**Was the recent loss of high profile clients a motivating factor in Medco’s decision to enter into this transaction?****•** Medco has strong fundamentals, and its board agreed to this combination because itrepresents a tremendous opportunity to maximize shareholder value. **•** It was important to Medco to receive more than half of its consideration in stock, alongwith board representation, so that its shareholders would receive the future benefits of thesuccessful organization.**Who approached whom?****•** The two parties have, from time to time, discussed various possibilities. Medco’s andExpress Scripts’ CEOs agreed that now would be the best time to complete the combination giventhe dynamic nature of the industry and the substantial shareholder value that would result. **•** The merger with Medco will build on our legacy of innovation, alignment with our clients,and an unwavering commitment to making medicine safer and more affordable for Americanfamilies.**What do you expect Medco client attrition to be? Will some of their some clients move to other PBM service providers?****•** We expect Medco to remain focused on maintaining the stability of its relationships,consistent with its past performance. **•** We are confident that our respective clients will benefit from combining our complementarycapabilities. **•** While it is possible that some clients may decide to do business with one of the many otherPBM service providers, we hope that our clients will recognize that this combination willbring significant benefits to them.**Will there be changes to the Medco management? Board?****•** The corporate headquarters for the merged company will be located in St. Louis, MO, and theExpress Scripts executive leadership will remain. **•** Medco will be represented by two seats on the Board of Directors of the combined companyafter closing.**What are your plans for integration? How long will it take?****•** It is too early to discuss specifics on the integration process. **•** However, Express Scripts has a very successful track record of integrating organizations,which is based on our philosophy of combining the best processes and brightest people for thebenefit of our clients. This merger will be no different. The process will be undertaken in athoughtful way to best position the future company. **•** We will have more information on the integration process between now and when thetransaction closes.**Do you anticipate current client disruption through the integration process?****•** As with Express Scripts’ past integrations, we have a dedicated team leading the day-to-dayprocess, while trying to ensure the most seamless experience for clients possible. **•** We anticipate many questions from our customers, and our world-class Sales and AccountManagement team will satisfactorily address their concerns. **•** Our model of alignment has served clients well over the years, and we have createdtremendous value by driving out waste.**2**| Page
 

 
**How will this combination benefit clients and patients?****•** Our combined company will accelerate efforts to promote greater efficiencies in thehealthcare system and better protect American families from the rising costs of prescriptionmedicine. At the same time, we will improve care, expand access, and further enhance theoverall member experience. **•** Collectively, we have distinguished ourselves in the areas of clinical, specialty,research, pharmacogenomics, the behavioral sciences, pharmacy technology, account managementand overall patient services, and we believe our respective clients and patients will benefitfrom our complementary capabilities.**How does your business model impact small pharmacies?****•** Our goal is to make sure patients have access to the medications they need at the bestpossible price in all settings. We work closely with retail pharmacies of every size tonegotiate contracts that are beneficial to all parties. **•** Today**,**independent pharmacies manage 25 percent of our overall volume. They are a criticalcomponent of the delivery of care, especially in rural markets. We will continue to supportthe growth and expansion of independent pharmacies in our networks. **•** We have helped small pharmacies adopt the processes that make their businesses moreefficient and cost-effective.**Do you encourage members to use your own mail-order facilities instead of retail pharmacies?****•** Plan sponsors decide the role that our home delivery pharmacies will play in their benefitdesign. **•** Our home delivery pharmacy is the safest, most affordable, and clinically superior methodof receiving maintenance medications for chronic diseases such as diabetes, high bloodpressure and high cholesterol. **•** Research shows that members using mail-order facilities have an absolute 8%-10% increase intheir rate of medication adherence, which results in improved health outcomes and lowermedical bills. **•** Regardless of plan design, all acute medications, such as antibiotics and painkillers, areavailable at retail pharmacies. **•** Our newest product suite — Select Solutions — enables members to choose if they want touse retail pharmacies or home delivery. **•** Our overall goal is to reduce healthcare costs, and we are hopeful that our mail-orderfacilities continue to play a key role in that regard.**Will there be any impact on drug pricing?****•** We expect to create more efficiencies in our supply chain. **•** We remain committed to protecting people from the rising cost of prescription medicines. **•** The two organizations will continue our commitment to manage out pharmacy-related waste.**Will there be any impact on the continuity of drug availability or drug access?****•** There will be no disruption to the accessibility or availability of drugs.**•** We continue to fulfill our clients’ access requirements.**How will employees be affected?****•** Nothing will change in the immediate term as a result of this deal. The transaction isexpected to close within 12 months. We will continue to operate independently as two separatecompanies until the transaction closes.**3**| Page
 

 
**•** The combined company will draw on the expertise of two accomplished and innovativeorganizations. **•** Express Scripts’ successful track record of integrating companies is based on a philosophyof blending the best processes and the brightest people for the benefit of our clients. **•** It is too early to comment on the integration of the two companies. As we move toward theclose of this transaction, a team will be formed to plan how to optimally integrate thecompanies. **•** As is consistent with The *Express*Way values, we are committed to treating all employeesfairly and keeping them informed about the merger and resulting changes as decisions are made.**Will any Express Scripts or Medco facilities be impacted by the transaction?****•** It is premature to comment at this point. We will conduct a thorough analysis of our globalcapabilities to determine the needs of the business and ensure we are best positioned to servepatients and clients while maintaining a competitive cost structure.**How many jobs will be affected as a result of this combination? Will any workforce reductions be implemented equally at both companies?****•** It is premature to comment at this point. We will conduct a thorough analysis of ourworkforce, taking into account the needs of each business and each marketplace, to ensure weare best positioned to serve our customers’ and patients’ needs, while achieving a competitivecost structure. **•** The combined company will draw on the expertise of two accomplished and innovativeorganizations. **•** Express Scripts’ successful track record of integrating companies is based on a philosophyof blending the best processes and the brightest people for the benefit of our clients. **•** As is consistent with The *Express*Way values, we are committed to treating all employeesfairly and keeping them informed about the transaction and resulting changes as decisions aremade.**What does this deal mean for unions?****•** Our relationship with unions has historically been very positive. We support unions andunderstand the mutual benefits derived through unionization and collective bargaining. **•** Unions are important stakeholders to both Express Scripts and Medco. Many of our employeesand clients are represented by unions. **•** It is too early to comment on how the companies will eventually be integrated. **•** Express Scripts has never experienced a work stoppage due to strike. **•** All three of Express Scripts’s major construction projects in the St. Louis area were 100%union-built — a total of 718,682 square feet and 1.4 million man-hours since 2006. Our fourthfacility, a 225,000 square-foot office and technology center, is now under 100% unionconstruction.**How do the capabilities of Medco and Express Scripts complement each other?****•** Both organizations have distinguished themselves with their complementary capabilities in:clinical, specialty, research, the behavioral sciences, pharmacy technology, accountmanagement and overall patient service. **•** The combination with Medco will build on our legacy of innovation, alignment with ourclients, and an unwavering commitment to making medicine safer and more affordable forAmerican families.**What impact will this merger have in the near term? How quickly will the integration progress after closing?****•** In the near term, the two companies will continue to compete until the transaction isapproved and finalized, which we believe will happen in the first half of 2012.**4**| Page
 

 
**•** It’s too early in the process to establish our integration timetable. At the appropriatetime, we will enter into a thoughtful and thorough integration planning process so that wewill be well positioned to bring together our two organizations for the benefit of ouremployees, clients and shareholders. **•** We will share more information on this topic as soon as we are able.**Are you concerned about entering into this transaction with so much remaining uncertainty regarding healthcare reform?****•** The American people want to have better access to affordable, quality healthcare forthemselves and their families. Federal and state governments as well as the private sector areall seeking these same benefits. We believe companies like ours have the opportunity as wellas the responsibility to provide the leadership and resources required to drive out the wastein healthcare and provide the best care in the world.**How will you reconcile the separate contracts Express Scripts and Medco have with various vendors?****•** FTC rules prevent us from having access to specific information about Medco’s contracts andrelationships. Medco and Express Scripts remain two independent companies until thetransaction is approved and finalized.**What mechanisms have been put in place to identify and retain Express Scripts’ and Medco’s key talent?****•** We believe the combined company will offer tremendous opportunities for all employees.Express Scripts recognizes that Medco has talented personnel, and that is part of what makesthis combination attractive. **•** Our successful track record of integrating organizations is based on a philosophy of takingbest in breed and combining them for the benefit of our clients. **•** The combined company will draw on the expertise of two world-class organizations.*FORWARD LOOKING STATEMENTS***Cautionary Note Regarding Forward-Looking Statements**This material may include forward-looking statements, both with respect to us and our industry,that reflect our current views with respect to future events and financial performance. Statementsthat include the words “expect,” “intend,” “plan,” “believe,” “project,” “anticipate,” “will,”“may,” “would” and similar statements of a future or forward-looking nature may be used to identifyforward-looking statements. All forward-looking statements address matters that involve risks anduncertainties, many of which are beyond our control. Accordingly, there are or will be importantfactors that could cause actual results to differ materially from those indicated in suchstatements and, therefore, you should not place undue reliance on any such statements. We believethat these factors include, but are not limited to, the following:*STANDARD OPERATING FACTORS* **■** Our ability to remain profitable in a very competitive marketplace is dependent upon ourability to attract and retain clients while maintaining our margins, to differentiate ourproducts and services from others in the marketplace, and to develop and cross sell newproducts and services to our existing clients;  **■** Our failure to anticipate and appropriately adapt to changes in the rapidly changinghealth care industry;  **■** Changes in applicable laws or regulations, or their interpretation or enforcement, orthe enactment of new laws or regulations, which apply to our business practices (past,present or future) or require us to spend significant resources in order to comply;  **■** Changes to the healthcare industry designed to manage healthcare costs or alterhealthcare financing practices;  **■** Changes relating to our participation in Medicare Part D, the loss of Medicare Part Deligible members, or our failure to otherwise execute on our strategies related to MedicarePart D;  **■** A failure in the security or stability of our technology infrastructure, or theinfrastructure of one or more of our key vendors, or a significant failure or disruption inservice within our operations or the operations of such vendors;**5**| Page
 

 
 **■** Our failure to effectively execute on strategic transactions, or to integrate or achieveanticipated benefits from any acquired businesses;  **■** The termination, or an unfavorable modification, of our relationship with one or morekey pharmacy providers, or significant changes within the pharmacy provider marketplace;  **■** The termination, or an unfavorable modification, of our relationship with one or morekey pharmaceutical manufacturers, or the significant reduction in payments made ordiscounts provided by pharmaceutical manufacturers;  **■** Changes in industry pricing benchmarks;  **■** Results in pending and future litigation or other proceedings which would subject us tosignificant monetary damages or penalties and/or require us to change our businesspractices, or the costs incurred in connection with such proceedings;  **■** Our failure to execute on, or other issues arising under, certain key client contracts;  **■** The impact of our debt service obligations on the availability of funds for otherbusiness purposes, and the terms and our required compliance with covenants relating to ourindebtedness; our failure to attract and retain talented employees, or to manage successionand retention for our Chief Executive Officer or other key executives;*TRANSACTION-RELATED FACTORS* **■** Uncertainty as to whether Express Scripts, Inc. (Express Scripts) will be able toconsummate the transaction with Medco Health Solutions, Inc. (Medco) on the terms set forthin the merger agreement;  **■** The ability to obtain governmental approvals of the transaction with Medco;  **■** Uncertainty as to the actual value of total consideration to be paid in the transactionwith Medco;  **■** Failure to realize the anticipated benefits of the transaction, including as a result ofa delay in completing the transaction or a delay or difficulty in integrating thebusinesses of Express Scripts and Medco;  **■** Uncertainty as to the long-term value of Express Scripts Holding Company (formerly knownas Aristotle Holding, Inc.) common shares;  **■** Limitation on the ability of Express Scripts and Express Scripts Holding Company toincur new debt in connection with the transaction;  **■** The expected amount and timing of cost savings and operating synergies; and  **■** Failure to receive the approval of the stockholders of either Express Scripts or Medcofor the transaction.The foregoing review of important factors should not be construed as exhaustive and should be readin conjunction with the other cautionary statements that are included herein and elsewhere,including the risk factors included in Express Scripts’ most recent reports on Form 10-K and Form10-Q and the risk factors included in Medco’s most recent reports on Form 10-K and Form 10-Q andother documents of Express Scripts, Express Scripts Holding Company and Medco on file with theSecurities and Exchange Commission (“SEC”). Any forward-looking statements made in this materialare qualified in their entirety by these cautionary statements, and there can be no assurance thatthe actual results or developments anticipated by us will be realized or, even if substantiallyrealized, that they will have the expected consequences to, or effects on, us or our business oroperations. Except to the extent required by applicable law, we undertake no obligation to updatepublicly or revise any forward-looking statement, whether as a result of new information, futuredevelopments or otherwise.ADDITIONAL INFORMATION AND WHERE TO FIND ITThis communication is not a solicitation of a proxy from any stockholder of Express Scripts, Medcoor Express Scripts Holding Company. In connection with the Agreement and Plan of Merger amongMedco, Express Scripts, Express Scripts Holding Company, Plato Merger Sub Inc. and Aristotle MergerSub, Inc. (the “Merger”), Medco, Express Scripts and Express Scripts Holding Company, intend tofile relevant materials with the SEC, including a Registration Statement on Form S-4 filed byExpress Scripts Holding Company that will contain a joint proxy statement/prospectus. INVESTORSAND SECURITY HOLDERS ARE URGED TO READ THESE MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILLCONTAIN IMPORTANT INFORMATION ABOUT MEDCO, EXPRESS SCRIPTS, EXPRESS SCRIPTS HOLDING COMPANY AND THEMERGER. The Form S-4, including the joint proxy statement/prospectus, and other relevant materials(when they become available), and any other documents filed by Express Scripts, Express ScriptsHolding Company or Medco with the SEC, may be obtained free of charge at the SEC’s web site atwww.sec.gov. In addition, investors and security holders may obtain free copies of the documentsfiled with the SEC by directing a written request to:Mackenzie Partners, Inc.