The Audit Committee's Report for 2002 follows.

Audit Committee's Report

The Board of Directors and the Audit Committee dismissed Arthur Andersen LLP as the Company's independent public accountants in February 2002 and engaged PricewaterhouseCoopers LLP to serve as the Company's independent public accountants for the fiscal year 2002. The Audit Committee, comprised of independent directors, met with the independent public accountants, management and internal auditors to assure that all were carrying out their respective responsibilities. The Audit Committee discussed with and received a letter from the independent public accountants confirming their independence. Both the independent public accountants and the internal auditors had full access to the Committee, including regular meetings without management present.

The Audit Committee met with the independent public accountants to discuss their fees and the scope and results of their audit work, including the adequacy of internal controls and the quality of financial reporting. The Committee also discussed with the independent public accountants their judgments regarding the quality and acceptability of the Company's accounting principles, the clarity of its disclosures and the degree of aggressiveness or conservatism of its accounting principles and underlying estimates. The Audit Committee reviewed and discussed the audited financial statements with management and recommended to the Board of Directors that these financial statements be included in the Company's Form 10-K filing with the Securities and Exchange Commission.

Audit Committee
Heidi G. Miller Chairperson
Lawrence A. Bossidy       Thomas E. Shenk Samuel O. Thier

As part of its duties, the Audit Committee also considered whether the provision of services other than audit services during fiscal year 2002 by PricewaterhouseCoopers LLP, the Company's independent public accountants for that period, is compatible with maintaining the accountants' independence. See All Other Fees below.

Fees for all services provided by PricewaterhouseCoopers LLP for fiscal year 2002 are as follows:

Audit Fees

Fees for services provided by PricewaterhouseCoopers LLP related to the 2002 annual financial statement audit and reviews of quarterly financial statements filed in the reports on Form 10-Q approximated $5.2 million.

Financial Information Systems Design and Implementation Fees

No services were provided by PricewaterhouseCoopers LLP in 2002 in connection with financial information systems design and implementation.

All Other Fees

Audit-Related Fees: Fees for audit-related services provided by PricewaterhouseCoopers LLP, primarily associated with Medco Health Solutions, Inc.'s Form S-1 registration statements, statutory audits and employee benefit plan audits, approximated $5.2 million.

Tax Fees: Fees for tax compliance approximated $0.50 million.

Other: Fees for other services approximated $0.60 million.