXPRESS SCRIPTS, INC.

 Unaudited Consolidated Statement of Operations

	Three months ended March 31,
(in millions, except per share data)	2008			2007
Revenues (1)	$	4,604.2		$	4,508.9
Cost of revenues (1)		4,135.5			4,088.6
Gross profit		468.7			420.3
Selling, general and administrative		174.1			168.0
Operating income		294.6			252.3
Other (expense) income:
Non-operating charges, net		-			(23.0	)
Undistributed loss from joint venture		(0.2	)		(0.4	)
Interest income		5.3			2.8
Interest expense		(23.3	)		(22.2	)
		(18.2	)		(42.8	)
Income before income taxes		276.4			209.5
Provision for income taxes		98.1			76.6
Net income from continuing operations		178.3			132.9
Net (loss) income from discontinued operations, net of tax		(1.1	)		0.8
Net income	$	177.2		$	133.7
Weighted average number of common shares
outstanding during the period
Basic:		252.3			271.6
Diluted:		255.7			275.4
Basic earnings per share
Continuing operations	$	0.71		$	0.49
Discontinued operations		0.00			0.00
Net earnings		0.70			0.49
Diluted earnings per share
Continuing operations	$	0.70		$	0.48
Discontinued operations		0.00			0.00
Net earnings		0.69			0.49

(1) Excludes estimated retail pharmacy co-payments of $945.1 and $988.2 for the three months ended March 31, 2008 and 2007, respectively. These are amounts we instructed retail pharmacies to collect from members. We have no information regarding actual co-payments collected.

EXPRESS SCRIPTS, INC.

Unaudited Consolidated Balance Sheet

	March 31,			December 31,
(in millions, except share data)	2008			2007
Assets
Current assets:
Cash and cash equivalents	$	511.9		$	434.7
Restricted cash and investments		3.2			2.2
Receivables, net		1,222.1			1,184.6
Inventories		166.5			166.1
Deferred taxes		121.3			121.1
Prepaid expenses and other current assets		17.0			18.7
Current assets of discontinued operations		32.7			40.4
Total current assets		2,074.7			1,967.8
Property and equipment, net		210.1			215.5
Goodwill		2,694.2			2,695.3
Other intangible assets, net		332.5			342.0
Other assets		28.4			30.2
Non-current assets of discontinued operations		7.6			5.6
Total assets	$	5,347.5		$	5,256.4
Liabilities and Stockholders' Equity
Current liabilities:
Claims and rebates payable	$	1,286.9		$	1,258.9
Accounts payable		532.0			517.3
Accrued expenses		459.4			432.5
Current maturities of long-term debt		280.1			260.1
Current liabilities of discontinued operations		6.4			6.2
Total current liabilities		2,564.8			2,475.0
Long-term debt		1,680.3			1,760.3
Other liabilities		325.2			324.7
Total liabilities		4,570.3			4,560.0
Stockholders' Equity:
Preferred stock, 5,000,000 shares authorized, $0.01 par value per share;
and no shares issued and outstanding		-			-
Common stock, 650,000,000 shares authorized, $0.01 par value per share;
shares issued: 318,892,000 and 318,886,000, respectively;
shares outstanding: 251,145,000 and 252,371,000, respectively		3.2			3.2
Additional paid-in capital		581.4			564.5
Accumulated other comprehensive income		17.8			20.9
Retained earnings		2,762.1			2,584.9
		3,364.5			3,173.5
Common stock in treasury at cost, 67,747,000 and
66,515,000 shares, respectively		(2,587.3	)		(2,477.1	)
Total stockholders' equity		777.2			696.4
Total liabilities and stockholders' equity	$	5,347.5		$	5,256.4

 EXPRESS SCRIPTS, INC.

 Unaudited Condensed Consolidated Statement of Cash Flows

	Three months ended March 31,
(in millions)	2008			2007
Cash flow from operating activities:
Net income	$	177.2		$	133.7
Net loss (income) from discontinued operations, net of tax		1.1			(0.8	)
Net income from continuing operations		178.3			132.9
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization		24.5			25.6
Non-cash adjustments to net income		21.3			3.4
Change in operating assets and liabilities:
Claims and rebates payable		28.0			(36.8	)
Other net changes in operating assets and liabilities		(3.8	)		33.8
Net cash provided by operating activities--continuing operations		248.3			158.9
Net cash provided by (used in) operating activities--discontinued operations		4.7			(3.3	)
Net cash flows from operating activities		253.0			155.6
Cash flows from investing activities:
Purchases of property and equipment		(11.7	)		(8.3	)
Other		(0.4	)		(0.4	)
Net cash used in investing activities--continuing operations		(12.1	)		(8.7	)
Net cash used in investing activities--discontinued operations		-			(0.4	)
Net cash used in investing activities		(12.1	)		(9.1	)
Cash flows from financing activities:
Repayment of long-term debt		(60.0	)		(40.0	)
Repayment of revolving credit line, net		-			(50.0	)
Tax benefit relating to employee stock compensation		12.0			6.7
Treasury stock acquired		(121.1	)		-
Net proceeds from employee stock plans		6.7			13.0
Net cash used in financing activities		(162.4	)		(70.3	)
Effect of foreign currency translation adjustment		(1.3	)		-
Net increase in cash and cash equivalents		77.2			76.2
Cash and cash equivalents at beginning of period		434.7			131.0
Cash and cash equivalents at end of period	$	511.9		$	207.2

 EXPRESS SCRIPTS, INC.

 (In millions, except per claim and per share data)

 Table 1

 Unaudited Operating Statistics

	3 months		3 months		3 months		3 months		3 months
	ended		ended		ended		ended		ended
	03/31/2008		12/31/2007		09/30/2007		06/30/2007		03/31/2007
Revenues
PBM		3,670.8		3,762.4		3,612.4		3,669.3		3,608.9
SAAS		933.4		931.6		882.6		906.4		900.0
Total consolidated revenues		4,604.2		4,694.0		4,495.0		4,575.7		4,508.9
Claims Detail
Network (1)		98.2		96.9		92.1		94.1		96.8
Home delivery		10.1		10.3		10.2		10.2		10.0
Total PBM claims		108.3		107.2		102.3		104.3		106.8
Adjusted PBM claims (2)		128.5		127.8		122.7		124.8		126.8
SAAS claims (3)		1.1		1.2		1.2		1.2		1.2
Total adjusted claims (4)		129.6		129.0		123.9		126.0		128.0
Per Adjusted Claim
Adjusted EBITDA (5)	$	2.46	$	2.49	$	2.48	$	2.30	$	2.10

 Table 2

2007 Calculation of Adjusted Gross Profit, Operating Income and EBITDA

	3 Months Ended March 31, 2007
	PBM			SAAS		Total
Gross Profit, as reported	$	368.3		$	52.0	$	420.3
Non-recurring benefit-settlement of contractual item
with supply chain vendor		(9.0	)		-		(9.0	)
Adjusted Gross Profit	$	359.3		$	52.0	$	411.3
Operating Income, as reported	$	237.0		$	15.3	$	252.3
Non-recurring benefit-settlement of contractual item
with supply chain vendor		(9.0	)		-		(9.0	)
Adjusted Operating Income	$	228.0		$	15.3	$	243.3
EBITDA, as reported (5)						$	277.9
Non-recurring benefit-settlement of contractual item
with supply chain vendor							(9.0	)
Adjusted EBITDA						$	268.9

 The Company is providing adjusted gross profit, operating income and EBITDA excluding the impact

 of non-recurring items  in order to compare the underlying financial performance to prior periods

 Table 3

2007 Unaudited Earnings From Continuing Operations Excluding Non-recurring Items

	3 Months Ended
	March 31, 2007
Reported income before taxes	$	209.5
Non-recurring benefit-settlement of contractual item
with supply chain vendor		(9.0	)
Transaction costs for terminated proposal to acquire Caremark,
less special dividend received on Caremark		23.0
Income before tax excluding non-recurring items		223.5
Provision for income taxes		81.7
Adjusted net income from continuing operations	$	141.8
Weighted average number of share outstanding during
the period - diluted		275.4
Diluted earnings per share excluding non-recurring items	$	0.52
Diluted earnings per share from continuing operations as reported	$	0.48
Impact of non-recurring items	$	(0.04	)

The Company is providing diluted earnings per share excluding the impact of certain charges in order to compare the underlying

financial performance to prior periods.

 EXPRESS SCRIPTS, INC.

 Notes to Unaudited Operating Statistics

 (in millions)

(1)  Network claims exclude drug formulary only claims where we only administer the clients formulary and approximately 0.5 million manual claims per quarter.

(2)  PBM adjusted claims represent network claims plus mail claims, which are multiplied by 3, as mail claims are typically 90 day claims and network claims are generally 30 day claims.  Adjusted claims calculated from the table may differ due to rounding.

(3)  Specialty and Ancillary Services (SAAS) claims represent the distribution of pharmaceuticals through Patient Assistance Programs and the distribution of pharmaceuticals where we have been selected by the pharmaceutical manufacturer as part of a limited distribution network.  They also represent the distribution of specialty drugs through our CuraScript subsidiary.

(4) Total adjusted claims includes PBM adjusted claims plus SAAS claims.

(5)  The following is a reconciliation of EBITDA from continuing operations to net income from continuing operations and to net cash provided by operating activities from continuing operations as the Company believes they are the most directly comparable measures calculated under Generally Accepted Accounting Principles:

	3 months ended March 31,
	2008			2007
Net income from continuing operations	$	178.3		$	132.9
Income taxes		98.1			76.6
Depreciation and amortization *		24.5			25.6
Interest expense, net		18.0			19.4
Undistributed loss from joint venture		0.2			0.4
Non-operating charges, net		-			23.0
EBITDA from continuing operations		319.1			277.9
Current income taxes		(96.0	)		(84.6	)
Interest expense less amortization		(17.4	)		(18.9	)
Undistributed loss from joint venture		(0.2	)		(0.4	)
Non-operating charges, net		-			(23.0	)
Other adjustments to reconcile net income
to net cash provided by operating activities		42.8			7.9
Net cash provided by operating activities from continuing operations	$	248.3		$	158.9

EBITDA  is earnings before other income (expense), interest, taxes, depreciation and amortization, or operating income plus depreciation and amortization.  EBITDA is presented because it is a widely accepted indicator of a company's ability to service indebtedness and is frequently used to evaluate a company's performance.  EBITDA, however, should not be considered as an alternative to net income, as a measure of operating performance, as an alternative to cash flow, as a measure of liquidity or as a substitute for any other measure computed in accordance with accounting principles generally accepted in the United States. In addition, our definition and calculation of EBITDA may not be comparable to that used by other companies.

* Includes depreciation and amortization expense of:
Gross profit	7.0	9.0
Selling, general and administrative	17.5	16.6
	24.5	25.6