UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Express Scripts, Incorporated
(Name of Issuer)
Common Stock
(Title of Class of Securities)
302182100
(CUSIP Number)
December 30, 2005
(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-1(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).
CUSIP: 302182100 Page 1 of 7
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Capital Research and Management Company
95-1411037
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
5,218,900
6 SHARED VOTING POWER
NUMBER OF
SHARES
NONE
BENEFICIALL
Y OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
REPORTING
11,610,490
PERSON
WITH:
8 SHARED DISPOSITIVE POWER
NONE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,610,490 Beneficial ownership disclaimed pursuant to Rule 13d-4
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.0%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
CUSIP: 302182100 Page 2 of 7
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Growth Fund of America, Inc.
52-0792143
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
5 SOLE VOTING POWER
6,391,591
6 SHARED VOTING POWER
NUMBER OF
SHARES
NONE
BENEFICIALL
Y OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
REPORTING
NONE
PERSON
WITH:
8 SHARED DISPOSITIVE POWER
NONE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,391,591
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.4%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IV
CUSIP: 302182100 Page 3 of 7
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Amendment No. 3
Item 1(a) Name of Issuer:
Express Scripts, Incorporated
Item 1(b) Address of Issuer's Principal Executive Offices:
13900 Riverport Dr.
Mayland Heights, MO 63043
Item 2(a) Name of Person(s) Filing:
Capital Research and Management Company and The Growth Fund of
America, Inc.
Item 2(b) Address of Principal Business Office or, if none,
Residence:
333 South Hope Street
Los Angeles, CA 90071
Item 2(c) Citizenship: N/A
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 sections 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
(d) [X] Investment company registered under section 8
of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance with
section 240.13d-1(b)(1)(ii)(E).
Item 4 Ownership
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer
identified in Item 1.
See pages 2 and 3
(a) Amount beneficially owned:
(b) Percent of class:
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(ii) Shared power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the disposition of:
(iv) Shared power to dispose or to direct the disposition of:
CUSIP: 302182100 Page 4 of 7
Capital Research and Management Company, an investment adviser
registered under Section 203 of the Investment Advisers Act of
1940 is deemed to be the beneficial owner of 11,610,490 shares
or 8.0% of the 145,634,000 shares of Common Stock believed to
be outstanding as a result of acting as investment adviser to
various investment companies registered under Section 8 of the
Investment Company Act of 1940.
The Growth Fund of America, Inc., an investment company
registered under the Investment Company Act of 1940, which is
advised by Capital Research and Management Company, is the
beneficial owner of 6,391,591 shares or 4.4% of the 145,634,000
shares of Common Stock believed to be outstanding.
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: N/A
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company or Control Person.: N/A
Item 8 Identification and Classification of Members of the Group:
N/A
Item 9 Notice of Dissolution of Group: N/A
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.
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: January 10, 2006
Signature: *Paul G. Haaga, Jr.
Name/Title: Paul G. Haaga, Jr., Executive Vice
President
Capital Research and Management Company
CUSIP: 302182100 Page 5 of 7
Date: January 10, 2006
Signature: *Paul G. Haaga, Jr.
Name/Title: Paul G. Haaga, Jr., Senior Vice President
The Growth Fund of America, Inc.
*By /s/ James P. Ryan
James P. Ryan
Attorney-in-fact
Signed pursuant to a Power of Attorney dated January 10,
2005 included as an Exhibit to Schedule 13G filed with
the Securities and Exchange Commission by Capital
Research and Management Company on August 16, 2005 with
respect to Advanced Energy Industries.
CUSIP: 302182100 Page 6 of 7
AGREEMENT
Los Angeles, CA
January 10, 2006
Capital Research and Management Company ("CRMC") and The Growth Fund
of America, Inc. ("GFA") hereby agree to file a joint statement on
Schedule 13G under the Securities Exchange Act of 1934 (the "Act") in
connection with their beneficial ownership of Common Stock issued by
Express Scripts, Incorporated.
CRMC and GFA state that they are each entitled to individually use
Schedule 13G pursuant to Rule 13d-1(c) of the Act.
CRMC and GFA are each responsible for the timely filing of the
statement and any amendments thereto, and for the completeness and
accuracy of the information concerning each of them contained therein
but are not responsible for the completeness or accuracy of the
information concerning the others.
CAPITAL RESEARCH AND MANAGEMENT COMPANY
BY: *Paul G. Haaga, Jr.
Paul G. Haaga, Jr., Executive
Vice President
Capital Research and Management
Company
THE GROWTH FUND OF AMERICA, INC.
BY: *Paul G. Haaga, Jr.
Paul G. Haaga, Jr., Senior Vice
President
The Growth Fund of America,
Inc.
*By /s/ James P. Ryan
James P. Ryan
Attorney-in-fact
Signed pursuant to a Power of Attorney dated January 10, 2005
included as an Exhibit to Schedule 13G filed with the Securities
and Exchange Commission by Capital Research and Management Company
on August 16, 2005 with respect to Advanced Energy Industries.
CUSIP: 302182100 Page 7 of 7