SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULES 13d-1(b)(c), AND
(d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. )*
Express Scripts, Inc.
------------------------------
(Name of Issuer)
Common Stock
------------------------------
(Title of Class of Securities)
302182100
------------------------------
(CUSIP Number)
DECEMBER 31, 2003
-------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
(x) Rule 13d-1(b)
( ) Rule 13d-(c)
( ) Rule 13d-1(d)
----------------
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 11 Pages
CUSIP No. 302182100 13G Page 2 of 11 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
College Retirement Equities Fund
I.R.S. #13-6022-042
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) (X)
See Exhibit A Attached
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 3,979,844
6. SHARED VOTING POWER None
7. SOLE DISPOSITIVE POWER None
8. SHARED DISPOSITIVE POWER 3,979,844 (shared with its
investment adviser, TIAA-CREF Investment Management, LLC)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,979,844
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* ( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.067%
12. TYPE OF REPORTING PERSON*
IV
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP No. 302182100 13G Page 3 of 11 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
TIAA Separate Account VA-1
I.R.S. #13-1624203
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) (X)
See Exhibit A Attached
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 4,446
6. SHARED VOTING POWER None
7. SOLE DISPOSITIVE POWER None
8. SHARED DISPOSITIVE POWER 4,446
(shared with its investment adviser, Teachers Advisors, Inc.)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,446
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* ( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0057%
12. TYPE OF REPORTING PERSON*
IV
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP No. 302182100 13G Page 4 of 11 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
TIAA-CREF Mutual Funds
I.R.S. #13-4088138 (Equity Index Fund)
I.R.S. #13-4088091 (Social Choice Equity Fund)
I.R.S. #13-3930560 (Growth Equity Fund)
I.R.S. #13-3930561 (Growth & Income Fund)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) (X)
See Exhibit A Attached
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 159,334
6. SHARED VOTING POWER None
7. SOLE DISPOSITIVE POWER None
8. SHARED DISPOSITIVE POWER 159,334
(shared with its investment adviser, Teachers Advisors, Inc.)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
159,334
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* ( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2029%
12. TYPE OF REPORTING PERSON*
IV
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP No. 302182100 13G Page 5 of 11 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
TIAA-CREF Institutional Mutual Funds
I.R.S. #13-4055170 (Equity Index Fund)
I.R.S. #52-2366604 (Mid-Cap Growth Fund)
I.R.S. #52-2366594 (Mid-Cap Growth Index Fund)
I.R.S. #52-2366608 (Mid-Cap Value Fund)
I.R.S. #52-2366562 (S&P 500 Index Fund)
I.R.S. #52-2366565 (Large-Cap Growth Index Fund)
I.R.S. #03-0472894 (Large-Cap Value Fund)
I.R.S. #52-2366577 (Mid-Cap Blend Index Fund)
I.R.S. #13-4055615 (Social Choice Equity Fund)
I.R.S. #13-4055170 (Growth Equity Fund)
I.R.S. #13-4055169 (Growth & Income Fund)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) (X)
See Exhibit A Attached
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 119,419
6. SHARED VOTING POWER None
7. SOLE DISPOSITIVE POWER None
8. SHARED DISPOSITIVE POWER 119,419
(shared with its investment adviser, Teachers Advisors, Inc.)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
119,419
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* ( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.152%
12. TYPE OF REPORTING PERSON*
IV
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP No. 302182100 13G Page 6 of 11 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
TIAA-CREF Life Funds
I.R.S. #13-4025227 (Stock Index Fund)
I.R.S. #13-4100628 (Social Choice Equity Fund)
I.R.S. #01-0735756 (Large-Cap Value Fund)
I.R.S. #13-4100624 (Growth Equity Fund)
I.R.S. #13-4100625 (Growth & Income Fund)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) (X)
See Exhibit A Attached
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 12,784
6. SHARED VOTING POWER None
7. SOLE DISPOSITIVE POWER None
8. SHARED DISPOSITIVE POWER 12,784
(shared with its investment adviser, Teachers Advisors, Inc.)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,784
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* ( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0163%
12. TYPE OF REPORTING PERSON*
IV
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP No. 302182100 13G Page 7 of 11 Pages
Item 1(a). NAME OF ISSUER:
Express Scripts, Inc.
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
13900 Riverport Drive
Maryland Heights, MO 63043
Item 2(a). NAME OF PERSON FILING:
(1) College Retirement Equities Fund ("CREF")
(2) TIAA Separate Account VA-1 ("VA-1")
(3) TIAA-CREF Mutual Funds ("Mutual Funds")
(4) TIAA-CREF Institutional Mutual Funds
("Institutional Funds")
(5) TIAA-CREF Life Funds ("Life Funds")
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
(1) CREF - 730 Third Avenue
New York, N.Y. 10017
(2) VA-1 - 730 Third Avenue
New York, N.Y. 10017
(3) Mutual 730 Third Avenue
Funds - New York, N.Y. 10017
(4) Institutional Funds - 730 Third Avenue
New York, N.Y. 10017
(5) Life Funds - 730 Third Avenue
New York, N.Y. 10017
Item 2(c). CITIZENSHIP:
(1) CREF - Incorporated in New York
(2) VA-1 - Established in New York
(3) Mutual Funds - Incorporated in Delaware
(4) Institutional Funds - Incorporated
in Delaware
(5) Life Funds - Incorporated in Delaware
Item 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock
Item 2(e). CUSIP NUMBER: 302182100
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b),
OR 13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS A:
(a) ( ) Broker or dealer registered under Section 15 of the
Exchange Act.
(b) ( ) Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) ( ) Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) (x) Investment Company registered under Section 8 of the
Investment Company Act.
(e) ( ) An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
CUSIP No. 302182100 13G Page 8 of 11 Pages
(f) ( ) An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) ( ) A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) ( ) A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) ( ) A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) (x) Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. ( )
Item 4. OWNERSHIP.
(1) COLLEGE RETIREMENT EQUITIES FUND
(a) Amount Beneficially Owned: 3,979,844
(b) Percent of Class: 5.067%
(c) The Board of Trustees of CREF, an investment company, has sole
power to vote 3,979,844 shares of common stock and authority to direct
the disposition of the 3,979,844 shares of common stock. TIAA-CREF
Investment Management, LLC, CREF's investment adviser, is authorized to
sell the 3,979,844 shares on behalf of CREF in its discretion, subject
to the ultimate authority of the CREF Board of Trustees.
(2) TIAA SEPARATE ACCOUNT VA-1
(a) Amount Beneficially Owned: 4,446
(b) Percent of Class: 0.0057%
(c) The management committee of VA-1, an investment company, has
sole power to vote 4,446 shares of common stock, and authority to
direct the disposition of the 4,446 shares of common stock. Teachers
Advisors, Inc., VA-1's investment adviser, is authorized to sell the
4,446 shares on behalf of VA-1 in its discretion, subject to the
ultimate authority of the VA-1 Management Committee.
(3) TIAA-CREF MUTUAL FUNDS
(a) Amount Beneficially Owned: 159,334
(b) Percent of Class: 0.2029%
(c) The Board of Trustees of the Mutual Funds, an investment
company, has sole power to vote 159,334 shares of common stock, and
authority to direct the disposition of the 159,334 shares of common
stock. Teachers Advisors, Inc., the Mutual Fund's investment adviser,
is authorized to sell the 159,334 shares on behalf of the Mutual Funds
in its discretion, subject to the ultimate authority of the Mutual
Funds Board of Trustees.
(4) TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
(a) Amount Beneficially Owned: 119,419
(b) Percent of Class: 0.152%
(c) The Board of Trustees of the Institutional Funds, an
investment company, has sole power to vote 119,419 shares of common
stock, and authority to direct the disposition of the 119,419 shares of
common stock. Teachers Advisors, Inc., the Institutional Funds
investment adviser, is authorized to sell the 119,419 shares on behalf
of the Institutional Funds in its discretion, subject to the ultimate
authority of the Institutional Funds Board of Trustees.
CUSIP No. 302182100 13G Page 9 of 11 Pages
(5) TIAA-CREF LIFE FUNDS
(a) Amount Beneficially Owned: 12,784
(b) Percent of Class: 0.0163%
(c) The Board of Trustees of the Life Funds, an investment
company, has sole power to vote 12,784 shares of common stock, and
authority to direct the disposition of the 12,784 shares of common
stock. Teachers Advisors, Inc., the Life Funds' investment adviser, is
authorized to sell the 12,784 shares on behalf of the Life Funds in its
discretion, subject to the ultimate authority of the Life Funds Board
of Trustees.
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following ( ).
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Not Applicable
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not Applicable
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
See attached Exhibit A.
Item 9. NOTICE OF DISSOLUTION OF GROUP: Not Applicable
Item 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
CUSIP No. 302182100 13G Page 10 of 11 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 6, 2004
COLLEGE RETIREMENT EQUITIES FUND
By: /s/ Stewart Greene
----------------------------------------
Stewart Greene
Chief Counsel, Securities Law
TIAA SEPARATE ACCOUNT VA-1
By: /s/ Stewart Greene
----------------------------------------
Stewart Greene
Chief Counsel, Securities Law
TIAA-CREF MUTUAL FUNDS
By: /s/ Stewart Greene
----------------------------------------
Stewart Greene
Chief Counsel, Securities Law
TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
By: /s/ Stewart Greene
----------------------------------------
Stewart Greene
Chief Counsel, Securities Law
TIAA-CREF LIFE FUNDS
By: /s/ Stewart Greene
----------------------------------------
Stewart Greene
Chief Counsel, Securities Law
CUSIP No. 302182100 13G Page 11 of 11 Pages
EXHIBIT A
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
College Retirement Equities Fund - IV
TIAA Separate Account VA-1 - IV
TIAA-CREF Mutual Funds - IV
TIAA-CREF Institutional Mutual Funds - IV
TIAA-CREF Life Funds - IV
The College Retirement Equities Fund, TIAA Separate Account VA-1, TIAA-CREF
Mutual Funds, TIAA-CREF Institutional Mutual Funds and TIAA-CREF Life Funds (the
"Reporting Persons") are filing as a group because CREF's investment adviser,
TIAA-CREF Investment Management, LLC, is affiliated and employs some of the same
investment personnel as Teachers Advisors, Inc., the investment adviser for TIAA
Separate Account VA-1, TIAA-CREF Mutual Funds, TIAA-CREF Institutional Mutual
Funds and TIAA-CREF Life Funds. However, because separate investment decisions
are made with respect to the respective portfolio holdings of each of the
Reporting Persons and there is no oral or written agreement or arrangement among
the Reporting Persons with respect to acquisition, voting, disposition or
otherwise of their securities, each Reporting Person disclaims beneficial
ownership of the others' securities holdings and disclaims its membership in a
group with the other Reporting Person, where the purpose of the group is to
acquire control of or influence management of the issuer.