(EXPRESS SCRIPTS LOGO)
    
    (MEDCO LOGO)
 Express Scripts and Medco Health Solutions Sign Definitive Merger Agreement;
Medco Shareholders to Receive $29.1 Billion
 Combined company will lead the effort to lower costs of prescription medicines for American
families and provide benefits to businesses in a globally-competitive marketplace
 §
    
    Addresses the national mandate for more affordable, higher quality healthcare§
    
    Merged company will advance healthcare through innovation and an unwavering
alignment with clients
 ST. LOUIS, MO and FRANKLIN LAKES, NJ (July 21)




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Driving Out Pharmacy-Related Waste Creates Value for the Nations Employers, Health Plans, Unions and Government Agencies
  
    
    Generating greater cost savings for patients and plan sponsors
    
    Creating more efficiency in the supply chain
    
    Closing gaps in care and achieving greater adherence through our combined behavioral and
clinical approach
    
    Utilizing our collective expertise to better manage the cost and care associated with
specialty medications
    
    Optimizing our ability to respond to an increasingly complex Medicare and Medicaid
environment
    
    Enhancing mail pharmacy technology to optimize patient care and satisfaction
    
    Accelerating the research, development and deployment of trend management solutions to
address inefficiencies in the marketplace




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
    
    Continuing to advance evidence-based and safety solutions for innovative pharmaceuticals
and biosimilars
    
    Advancing our efforts against fraud, waste and abuse
    
    Attracting other leading healthcare entities to collaborate on next-generation solutions
 Continuing a Legacy of Consumer Advocacy
   Market Dynamics / Competition
  Terms of the Transaction




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Financial Considerations
  Advisors
  Conference Call/Webcast
  www.express-scripts.com
  Express Scripts Media Contacts
 bhenry@express-scripts.com




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dwhitrap@express-scripts.com
 Express Scripts Investor Contacts
 investor.relations@express-scripts.com
 Medco Health Solutions Media Contact
 lowell_weiner@medco.com
 Medco Health Solutions Investor Contact
 
 About Express Scripts
 ®
 www.consumerology.com
 About Medco Health Solutions




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the worlds most advanced pharmacy ® Medco making medicine smarter
 th Fortune
 www.medcohealth.com
 EXPRESS SCRIPTS FORWARD LOOKING STATEMENTS
    §
    
    Our ability to remain profitable in a very competitive marketplace is dependent upon our
ability to attract and retain clients while maintaining our margins, to differentiate our
products and services from others in the marketplace, and to develop and cross sell new
products and services to our existing clients;§
    
    Our failure to anticipate and appropriately adapt to changes in the rapidly
changing health care industry;




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§
    
    Changes in applicable laws or regulations, or their interpretation or enforcement,
or the 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 alter
healthcare financing practices;§

    
    Changes relating to our participation in Medicare Part D, the loss of Medicare Part D
eligible members, or our failure to otherwise execute on our strategies related to Medicare
Part D;§
    
    A failure in the security or stability of our technology infrastructure, or the
infrastructure of one or more of our key vendors, or a significant failure or disruption in
service within our operations or the operations of such vendors;§
    
    Our failure to effectively execute on strategic transactions, or to integrate or achieve
anticipated benefits from any acquired businesses;§
    
    The termination, or an unfavorable modification, of our relationship with one or more
key pharmacy providers, or significant changes within the pharmacy provider marketplace;§
    
    The termination, or an unfavorable modification, of our relationship with one or more
key pharmaceutical manufacturers, or the significant reduction in payments made or
discounts provided by pharmaceutical manufacturers;§

    
    Changes in industry pricing benchmarks;§
    
    Results in pending and future litigation or other proceedings which would subject us to
significant monetary damages or penalties and/or require us to change our business
practices, 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 other
business purposes, and the terms and our required compliance with covenants relating to our
indebtedness; our failure to attract and retain talented employees, or to manage succession
and retention for our Chief Executive Officer or other key executives;
 TRANSACTION-RELATED FACTORS




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§
    
    Uncertainty as to whether Express Scripts, Inc. (Express Scripts) will be able to
consummate the transaction with Medco Health Solutions, Inc. (Medco) on the terms set forth
in 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 transaction
with Medco;§
    
    Failure to realize the anticipated benefits of the transaction, including as a result of
a delay in completing the transaction or a delay or difficulty in integrating the
businesses of Express Scripts and Medco;§
    
    Uncertainty as to the long-term value of Express Scripts Holding Company (currently
known as Aristotle Holding, Inc.) common shares;§
    
    Limitation on the ability of Express Scripts and Express Scripts Holding Company to
incur 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 Medco
for the transaction.
  MEDCO FORWARD-LOOKING STATEMENT




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
    
    Competition in the PBM, specialty pharmacy and broader healthcare industry is intense
and could impair our ability to attract and retain clients.
    
    Failure to retain key clients and their members, either as a result of economic
conditions, increased competition or other factors, could result in significantly decreased
revenues, harm to our reputation and decreased profitability;
    
    Government efforts to reduce healthcare costs and alter healthcare financing practices
could lead to a decreased demand for our services or to reduced profitability;
    
    Failure in continued execution of our retiree strategy, including the potential loss of
Medicare Part D-eligible members, could adversely impact our business and financial
results;
    
    If we or our suppliers fail to comply with complex and evolving laws and regulations
domestically and internationally, we could suffer penalties, be required to pay substantial
damages and/or make significant changes to our operations;
    
    If we do not continue to earn and retain purchase discounts, rebates and service fees
from manufacturers at current levels, our gross margins may decline;
    
    From time to time we engage in transactions to acquire other companies or businesses and
if we are unable to effectively integrate acquired businesses into ours, our operating
results may be adversely affected. Even if we are successful, the integration of these
businesses has required, and will likely continue to require, significant resources and
management attention;
    
    New legislative or regulatory initiatives that restrict or prohibit the PBM industrys
ability to use patient identifiable information could limit our ability to use information
critical to the operation of our business;
    
    Our Specialty Pharmacy business is dependent on our relationships with a limited number
of suppliers and our clinical research services are dependent on our




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relationships with a
limited number of clients. As such, the loss of one or more of these relationships, or
limitations on our ability to provide services to these suppliers or clients, could
significantly impact our ability to sustain and/or improve our financial performance;
    
    Our ability to grow our Specialty Pharmacy business could be limited if we do not expand
our existing base of drugs or if we lose patients;
    
    Our Specialty Pharmacy business, certain revenues from diabetes testing supplies and our
Medicare Part D offerings expose us to increased billing, cash application and credit
risks. Additionally, current economic conditions may expose us to increased credit risk;
    
    Changes in reimbursement, including reimbursement for durable medical equipment, could
negatively affect our revenues and profits;
    
    Prescription volumes may decline, and our net revenues and profitability may be
negatively impacted, if the safety risk profiles of drugs increase or if drugs are
withdrawn from the market, including as a result of manufacturing issues, or if
prescription drugs transition to over-the-counter products;
    
    Demand for our clinical research services depends on the willingness of companies in the
pharmaceutical and biotechnology industries to continue to outsource clinical development
and on our reputation for independent, high-quality scientific research and evidence
development;
    
    PBMs could be subject to claims under ERISA if they are found to be a fiduciary of a
health benefit plan governed by ERISA;
    
    Pending litigation could adversely impact our business practices and have a material
adverse effect on our business, financial condition, liquidity and operating results;
    
    Changes in industry pricing benchmarks could adversely affect our financial performance;
    
    We are subject to a corporate integrity agreement and noncompliance may impede our
ability to conduct business with the federal government;
    
    The terms and covenants relating to our existing indebtedness could adversely impact our
financial performance and liquidity;
    
    We may be subject to liability claims for damages and other expenses not covered by
insurance;




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
    
    The success of our business depends on maintaining a well-secured pharmacy operation and
technology infrastructure. Additionally, significant disruptions to our infrastructure or
any of our facilities due to failure to execute security measures or failure to execute
business continuity plans in the event of an epidemic or pandemic or some other
catastrophic event could adversely impact our business;
    
    Business process and technology infrastructure improvements associated with our agile
enterprise initiative may not be successfully or timely implemented or may fail to operate
as designed and intended, causing the Companys performance to suffer;
    
    We may be required to record a material non-cash charge to income if our recorded
intangible assets or goodwill are impaired, or if we shorten intangible asset useful lives;
    
    We are subject to certain risks associated with our international operations; and
    
    Anti-takeover provisions of the Delaware General Corporation Law, our certificate of
incorporation and our bylaws could delay or deter a change in control and make it more
difficult to remove incumbent officers and directors.
    
    Express Scripts and Medco may be unable to obtain stockholder or regulatory approvals
required for the merger or may be required to accept conditions that could reduce the
anticipated benefits of the merger as a condition to obtaining regulatory approvals;
    
    The length of time necessary to consummate the proposed merger may be longer than
anticipated; problems may arise in successfully integrating the businesses of Express
Scripts and Medco;
    
    The proposed merger may involve unexpected costs;
    
    The businesses may suffer as a result of uncertainty surrounding the proposed merger;
and
    
    The industry may be subject to future risks that are described in SEC reports filed by
Express Scripts and Medco.




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ADDITIONAL INFORMATION AND WHERE TO FIND IT
 www.sec.gov
     PARTICIPANTS IN THE SOLICITATION




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