IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA UNITED STATES OF AMERICA, ET AL., ) ) Plaintiffs, ) ) vs. ) ) CVS HEALTH CORPORATION, ET AL., ) ) Defendants. ) ___________________________________) CV No. 18-2340 Washington, D.C. June 4, 2019 10:45 a.m. Day 1 Morning Session TRANSCRIPT OF MOTIONS HEARING BEFORE THE HONORABLE RICHARD J. LEON UNITED STATES SENIOR DISTRICT JUDGE APPEARANCES: For the United States: Jay D. Owen Scott I. Fitzgerald Jesus M. Alvarado-Rivera U.S. DEPARTMENT OF JUSTICE Antitrust Division 450 5th Street, NW Suite 8700 Washington, D.C. 20530 (202) 598-2987 jay.owen@usdoj.gov scott.fitzgerald@usdoj.gov jesus. alvarado-rivera@usdoj.gov Peter J. Mucchetti U.S. Department of Justice Antitrust Division Chief Healthcare and Consumer Products Section 450 5th Street, NW Suite 4100 Washington, D.C. 20530 (202) 353-4211 peter.j.mucchetti@usdoj.gov WilliamPZaremba@gmail.com APPEARANCES CONTINUED For the State of Florida: Lizabeth A. Brady OFFICE OF ATTORNEY GENERAL/FL PL-01, The Capitol Tallahassee, FL 32399-1050 (850) 414-3300 liz.brady@myfloridalegal.com For the State of California, Florida, Mississippi, Washington, Hawaii: Malinda Lee Office of the California Attorney General 300 S. Spring Street Suite 1702 Los Angeles, CA 90013 (213) 269-2663 Malinda.Lee@doj.ca.gov For Defendant CVS: Jonathan B. Pitt WILLIAMS & CONNOLLY LLP 725 12th St., NW Washington, D.C. 20005 (202) 434-5341 jpitt@wc.com Michael G. Cowie Rani A. Habash Michael H. McGinley DECHERT, LLP 1900 K Street, NW Washington, D.C. 20006 (202) 261-3481 rani.habash@dechert.com mike.cowie@dechert.com michael.mcginley@dechert.com WilliamPZaremba@gmail.com APPEARANCES CONTINUED: On behalf of Amicus American Medical Assn.: Henry C. Quillen WHATLEY KALLAS LLP 159 Middle Street Suite 2C Portsmouth, NH 03801 603-294-1591 hquillen@whatleykallas.com Henry S. Allen, Jr. AMERICAN MEDICAL ASSOCIATION 330 N. Wabash Chicago, IL 60611 (312) 464-4271 henry.allen@ama-assn.org On behalf of Amicus Consumer Action and U.S. PIRG: David A. Balto LAW OFFICE OF DAVID A. BALTO 8030 Ellingson Drive Chevy Chase, MD 20815 (202) 577-5424 david.balto@yahoo.com Andre P. Barlow DOYLE, BARLOW & MAZARD PLLC 1110 Vermont Avenue, NW Suite 715 Washington, D.C. 20005 (202) 589-1834 abarlow@dbmlawgroup.com On behalf of Amicus AIDS Healthcare Foundation: Joseph J. Aronica Christopher H. Casey Sean P. McConnell DUANE MORRIS LLP 505 Ninth Street, NW Suite 1000 Washington, D.C. 20004 (202) 776-7824 Jjaronica@duanemorris.com chcasey@duanemorris.com spmcconnell@duanemorris.com WilliamPZaremba@gmail.com APPEARANCES CONTINUED: Court Reporter: William P. Zaremba Registered Merit Reporter Certified Realtime Reporter Official Court Reporter U.S. Courthouse 333 Constitution Avenue, NW Room 6511 Washington, D.C. 20001 (202) 354-3249 Proceedings recorded by mechanical stenography; transcript produced by computer-aided transcription WilliamPZaremba@gmail.com - - WITNESS INDEX - - WITNESSES DIRECT CROSS REDIRECT RECROSS AMICI'SS: NEERAJ SOOD 13 WilliamPZaremba@gmail.com 6 P R O C E E D I N G S 1 2 DEPUTY CLERK: All rise. The United States 3 District Court for the District of Columbia is now in 4 session, the Honorable Richard J. Leon presiding. 5 the United States and this Honorable Court. 6 seated and come to order. 7 God save Please be The matter before the court is Civil Action 8 No. 18-2340, the United States of America, et al., versus 9 CVS Health Corporation, et al. 10 11 12 Counsel, please come forward and state your names for the record. MR. OWEN: Good morning, Your Honor. 13 representing the United States. 14 THE COURT: 15 MR. FITZGERALD: 16 Welcome. THE COURT: 18 MR. MUCCHETTI: Welcome. Good morning, Your Honor. Peter Mucchetti on behalf of the United States. 20 THE COURT: 21 MR. ALVARADO: 22 Good morning, Your Honor. Scott Fitzgerald, also on behalf of the United States. 17 19 Jay Owen Welcome. Good day, Your Honor. Jesus M. Alvarado-Rivera on behalf of the United States. 23 THE COURT: 24 MR. OWEN: 25 THE COURT: Are you all antitrust division? Yes, Your Honor. How many have you got here? WilliamPZaremba@gmail.com 7 1 MR. OWEN: 2 THE COURT: 3 There will be four of us at the table. Well, the rest can sit down. need all of these people entering an appearance. 4 MR. OWEN: 5 THE COURT: 6 Are you antitrust, too? 7 MS. BRADY: 8 These are not all United States. No. I appreciate that. I'm not with the United States. I'm with the state of Florida. 9 THE COURT: 10 enter an appearance. 11 MS. BRADY: 12 We don't State of Florida? All right. Well, Lizabeth Brady with the State of Florida, Attorney General's Office. 13 THE COURT: 14 MS. LEE: Great. Malinda Lee on behalf of Plaintiff State 15 of California, on behalf of all plaintiff states, which 16 include California, Florida, Mississippi, Washington, and 17 Hawaii. 18 THE COURT: 19 MR. PITT: Welcome. Good morning, Your Honor. 20 Jonathan Pitt from Williams & Connolly, representing 21 CVS Health. 22 THE COURT: Welcome. 23 MR. COWIE: Good morning, Your Honor. 24 25 Michael Cowie from Dechert on behalf of CVS Health. THE COURT: Welcome. WilliamPZaremba@gmail.com 8 1 2 MR. HABASH: Good morning, Your Honor. Rani Habash from Dechert on behalf of CVS Health. 3 THE COURT: 4 MR. McGINLEY: 5 Welcome. Good morning, Your Honor. Michael McGinley from Dechert on behalf of CVS Health. 6 THE COURT: 7 MR. QUILLEN: Welcome. Good morning, Your Honor. 8 Henry Quillen from Whatley Kallas on behalf of the American 9 Medical Association. 10 THE COURT: Welcome. 11 MR. ALLEN: Good morning, Your Honor. 12 Henry Allen for The American Medical Association. 13 THE COURT: Welcome. 14 MR. BALTO: Good morning, Your Honor. David Balto 15 on behalf of Consumer Action and the United States Public 16 Interest Research Group. 17 THE COURT: 18 MR. BARLOW: 19 Welcome. Good morning, Your Honor. Andre Barlow on behalf of Consumer Action and U.S. PIRG. 20 THE COURT: 21 MR. ARONICA: Welcome. Good morning, Judge. Joe Aronica 22 From Duane Morris on behalf of the AIDS Healthcare 23 Foundation. 24 THE COURT: Welcome. 25 MR. CASEY: Good morning, Your Honor. WilliamPZaremba@gmail.com Chris Casey 9 1 from Duane Morris on behalf of the AIDS Healthcare 2 Foundation. 3 THE COURT: 4 MR. McCONNELL: Welcome. Good morning, Your Honor. 5 Sean McConnell from Duane Morris on behalf of the AIDS 6 Healthcare Foundation. 7 THE COURT: 8 (Pause) 9 THE COURT: 10 Welcome. All right, Counsel. We're here to hear the testimony of the first witness, Dr. Sood. 11 Who will be presenting him? 12 MR. OWEN: 13 matter for the United States. 14 THE COURT: 15 Counsel, one counsel for the amici. 16 (Bench conference) 17 THE COURT: 18 MR. OWEN: Your Honor, if I may, one preliminary You can approach. What's your issue? Your Honor, we appreciate that the 19 Court has already ruled on several evidentiary motions prior 20 to this matter. 21 the specific questions -- 22 23 But in order to reflect the record and note THE COURT: "In order to reflect the record"? What's that mean? 24 MR. OWEN: 25 In order to keep the record clear -- I'm sorry, Your Honor. WilliamPZaremba@gmail.com 10 1 THE COURT: 2 What's your issue? 3 MR. OWEN: 4 5 6 The record is clear right now. The United States would like to object to particular questions in certain categories -THE COURT: There will be no objections. You're not here for that purpose. 7 Have you got anything else? 8 MR. OWEN: 9 THE COURT: No, Your Honor. Thank you. 10 (Open court) 11 THE COURT: 12 He can be sworn. 13 DEPUTY CLERK: 14 (Witness is placed under oath.) 15 DEPUTY CLERK: 16 THE COURT: 17 Dr. Sood, before you start, you need to understand Dr. Sood, come on up. Raise your right hand. Please be seated. All right. 18 something: 19 many, many years ago, maybe 50. 20 as slide decks back then. 21 This is not a USC classroom. I went to college There was no such a thing When I had the AT&T trial last year, I learned 22 about slide decks and how they've permeated not only 23 America's universities but corporate boardrooms as well. 24 25 Your testimony today will not be by slide deck. We're not going to use any of the slide decks. WilliamPZaremba@gmail.com He's going 11 1 to ask you questions -- 2 This is old school. 3 questions. 4 ability. 5 He's going to ask you You're going to give answers to the best of your And I might have some questions for you. 6 I'm sure I will have some questions for you. 7 first point. In fact, That's the 8 The second point is, if you have something of this 9 type, which was in your previous filing, that can be used to 10 11 12 help explain whatever it is you've got to explain. But slide decks, no, we don't testify by slide decks, okay? 13 THE WITNESS: 14 THE COURT: 15 When you're ready to proceed, you may proceed. 16 MR. QUILLEN: 17 THE COURT: Yes, sir. All right. Thank you. And, by the way, you and both sides 18 can use leading questions. 19 attention. 20 It will help focus his This is not an adversarial proceeding. I want to remind those in the audience, using 21 electronic equipment will be the grounds for being held in 22 contempt of court, and I'll deal with you directly. 23 I don't want to have any instance of electronic 24 equipment on, and that includes counsel's table. 25 phones on, no laptops on. WilliamPZaremba@gmail.com No cell 12 1 This proceeding is on the record; there is a 2 record of it and there will be a record of it for all to 3 see. 4 Whenever you're ready. 5 MR. QUILLEN: 6 And the presentation you were referring to does 7 have a handful of slides of the nature you just described 8 that would be useful for the witness to refer to, so may I 9 bring the -- 10 THE COURT: 11 MR. QUILLEN: 12 THE COURT: 13 needs water? Thank you, Your Honor. You can give him that. -- presentation? Does the witness have any water if he Did you bring him water? 14 Do you have some water? 15 Someone will bring it to you. 16 Sit down, Doctor. Relax. 17 THE WITNESS: 18 THE COURT: Thank you. And just to look ahead a little bit 19 here, we're going to go to 12:15 for the first segment. 20 has two hours budgeted, so we probably won't finish him this 21 morning. 22 afterwards and we'll hear the rest of his testimony, then 23 the other two witnesses' testimony today. 24 25 He We'll take a luncheon break, and we'll come back We will not get to the witnesses for CVS and the Department of Justice that they have -- and Aetna. WilliamPZaremba@gmail.com We will 13 1 not get to them today, all right? 2 overview of where we're going. 3 MR. QUILLEN: 4 THE COURT: Just so you have a little Thank you, Your Honor. Go right ahead. 5 - - - 6 DIRECT EXAMINATION 7 - - - 8 NEERAJ SOOD, WITNESS FOR THE AMICUS AMERICAN MEDICAL 9 ASSOCIATION, HAVING BEEN DULY SWORN, TESTIFIED AS FOLLOWS: 10 11 12 13 14 DIRECT EXAMINATION BY MR. QUILLEN: Q Dr. Sood, could you give your full name for the record, please, and your academic position? A My name is Neeraj Sood, and I'm a professor of 15 health policy and economics at the Sol Price School of 16 Public Policy at U.S.C. 17 Q And what are some of your academic research 18 interests that are most relevant to what we're discussing 19 today? 20 A Sure. 21 So I have published more than 100 papers in health 22 policy and economics, and several of those papers are on the 23 Medicare market, as well as on the prescription drug market. 24 My recent paper on the pharmaceutical supply chain 25 was cited by the Council of Economic Advisers. WilliamPZaremba@gmail.com 14 1 I am on the editorial board or associate editor 2 and co-editor of several journals in my field, such as the 3 Journal of Health Economics, Journal of Policy Analysis and 4 Management and Health Services Research. 5 6 7 8 9 I'm also a research associate at NBER, which is a premier economic research organization. Q Broadly speaking, what subjects do you intend to testify about today? A So I want to answer one key question in today's 10 testimony, which is that: 11 PDP, or prescription drug plan, assets to WellCare, will 12 that divestiture restore competition to the pre-merger 13 levels? 14 Did the divestiture of Aetna's And once I've answered that question, I also want 15 to comment on some of the claimed efficiencies of this 16 transaction which were in the proposed testimony of other 17 witnesses. 18 Q Can you describe what a PDP is. 19 A Sure. 20 So a PDP, or a prescription drug plan, is a 21 standalone plan that only covers prescription drugs, and it 22 is offered to people who are eligible for Medicare. 23 So this is part of the Medicare Part D program. 24 25 And so unlike typical insurance where -- which would cover your hospital bills, your doctor bills, and your WilliamPZaremba@gmail.com 15 1 drugs, a PDP only covers drugs and only people in Medicare 2 are eligible for it. 3 4 5 6 7 Q In your opinion, what are some of the key features of the PDP market as it relates to the issues in this case? A So I think there are four key features of the PDP market that are relevant for this case. So the first thing, as I said, is, if you are 8 eligible for Medicare, then you are in the PDP market. 9 the consumers here are the elderly. So And the elderly 10 typically, since they're retired, have lower incomes, have 11 multiple health conditions. 12 So any potential harm in this market because of 13 this transaction is going to be borne by this one area of 14 the population. 15 The second important feature that we should 16 remember is that since the PDP market is part of Medicare, 17 Medicare or the government actually subsidizes PDP premiums, 18 and also subsidizes certain expenditures if beneficiaries 19 exceed certain expenditures. 20 So if they have more than, say, $5,000 in 21 expenditures on drugs, then the government kicks in and pays 22 for those drugs rather than the prescription drug plan. 23 what happens is, as a result of these subsidies, there is a 24 bunch of regulations that plans need to abide by. 25 So And this has two consequences for this market on WilliamPZaremba@gmail.com 16 1 how we think about this transaction. 2 increase in market power as a result of this transaction 3 would mean higher cost of subsidizing PDP coverage for the 4 government. 5 The first is that any And the second, given the subsidies in the 6 regulation, those create barriers to entry into this market. 7 So you just can't -- you know, it's not like opening a shop. 8 You have to plan much in advance. 9 capability of understanding all the government regulations 10 You have to have the and abiding by them if you want to enter this market. 11 THE COURT: 12 You made reference to prescription drug plans. 13 THE WITNESS: 14 THE COURT: 15 16 17 18 19 20 Now, hold on a second. Yes. Those are separate from the PDP, right? THE WITNESS: No. So prescription drug plan is the same as PDP. THE COURT: So how about people who are not on -- Medicare eligible, do they have prescription drug plans? THE WITNESS: So people who are not Medicare 21 eligible don't have prescription drug plans, so they would 22 either buy insurance on the health insurance exchanges, 23 which would be both covering your hospital and doctor 24 visits, as well as prescription drugs. 25 So PDP is only relevant to plans which are WilliamPZaremba@gmail.com 17 1 prescription drug only and only Medicare population is 2 eligible for them. 3 4 5 6 7 THE COURT: BY MR. QUILLEN: Q How would you describe the role of CVS and Aetna in the prescription drug plan market before the merger? A 8 9 Okay. Sure. So the other feature of the PDP market that is important is that the concentration in the PDP market has 10 been increasing over time. 11 in a market where prior mergers have already led to a 12 significant increase in market concentration. 13 And as you asked me that: 14 So this transaction is happening What is the role of Aetna and CVS in this market? 15 So Aetna and CVS both participate in the PDP 16 market. 17 region is either a state or a group of states. 18 and CVS, as well as WellCare, participate in all 34 PDP 19 geographic markets or regions. 20 The PDP market is divided into 34 regions. Each And Aetna And so what'll happen as a result of this 21 transaction is, we're going to lose Aetna as a competitor 22 from this market; that Aetna will no longer participate in 23 this market. 24 25 And this is significant for two reasons; first, Aetna has been a very strong competitor in this market, so WilliamPZaremba@gmail.com 18 1 their market share, from 2009 to 2018, increased from about 2 2 percent to 9 percent. 3 market share. 4 are losing a strong competitor from this market. 5 So that's a fourfold increase in So we are not only losing a competitor, we And the second thing is that the DOJ has 6 acknowledged that Aetna and CVS provide significant 7 head-to-head competition with each other, which means that 8 now, post this merger, that head-to-head competition would 9 be lost, which would be a loss for consumers. 10 11 12 13 14 BY MR. QUILLEN: Q Can you say more about the population that the PDP market serves? A Sure. So there are about 25 million people enrolled in 15 the PDP market. 16 The rest are eligible for Medicaid, not through their age 17 but through disability or some other way. 18 21 million of those are over the age of 65. Out of these 21 million people who are above the 19 age of 65, 10 million are actually above 75 years or older. 20 So this is a population with very advanced age. 21 29 percent of the population is eligible for 22 something called the low-income subsidy. 23 eligible for the low-income subsidy if your income is below 24 a certain threshold, which is about 150 percent of the 25 federal poverty line, or you qualify for other low-income So you become WilliamPZaremba@gmail.com 19 1 benefits such as the Medicaid program or the Supplemental 2 Security Income. 3 qualifies for the low-income subsidy. 4 So 29 percent of this population actually And even the remaining population is not very well 5 to do. 6 have -- they're not working right now, so they don't have a 7 source of income. 8 9 These are retired folks. They're not, they don't About 68 percent of not the PDP population but Medicare beneficiaries in general suffer from multiple 10 chronic conditions or multiple conditions. 11 hypertension and diabetes or -- you know, at least 12 two conditions. 13 So they have And within this population, the majority have four 14 or more health conditions simultaneously. 15 population in poor health, who are potentially low income, 16 of advanced age. 17 So this is a So any increase in market power that results in an 18 increase in premiums will be borne by this population, and 19 I think that is important to kind of keep in mind as we 20 think about this transaction. 21 THE COURT: 22 How much of that market, 25 million in that market, prior to the mergers being covered by Aetna? 23 THE WITNESS: 24 THE COURT: 25 And what percent was being covered by CVS? 9 percent. 9 percent? WilliamPZaremba@gmail.com 20 1 THE WITNESS: 2 THE COURT: 3 4 I think 24 percent. All right. Thank you. BY MR. QUILLEN: Q You mentioned that PDP markets are subsidized. 5 Can you talk more about the subsidy and how the costs break 6 down between the government and the enrollees? 7 8 9 10 11 A Sure. So what happens in the PDP market is plans are required to submit bids to the government on what they think their total costs or premiums would be. And what the government does is, takes all those 12 bids, calculates an average, and says that the government 13 will pay 75 percent of the average, and beneficiaries are 14 responsible for the remaining part of the premium. 15 level of subsidy for an average plan is about 75 percent. 16 So the In addition, if you are low income or you qualify 17 for the low-income subsidy, then the government subsidizes 18 premiums even more. 19 In fact, in each PDP region, there is a plan that 20 if you qualify for the low-income subsidy, your premiums as 21 a consumer would be zero. 22 And the third way the government subsidizes the 23 PDP plans is that if a beneficiary's expenditures exceed 24 what they call or are in the catastrophic zone, so they 25 exceed a certain threshold, that instead of the plan, now WilliamPZaremba@gmail.com 21 1 the government starts paying healthcare costs or 2 prescription drug costs for these consumers. 3 three ways that the government subsidizes PDPs. 4 So those are And any increase in market power in the PDP market 5 would mean higher costs of subsidizing those premiums or 6 those PDP market for the government. 7 8 9 10 11 12 Q for PDPs. A You mentioned that there are 34 geographic markets Are the same plans offered in each market? Yes. So there are 34 regions, and each region has a uniform choice of plans. So basically if I am in a given region, anyone in 13 a given region will have exactly the same choice of plans 14 within that region. 15 And that choice, that varies across regions. So 16 plans are deciding what, like their bids are going to be and 17 then in which of these 34 markets they want to operate. 18 THE COURT: 19 THE WITNESS: 20 THE COURT: 21 Let me ask you to stop there. Yes, sir. Now, who makes those decisions? Are those the PBMs? 22 THE WITNESS: 23 So the decision to operate in which market is made 24 by the health plan and not by the -- as far as I understand, 25 not by the PBM. No. WilliamPZaremba@gmail.com 22 1 2 The PBM's role is to help the health plan with benefit design, with negotiating with pharmacies. 3 THE COURT: 4 THE WITNESS: 5 And also negotiating with manufacturers for the 6 For the cost of the individual drugs? Yes. cost of the drugs. 7 THE COURT: 8 THE WITNESS: Okay. So what they're basically saying is 9 they design the health benefits or they decide how much cost 10 sharing or co-pays or co-insurance there will be for a given 11 drug in a given plan. 12 Then they decide for that given drug how much 13 reimbursement the plan will give to the pharmacy if someone 14 from the plan uses the drug. 15 And they also go to the manufacturer and say, Hey, 16 people in my plan are using this drug, you need to give me a 17 rebate, you need to give me a discount, which they will pass 18 on some of the discount back with the plan, and some of the 19 discount they might keep for themselves. 20 THE COURT: So they're setting prices that apply 21 not only to people under the PDP program, which is the 22 Medicare eligible, but the non-PDP people, right? 23 24 25 THE WITNESS: So PBMs operate in the non-PDP market also. THE COURT: That's right. WilliamPZaremba@gmail.com 23 1 THE WITNESS: 2 So they are setting -- in that sense, yeah, they 3 Yeah. are setting. 4 So what -- technically, the prices are -- for 5 drugs are set by the pharmaceutical company. 6 something called the list price of the drug, which is set by 7 the pharmaceutical company. 8 9 So there's But then the PBM goes to the pharmaceutical company and negotiates a rebate. And so the net price of 10 the drug is, in some sense, set by the PBM because the 11 net -- what the pharmaceutical firm gets is not the list 12 price but the list price less all rebates and concessions 13 they have offered either to the PBM. 14 offer concessions directly to consumers or to pharmacies. 15 16 THE COURT: And there's three PBMs that dominate the role of PBM nationwide, correct? 17 THE WITNESS: 18 THE COURT: 19 And sometimes they Yes, sir. They have 70, 75 percent of the market? 20 THE WITNESS: 21 THE COURT: 22 And CVS is the largest of the three? 23 THE WITNESS: 24 THE COURT: 25 About 70 percent of the market. About 70 percent of the market. Yes, sir. So they're setting the prices -- Aetna will now be using CVS's PBM for this purpose, correct? WilliamPZaremba@gmail.com 24 1 THE WITNESS: So, yes, Aetna already has, so prior 2 to the merger had an agreement with CVS to provide certain 3 PBM services to Aetna. 4 retained some of the PBM functions themselves. 5 6 And -- but Aetna also said that they So part of the services were being provided by CVS and part were being provided by Aetna. 7 And it is my understanding that post this merger, 8 everything is within the same firm; so in some sense, 9 everything is being provided by CVS. 10 11 BY MR. QUILLEN: Q And so to sum up, would it be fair to say that the 12 prices that the PBM passes on to a PDP are a major input in 13 the PDP's premiums? 14 A Yes. 15 So the PBM is a major provider of input. 16 So if you're thinking about establishing a 17 prescription drug plan, a lot of key functions are being 18 performed by the PBM. 19 So like to take a car example. It would be like 20 the engine is what the PBM is providing or the servicing of 21 the car is what the PBM is providing, because they are the 22 ones who are negotiating key contracts with manufacturers 23 and pharmacies. They're the ones who are deciding on 24 benefit design. So they -- and they also process claims. 25 So they play a major role. WilliamPZaremba@gmail.com 25 1 Q And the three PBMs that account for 70 percent of 2 the industry, do they all -- are they all part of companies 3 that offer PDPs? 4 A 5 Yes. So the three big PBMs are CVS; Express Scripts, 6 which owns Cigna; and Optum, which owns -- or Optum, which 7 is owned by United. 8 market. 9 Q And all of them are payers in the PDP So would it be accurate to say that WellCare now, 10 after the merger and divestiture, is a customer of CVS but 11 also a competitor of CVS and the corporations associated 12 with the other PBMs as well? 13 A 14 Yes, that would be accurate. So currently, CVS is the PBM for WellCare. So CVS 15 is providing these key inputs of PBM services to WellCare. 16 At the same time, CVS has its own PDP plans that 17 compete with WellCare. 18 So this would be, again, like to take the car 19 example, if Mercedes and Tesla were competing with each 20 other in the electric car market and the Mercedes electric 21 car actually had Tesla batteries or the Tesla electric 22 system, it's something similar to that. 23 Q Did that actually happen? 24 A That actually did happen in 2014. 25 But those cars were discontinued roughly two years WilliamPZaremba@gmail.com 26 1 later because, I think -- and now Mercedes is planning to 2 make its own batteries and its own electric system. 3 4 Q it. 5 6 Can you say a little bit more about the functions that a PBM provides for a PDP? 7 8 A So the first function would be helping with a benefit design of the PDP. 11 12 And the second function is helping negotiate rebates with pharmaceutical manufacturers. 13 14 The third function would be helping negotiate reimbursement to pharmacies. 15 16 So a PBM provides a variety of functions for the PDP. 9 10 Since we're on the topic of PBMs, let's stay with And the fourth function would be processing claims and also providing customer service. 17 So, for example, if on my U.S.C. plan, if I have a 18 problem with a prescription drug claim, I'll probably call a 19 1-800 number of the PBM, who will provide me service. 20 Q As the supplier of PBM services to WellCare, 21 do you think that CVS would have the same incentive to 22 provide the same level of service and pricing to WellCare as 23 it does to Aetna? 24 25 A It would not, because if you think about just the incentives, if they provide excellent service to WellCare, WilliamPZaremba@gmail.com 27 1 that makes WellCare a stronger plan. 2 WellCare is going to take market share away from CVS because 3 it's competing with CVS in the same market. 4 CVS will lose because they are providing better service to 5 WellCare. 6 And that means And which means So they have an incentive to provide better 7 service to themselves than to rival plans, because, again, 8 providing better service to your own plan will make your own 9 plan stronger, which would then take market share away from 10 WellCare and other rivals in the PDP market. 11 So the incentives are aligned to kind of provide 12 better care to yourself, rather than to a competing plan 13 like WellCare. 14 THE COURT: And how does CVS's having the Aetna 15 customer base -- it's 21 million people in the customer base 16 of Aetna? 17 THE WITNESS: 18 THE COURT: 19 How does that assist or strengthen CVS's PBM 20 21 22 23 24 25 About 2.2 million people. 2.2 million. ability vis-à-vis the other PBM companies? MR. QUILLEN: If I may, I think we may be talking about the PDP Aetna enrollees, who were about 2.2 million. The overall Aetna enrollees in all its products are the higher number, the 20-something million. THE COURT: Right. WilliamPZaremba@gmail.com 28 1 So by virtue of the merger, right -- 2 THE WITNESS: 3 THE COURT: 4 top three already -- Uh-huh. -- CVS's PBM entity, which is in the 5 THE WITNESS: 6 THE COURT: Yes. -- right, will have the advantage, 7 I will assume -- correct me if I am wrong -- of now being 8 able to represent to the manufacturers, you know: 9 I represent this large group of people who are either in the 10 PDP plan or the non-PDP plan, but they're 11 healthcare-covered. 12 Wouldn't that strengthen their PBM business, 13 vis-à-vis the other PBM company? 14 THE WITNESS: 15 The only caveat I would say is that prior to the 16 merger, Aetna already had an agreement with CVS to provide 17 some PBM services. 18 THE COURT: 19 THE WITNESS: It would. Okay. But you're right that to the extent 20 that that agreement is now being strengthened because you 21 cannot -- so an agreement can be annulled or can be changed 22 or not renewed when a contract is up. 23 So this merger definitely strengthens that 24 position, because now you're not like, well, you're 25 providing some PBM services to 22 million customers. WilliamPZaremba@gmail.com They 29 1 are our customers. 2 So in that sense, it would strengthen CVS. 3 THE COURT: 4 5 All right. BY MR. QUILLEN: Q And you said CVS wouldn't have the incentive, the 6 same incentive to provide excellent service to WellCare as 7 it would to Aetna. 8 through the rebates that CVS receives from the 9 manufacturers? 10 A 11 Does that same logic apply to passing Yes. So the same logic would apply that if I pass on 12 more of the rebate dollars that I'm getting from the 13 manufacturer to WellCare, that allows WellCare to lower its 14 cost and lower its premiums and, again, compete with CVS in 15 the PDP market and take away some of their market share. 16 So the same logic would apply for any of the 17 things that PBM, any of the services that PBM is providing 18 to WellCare. 19 BY MR. QUILLEN: 20 21 22 23 24 25 Q Would that include CVS's negotiations with pharmacies as well? A Yes. And I think there, it gets even more complicated, because CVS, the PBM -THE COURT: Right. WilliamPZaremba@gmail.com 30 1 THE WITNESS: -- is negotiating with CVS, the 2 pharmacy, for WellCare or for a rival plan, and you can only 3 manage imagine how those negotiations might happen. 4 So now it's, you know, just to complete this 5 thing, that if you negotiate hard with CVS, the pharmacy, 6 CVS, the pharmacy, loses money; but that benefits WellCare 7 because their costs are lower. 8 9 10 And now since and because it benefits WellCare and they can lower their premiums, they can take away market share from CVS, the health plan and the PDP market. 11 So you might lose money now two different ways, 12 one by lowering your margins on the pharmacy business and 13 the other by losing market share in the PDP business. 14 BY MR. OWEN: 15 Q 16 17 Well, if WellCare feels like it's getting a raw deal from CVS, can't it just go elsewhere? A It could potentially go elsewhere. 18 So I think there are multiple conditions. 19 First, it has to know that it is getting a raw 20 21 deal or somewhat of a raw deal. And the PBM market is known for being opaque. 22 So it's very difficult to figure out, even as a health plan, 23 what your PBM is actually doing. 24 it get from the different entities? 25 discounts are being passed back to the health plan? What discounts had -- did How many of those WilliamPZaremba@gmail.com Or, you 31 1 know, what is the level of customer service that they are 2 providing? 3 So there might be subtle ways in which they 4 disadvantage a health plan, and the health plan might not be 5 able to figure out what's happening. 6 So the first thing is the probability of detecting 7 what economists call this phenomena input foreclosure is 8 low. 9 The second thing is, suppose you even detect input 10 foreclosure and you find that CVS is not providing you the 11 service that you expect. 12 go to some other PBM provider. 13 What are your options? You will But the other two PBMs, Express Scripts and Optum, 14 are also owned by health plans that are competing with you. 15 So you will face the same conflict with those other PBMs 16 that you would face with CVS as your PBM. 17 And as -- Your Honor, as you had mentioned 18 earlier, that the PBM market is fairly concentrated. The 19 top three PBMs account for 70 percent of the market. So you 20 don't have a lot of good outside options beyond the top 21 three. 22 And we know that if you go to a smaller PBM, then 23 they don't have that same negotiating power. 24 to a PBM that controls 1 million lives and expect big 25 discounts from manufacturers or pharmacies. WilliamPZaremba@gmail.com You cannot go 32 1 2 THE COURT: Let me make sure I understand something here. 3 THE WITNESS: 4 THE COURT: Yes, sir. The PBMs when they're competing with 5 one another, do I understand correctly, they're competing to 6 get the contractual relationship with the health plan 7 providers? 8 THE WITNESS: 9 THE COURT: Yes. Yes, sir. So when they're competing to get a 10 contract to represent the health plan providers, I'm trying 11 to figure out exactly what they're bringing to the table. 12 13 Would it be accurate to say what they bring to the table is the network of pharmacies? 14 15 There's 70,000 pharmacies in the United States, as I understand it, roughly. 16 THE WITNESS: 17 THE COURT: 18 THE WITNESS: 19 THE COURT: Uh-huh. CVS has 7900 of those 70,000. Uh-huh. So I would imagine that CVS PBM, when 20 it's trying to get a contract, is emphasizing, look, we've 21 got this network of 7900 pharmacies nationwide. 22 with Aetna, they can say, Well, we have 21 million 23 customers, both PDP and non-PDP, who are getting services 24 from us. 25 And now So that's -- and then we have a such-and-such a WilliamPZaremba@gmail.com 33 1 track record from negotiating good deals for rebates. 2 THE WITNESS: 3 THE COURT: Yes. Are those the kinds of things that 4 they're putting up as incentives for these health plans to 5 hire them? 6 THE WITNESS: 7 So when a health plan is thinking of hiring a PBM, 8 what the health plan should care about is, what is the total 9 cost of providing the prescription drug benefit? 10 Yes. And as you said, there are two ways to better save 11 money on these total costs. 12 contract with all these 70,000 pharmacies, you're not only 13 saying that we have a relationship with them, but we've 14 negotiated a low level of reimbursement with them, and 15 that -- we're going to pass on some of those savings back to 16 you as a health plan. 17 So when you network or when you And, similarly, what they're saying is that, look, 18 we represent 90 million people. 19 when we go negotiate with the pharmaceutical manufacturer, 20 we're going to get a big rebate and we're going to pass on 21 those rebate dollars back to you. 22 So with 90 million people, So those are the, you could say, like two primary 23 ways in which a PBM can help a health plan lower their 24 costs. 25 THE COURT: Okay. WilliamPZaremba@gmail.com 34 1 BY MR. OWEN: 2 Q In a market like the PBM market where three firms 3 control 70 percent of the business, I mean, would you 4 expect, as an economist, that if WellCare leaves CVS, it's 5 going to get the same sort of pricing from Optum or 6 Express Scripts that it would in a highly competitive 7 market? 8 A 9 No. So, again, and as I said, the prices are 10 correlated with market concentration. 11 market concentration, the higher will be the prices. 12 So the higher the And as I said, that it's not just the high market 13 concentration, but also the fact that the other top-two PBMs 14 are owned by health plans themselves, which are competing 15 with WellCare. 16 So by going to these other two top PBMs, you 17 really haven't solved the problem of input foreclosure. 18 They will still -- Optum would have the same incentives to 19 not provide the same quality service to WellCare as it 20 provides to its own UnitedHealth plans which are competing 21 with WellCare. 22 23 24 25 So by going to these two other top PBMs, you really haven't solved the problem. Q Even if CVS were to lose WellCare as a customer because the pricing or the service were just not as good as WilliamPZaremba@gmail.com 35 1 WellCare wanted, could that still be a profitable strategy 2 for CVS? 3 4 5 6 A It could be. So let's think about the economics of it or how the math would work out. So suppose you're CVS and you know that if you 7 provide poor service to WellCare, there is some probability 8 that you will lose WellCare as a customer, and so why -- 9 basically, that probability times the profit per customer is 10 11 12 what you will lose. So in the PBM industry, the net margins are about in the 2 percent range. 13 So if a customer is spending $100 on a 14 prescription drug, just hypothetically, and you lose that 15 customer as a PBM customer, you're going to lose $2. 16 If, now, as a result of doing this input 17 foreclosure, you could also gain a customer for the CVS PDP 18 and if you gain a customer for the CVS PDP, you provide PBM 19 services to this customer, so you're going to get your $2 20 back; and, in addition, you're going to make a profit on the 21 PDP side of the market. 22 So that's roughly another $3. And in addition, if the customer goes to a 23 CVS/Pharmacy, you're going to make a profit on the pharmacy 24 side of the market. 25 That's an additional $3. So what'll happen is that losing one PBM customer WilliamPZaremba@gmail.com 36 1 is roughly $2, but gaining that same customer back as a 2 pharmacy PBM and health plan customer is roughly $9 extra in 3 profit. 4 5 6 So each integrated customer is roughly four times as profitable as just a PBM customer. THE COURT: I have a question about that analysis 7 you just went through. 8 THE WITNESS: 9 THE COURT: Yes, sir. I recall in your materials, Doctor, 10 that breakdown that you just alluded to of the $100 -- for 11 every $100 of -- spent for -- by an insured customer, you 12 did a breakdown that had 58 of the 100 going to the 13 manufacturer and 42 going to the middlemen -- 14 THE WITNESS: 15 THE COURT: 16 The PBM got $5, in your breakdown? 17 THE WITNESS: 18 THE COURT: 19 THE WITNESS: 20 THE COURT: 21 THE WITNESS: 22 THE COURT: 23 Yes. -- right? Yes. The pharmacy got 15 out of the 100? Yes. The wholesaler got $2? Yes. But the thing that caught my eye the most was the insurer was getting 19? 24 THE WITNESS: 25 THE COURT: Yes. That confused me, and I want you to WilliamPZaremba@gmail.com 37 1 help me clear that up in my mind. 2 3 The insurer, the person -- remember now, this is $100 spent by an insured customer? 4 THE WITNESS: 5 THE COURT: Yes. The insurer is already paying monthly 6 for his health insurance plan or her health insurance plan, 7 right? 8 THE WITNESS: 9 THE COURT: Uh-huh. So how is the 19 -- they've already 10 paid that. 11 they've already been paid the monthly fee? 12 How can another $19 be going to the insurer when THE WITNESS: So basically what that estimate is 13 that, suppose I pay my $100 in premiums to an insurer. 14 And if I look at the financial statements of 15 insurers, what they say is they spend roughly $81 out of 16 those $100 on reimbursing my healthcare expenditures, and 17 the remaining $19 they keep either as profit or 18 administrative costs or marketing expenses. 19 So that $19 reflects basically the fraction of the 20 premium that is not going towards healthcare but is going 21 towards some other insurer function. 22 THE COURT: So when you say $100 spent by an 23 insured customer on pharmaceutical products, you're not 24 talking about the $100 they spent at the pharmacy itself? 25 THE WITNESS: No. Yeah. WilliamPZaremba@gmail.com 38 1 THE COURT: 2 It's a more -- 3 THE WITNESS: 4 THE COURT: 5 THE WITNESS: 6 THE COURT: 7 8 9 10 11 12 No. Holistic. -- more holistic approach. Holistic, exactly. Thank you for clarifying that. BY MR. QUILLEN: Q And in your opinion, does CVS have the ability to use its pharmacy network to disadvantage its competitors if it wanted to? A Yes, I do. So CVS's own financial statements say that among 13 the top 100 pharmacy markets in the U.S., they are the No. 1 14 or No. 2 company in 93 out of those top 100 markets. 15 they're saying we're No. 1 or No. 2 in 93 out of the top 16 100 markets. 17 So So now, if you are -- you know, if you think about 18 the incentives of CVS, pharmacy, they could basically say, 19 we're not going to provide competitive rates to health plans 20 in these markets, and these health plans will not have much 21 option, because CVS is a dominant or the No. 1 or No. 2 22 pharmacy in these markets so -- 23 THE COURT: 24 25 So this is what the PBM would be saying, CVS PBM? THE WITNESS: Yes, CVS PBM or CVS/Pharmacy itself. WilliamPZaremba@gmail.com 39 1 THE COURT: 2 THE WITNESS: Okay. So CVS/Pharmacy would say: We're 3 not giving a big discount to a health plan that's competing 4 with CVS. 5 So like when -- and you're right that there will 6 be a PBM on part of the health plan that will be negotiating 7 with CVS the pharmacy. 8 9 But basically the CVS/Pharmacy has less of an incentive to give a price discount to a competing health 10 plan versus to its own health plan, because if they give a 11 price discount to a competing health plan, that takes away 12 market share from the CVS health plan. 13 And if they are the No. 1 or No. 2 pharmacy in 14 that market, they're kind of like a must-have pharmacy. 15 a competing health plan will just have to accept the higher 16 rate, rather than say, I'm not dealing with CVS, I'm going 17 to contract with other pharmacies. 18 So But in markets where CVS is not the No. 1 or 19 No. 2, then that incentive is not there because you can 20 always say there are -- there's enough competition there to 21 contract with other pharmacies. 22 BY MR. QUILLEN: 23 Q And in your opinion, if the net price to the plan 24 of prescription drugs went up, all things being equal, would 25 premiums go up, too? WilliamPZaremba@gmail.com 40 1 A 2 Yes. So as prices go up, premiums would go up, because 3 premiums are used to cover healthcare expenditures. 4 that underlying cost is going up, your premiums are going to 5 go up. 6 Q I'd like to talk about something you mentioned 7 earlier: 8 Can you say a little bit more about that, please? 9 A 10 So if The increasing concentration in the PDP market. Sure. So analysis done by Professor Richard Scheffler, 11 using publicly available data on PDP enrollment in these 12 34 different geographic markets, shows that from 2009 to 13 2018, the Herfindahl Index increases by 342 points, or 14 23 percent. 15 Q 16 17 Herfindahl Index and why is it important here? A 18 19 Yeah. Sure. THE COURT: Yeah. We don't deal with that every day around here. 20 21 And can you say what is -- what is the THE WITNESS: The Herfindahl Index is a well-known and the most commonly used measure of market concentration. 22 And economists typically believe that the higher 23 the Herfindahl Index, the higher the prices would be in the 24 market. 25 And the DOJ/FTC have guidelines which are based on WilliamPZaremba@gmail.com 41 1 the Herfindahl Index on whether they think the market is 2 moderately concentrated or highly concentrated. 3 4 THE COURT: And the -- correct me if I'm wrong now: 5 Now, the importance of that analysis with regard 6 to the higher the prices is that in order to determine the 7 public interest in any transaction going forward, the 8 Department of Justice and the Courts, ultimately, have got 9 to decide whether or not it's likely to cause prices to go 10 up or down. 11 THE WITNESS: 12 THE COURT: Yes, sir. Because if they're likely to go up, 13 it's not going to be in the public interest. 14 going to be less available, it's not going to be in the 15 public interest. 16 And if it's So both Justice and the Courts are trying to 17 figure out price -- I mean, the likely consequences to the 18 pricing of the product, right? 19 THE WITNESS: 20 So basically what the -- you're absolutely right. 21 And basically what the publicly available Yes. 22 enrollment data shows, that not only did the 23 Herfindahl Index go up by 342 points over this period, which 24 is substantial -- so, for example, the DOJ/FTC guidelines 25 consider a 100-unit increase in the Herfindahl Index that WilliamPZaremba@gmail.com 42 1 leads to a moderately concentrated market as raising 2 significant competitive concerns. 3 MR. QUILLEN: 4 And there's a demonstrative slide -- if the Court would like to look at it, No. 17 -- 5 THE COURT: 6 MR. QUILLEN: 17. -- that lays out the various 7 categories from the DOJ and FTC guidelines that are used in 8 horizontal merger cases to determine what level of concern 9 one should have about increased concentration in a market. 10 THE COURT: That is -- now, does counsel have a 11 copy of these, opposing counsel? 12 MR. QUILLEN: 13 THE COURT: Okay. 14 All right. I have 17 here. 15 MR. QUILLEN: Okay. 16 THE WITNESS: So basically, slide 17 shows how the Yes. 17 DOJ/FTC guidelines treat changes in Herfindahl Index and 18 post-merger Herfindahl Index. 19 So if the Herfindahl Index is less than 1500 and 20 the change in the Herfindahl Index as a result of a merger 21 is less than 100, then there's no challenge or no concern. 22 If the change in the Herfindahl Index is greater 23 than 100 and the Herfindahl index after a merger is between 24 1500 and 2500, then that raises significant competitive 25 concerns. WilliamPZaremba@gmail.com 43 1 If the Herfindahl Index is between -- the change 2 in index is between 100 and 200, and after the merger the 3 market becomes highly concentrated, which is the 4 Herfindahl Index exceeds 2500, again, there is significant 5 competitive concern. 6 And the -- kind of the most severe case is where 7 the Herfindahl Index increases by 200 and the market is 8 highly concentrated as a result of the merger. 9 post-merger, the Herfindahl Index is greater than 2500. 10 So In that case, the guidelines say that the merger 11 is presumed likely to enhance market power. 12 be or it should be -- it could be reverted by evidence that 13 maybe, say, entry in the market or some other thing would 14 reduce the Herfindahl Index. 15 THE COURT: 16 THE WITNESS: And it can only Okay. So going back to kind of the trends 17 in the Herfindahl Index, Herfindahl Index in each one, on 18 average, increase by 342 points. 19 than the FTC DOJ threshold. 20 So you can see much higher And in 2018, all markets were moderately 21 concentrated, which means their Herfindahl Index exceeded 22 1500. 23 concentrated, which means their Herfindahl Index exceeded 24 2500. 25 And there were two markets which were highly So this transaction is happening in a market that WilliamPZaremba@gmail.com 44 1 is experiencing significant increases in Herfindahl Index 2 already, and that already is either moderately concentrated 3 or highly concentrated. 4 There's a paper by Princeton researcher 5 Anna Charney. 6 looked at data from 2006 to 2012. 7 that in every year from 2006 to 2012, roughly 15 percent of 8 the plans in the PDP market were involved in a merger. 9 And what she and her colleagues did is, they And what they find is In fact, they say that during this time period, 10 nearly every major PDP insurer has been involved in a 11 merger. 12 So one of the reasons why the Herfindahl Index has 13 been increasing over time is because of mergers in these 14 markets. 15 The other thing they say is during the same time 16 period, 2006 to 2012, there was basically no entry of health 17 plans after the first two periods. 18 19 20 21 22 So after 2006 and 2007, they find little or no entry of health plans in these markets. So there are mergers happening. There is no entry happening. And what they find is that during the same time 23 period, premiums increased by 41 percent in nominal terms, 24 and about 26 percent inflation adjusted. 25 They also find that drug coverage fell down by WilliamPZaremba@gmail.com 45 1 about 29 percent. 2 3 And out-of-pocket costs for consumers for the most popular drugs doubled. 4 So you basically have a market with rising 5 concentration during this time period, mergers, no entry, 6 high premiums, and declining coverage or higher 7 out-of-pocket costs for customers. 8 9 And if you look at what the evidence says on the effects of mergers in these markets or the effect of 10 concentration in these markets, there are three studies that 11 have directly looked at the effects of competition or 12 mergers in the PDP market. 13 The first paper is by the Congressional Budget 14 Office. 15 they compared markets where the number of competitors was 16 changing over time, relative to markets where the number of 17 competitors was not changing over time. 18 They have a working paper where what they did was And what they find is that markets in which the 19 number of competitors or forms is changing over time, those 20 markets have lower premium growth, compared to markets where 21 the number of competitors is constant. 22 23 24 25 So basically what they say is increase in the number of firms in the market leads to lower premiums. So a merger will reduce the number of firms in the market and, therefore, will lead to higher premiums. WilliamPZaremba@gmail.com 46 1 There's another study by the Princeton 2 researchers, the same study I mentioned earlier. 3 do is they explicitly look at mergers in these markets. 4 What they So the third experiment is compare two plans which 5 are operating in the same market. 6 other plan, which is operating in the same market, doesn't 7 merge. 8 9 10 11 One plan merges and the The plan that merges, it sees a premium growth -a premium change over time 7 percent more than the plan that does not merge. So they're basically saying, Look, when plans 12 merge, that leads to about a 7 percent increase in premiums 13 as a result of the merger, because any other thing that's 14 happening in this market is controlled for by looking at 15 premium trends for these plans that did not merge and that 16 were exactly in the same market. 17 A third approach is a paper by Wharton Professor 18 Claudio Lucarelli, and he took a different approach. 19 took what economists call a structural approach. 20 So he So what he did is he says, I'm going to come up 21 with a model of how consumers behave in this market, how 22 they choose plans, what plan features matter most to 23 consumers. 24 25 Then I'm also going to create a model of how firms behave in this market and compete with each other. WilliamPZaremba@gmail.com 47 1 And then I'm going to use existing data from the 2 market, the market share of firms, the features of different 3 plans, to calibrate this model, to calibrate how consumers 4 and firms actually behave or to find out what the parameters 5 of these models are. 6 And once you have done that, you can now run 7 what-if scenarios. 8 Firm A merged with Firm B in this market? 9 10 So you can say, What would happen if And that's what they did. So they looked at the merger of two companies in 11 this market, and that predicted that premiums of the merged 12 firms would go up by 4.7 percent. 13 And actually, premiums of firms that do not merge, 14 they also go up by roughly 1 percent or 0.9 percent. 15 reasoning is that now they know the market is more 16 concentrated, and that results even rival firms to increase 17 their prices. The 18 So in some sense, all three studies reach the same 19 conclusion, even though they take very different approaches. 20 One approach is at the market level. The other is 21 at the plan level. 22 All three of them reach the same conclusion, which is that 23 mergers lead to an increase in concentration and lead to 24 higher premiums. 25 The third one is the structural model. And as you had mentioned earlier, what happens to WilliamPZaremba@gmail.com 48 1 premiums is a key question for public interest. 2 So all three studies which have looked at the PDP 3 market have the same qualitative conclusion: 4 competition in the market or mergers in these markets lead 5 to increases in premiums. 6 BY MR. QUILLEN: 7 8 9 Q That loss of Are you aware of any studies as reputable or widely cited as these that come to the opposite conclusion? A 10 I'm not. These are the only three studies I'm aware on the 11 PDP market. 12 Q And how do the results of the empirical analyses 13 in these papers compare to what you would expect as a 14 theoretical matter as an economist? 15 16 A So the empirical evidence from these three papers is consistent with economic theory. 17 So, again, there are different -- these papers 18 have used different approaches to theoretically model this 19 market. 20 So you can use option theory, where firms are -- 21 that's where they're trying to mimmick the institutional 22 details of this market, where firms submit bids and then the 23 plan with the lowest bid will attract more customers. 24 25 You can use traditional model like the Bertrand model, where firms are competing on prices; or another WilliamPZaremba@gmail.com 49 1 traditional model called the Cournot model, where firms are 2 competing on quantity. 3 But, ultimately, it doesn't matter what model you 4 use. 5 loss of a competitor from a market will result in higher 6 premiums. All three models predict the same thing: 7 That the And the merger and divestiture does result in a 8 loss of competitor. 9 market, whether the divestiture happens or not, because So Aetna will no longer be in the 10 Aetna is out of the market, irrespective of the divestiture 11 happened. 12 So, basically, all three theoretical models would 13 also predict that this merger and divestiture together will 14 raise premiums. 15 Q I understand that you've done some calculations of 16 the concentration in the market after the divestiture under 17 some various assumptions about how much of Aetna's former 18 business WellCare could keep. 19 20 And I think slide 18 will actually be useful to look at for purposes of this discussion. 21 A Actually -- 22 Q Can you explain slide 18 there? 23 A Sure. 24 25 If I have the permission, I would like to start with slide 16 -WilliamPZaremba@gmail.com 50 1 Q Sure. 2 A -- because -- and I apologize for the math, but 3 I think that's -- 4 THE COURT: 5 THE WITNESS: 6 Well, that's your line of business. That will help explain slide 18 better. 7 So what this does is you're calculating this 8 Herfindahl Index, that is, this measure of market 9 concentration. 10 And pre-merger, I'm treating Aetna, CVS, and 11 WellCare as separate entities. 12 competing with each other in these markets. 13 14 So the three of them are So, in fact, in all 34 markets, Aetna, CVS, and WellCare pre-merger were competing with each other. 15 Post-merger and divestiture, what'll happen is 16 some of Aetna's consumers will be assigned to WellCare, 17 right? 18 WellCare. 19 Because we've sold Aetna's PDP business now to But not all of these consumers are going to stay 20 with WellCare. 21 move back to CVS. 22 The next open enrollment, some of them might So the fraction of Aetna's consumers that CVS can 23 control is what I call the retention rate, and that is going 24 to determine how the Herfindahl Index changes in this 25 market. WilliamPZaremba@gmail.com 51 1 So now, if you go to slide 18. 2 So this shows how this mathematical formula works 3 in the Kansas market. 4 So let's start with the assumption that WellCare 5 has the ability to retain 100 percent of Aetna's consumers 6 with itself. 7 open enrollment to CVS. 8 9 So none of these consumers go back in the next In that scenario, if you look at the bottom right-hand corner, the Herfindahl Index would increase by 10 95 points, and the post-merger divestiture Herfindahl Index 11 would be 2,140. 12 13 14 So since 95 is just below that 100 threshold, there's no significant concern. But if I relax the assumption of 100 percent 15 retention just a little bit, so now I say only 90 percent of 16 Aetna's consumers will stick with WellCare but 10 percent 17 will move back to CVS. 18 So even under the assumption that only 10 percent 19 of WellCare's -- of Aetna's consumers move back to CVS, now 20 the Herfindahl Index rises by 120 points. 21 22 23 24 25 And the post-merger or post-divestiture Herfindahl Index is 2,165. So according to the DOJ/FTC guidelines, that would be significant competitive concerns. And so if you imagine that WellCare is not a WilliamPZaremba@gmail.com 52 1 strong plan, cannot compete aggressively with CVS, then you 2 might have scenarios where WellCare is able to retain, say, 3 only 50 percent of the consumers. 4 So if that happens, if you look at 50 percent, the 5 Herfindahl Index rises by 282 points. 6 significantly above the 100 threshold. 7 approaching becoming highly concentrated. 8 Herfindahl Index post divestiture is 2,327. 9 So that is And the market is The And, finally, if you take the last two scenarios, 10 which is, suppose WellCare can only retain 20 percent of 11 Aetna's consumers. 12 rises by 468 points. 13 in the DOJ/FTC guidelines, and the market now becomes highly 14 concentrated. 15 16 17 18 In that scenario, the Herfindahl Index So way above the 100 or 200 threshold So this is a scenario where there's a presumption of increase in market power. And the same holds for the 10 percent scenario and the zero percent scenario. 19 So what this shows is what other prediction is 20 about how strongly can WellCare compete with CVS and how 21 many of these customers can they actually retain versus how 22 many of them will be lost is critical in understanding what 23 will happen to the Herfindahl Index and, in that sense, in 24 understanding whether this transaction is in the public 25 interest or what will happen to premiums and will this WilliamPZaremba@gmail.com 53 1 transaction raise significant competitive concerns. 2 So if you go to the exhibit on slide 19, what 3 I did was I repeated the analysis I did for Kansas for all 4 markets, all 34 markets. 5 So the first row here shows what I think is the 6 best-case scenario, which is that after the divestiture, 7 Aetna consumers go to WellCare. 8 and they don't ever want to leave it. 9 able to retain 100 percent of these Aetna consumers. 10 Somehow, they love WellCare And so WellCare is Even in that scenario, there are 7 out of those 34 11 markets where there would be significant competitive 12 concerns. 13 So now let's relax this assumption a little bit. 14 So let's say, no, maybe some -- these were consumers who 15 chose Aetna plans, right? 16 between WellCare and Aetna, but they chose to go with an 17 Aetna plan. 18 no longer in an Aetna plan, they actually belong to 19 WellCare, some of them would want to move back. Like they had a choice to chose So now when they find out that they're actually 20 So let's assume 25 percent of them move back. 21 THE COURT: That's -- a typical contract is, what, 22 two years or one year? 23 THE WITNESS: 24 THE COURT: 25 THE WITNESS: One year. One year. One year. WilliamPZaremba@gmail.com 54 1 2 3 4 BY MR. QUILLEN: Q those plans now and over the next couple of years? A 5 6 Yes. So my understanding is that for the first year, for 2019, WellCare can use Aetna's brand. 7 8 And can you say something about the branding of So for the first year, maybe consumers don't know. They think -- they still think they're in Aetna. 9 In the next year, they cannot use the brand, so 10 they'll have to tell the consumers: 11 So some of them might want to move to CVS. 12 You are in WellCare. But in the next year, CVS cannot use the Aetna 13 brand but people would still know that CVS and Aetna have 14 merged. 15 16 17 And the year after that, they can reintroduce the Aetna brand. So then you can have even a greater exodus of 18 people who like Aetna wanting to move back to an Aetna 19 brand, right? 20 So I think the scenario where, say, I think it's 21 still optimistic that 75 percent of the customers still 22 remain with WellCare, but 25 percent decide to move to CVS 23 or Aetna combined. 24 25 And in that scenario, what happens is that the number of markets with competitive concerns triples. WilliamPZaremba@gmail.com So 55 1 instead of seven markets where there are significant 2 competitive concerns, now we have 21 markets with 3 significant competitive concerns and one market where there 4 is actually a presumption of increase in market power. 5 And now if you take the scenario further, so now 6 we say, let's do it 50/50, I don't know, 50 percent is a 7 good number. 8 9 So Aetna retains 50 -- or WellCare retains 50 percent of Aetna's consumers, but 50 percent decide to go 10 back to CVS. 11 have significant competitive concerns, and one market has a 12 presumption of increase in market power. In that scenario, 30 out of the 34 markets 13 So, again, this analysis shows that the key factor 14 or one of the key factors in helping figure out whether this 15 divestiture raises significant competitive concerns is to 16 understand WellCare's ability to hold on -- to compete with 17 CVS and Aetna and to hold on to these Aetna customers that 18 were divested to them. 19 20 THE COURT: And who's WellCare using, in this first year anyway, as its PBM manager? 21 THE WITNESS: 22 So -- and that is a very good question, which 23 It is CVS. leads to their ability to compete with CVS. 24 If one of the key inputs that are -- to you, are 25 being provided by your competitor, your ability to compete WilliamPZaremba@gmail.com 56 1 with CVS would be limited. 2 Another factor which I think -- which says that 3 they will not be able to retain a lot of these customers, is 4 if you look at the price at which WellCare bought Aetna's 5 PDP assets. 6 So let's start with the original transaction. 7 bought Aetna for $69 billion. 8 in the 4.2 or $4.6 billion range. 9 16 times their profits per year. 10 CVS Aetna's profits are, I think, And so you would ask: So they bought Aetna for Why are you buying someone 11 for 16 times profits per year? 12 company. 13 year, you're going to enjoy these profits every year from so 14 on. 15 Because now you own the You're not only going to enjoy these profits one So if you take the present value of all the future 16 profit stream, it seems reasonable to pay 16 times profit, 17 right? 18 So now WellCare bought Aetna's PDP assets, 19 according to their financial statements, for about 20 $107 million. 21 So if you take the same multiple of 16, this 22 translates that WellCare expects profits from Aetna's PDP 23 business to be in the 6 million or $6.7 million range. 24 25 So you would ask, like -- so remember, we noted that Aetna has 2.2 million PDP subscribers. WilliamPZaremba@gmail.com So you're 57 1 basically saying, 2.2 million PDP subscribers are only going 2 to generate 6.7 million in profit. 3 consumers. 4 That's $3 of profits per That is way too low. So I think the reason they bought it at such a low 5 price is because they know they wouldn't be able to retain 6 these profits -- these customers. 7 So they know that all the 2.2 million customers 8 are not going to be generating profit for them year after 9 year, and that's -- because otherwise, another way to look 10 at this is, say these 2.2 million customers on average, they 11 spend about $2,000 a year on prescription drugs, so the 12 premiums for these customers are about $2,000 a year. 13 that's 4.4 billion in revenues. 14 expect 4.4 billion in revenues every year, you wouldn't buy 15 that asset for 100 million. 16 price. 17 So You're going to -- if you That 100 million is a very low And one way -- so it's consistent with this notion 18 that WellCare knows that a lot of these 2.2 million 19 customers are going to be lost, and that's why they're not 20 willing to pay more than $107 million for this asset. 21 that's one explanation for it. 22 So Another potential explanation for this is that 23 maybe there was no one else who wanted to buy these assets, 24 so WellCare was the only company and they got a good 25 bargain. WilliamPZaremba@gmail.com 58 1 But I think that is still concerning, because that 2 says there's no potential entry in this market; that you are 3 getting this great business and no one wanted -- came -- no 4 one wanted to step up and enter this market. 5 that says that the potential for the -- there are 6 significant entry barriers. 7 And so to me, So whichever way you look at this transaction 8 price, I think it raises significant competitive concerns. 9 Either it means that this business is not going to stay 10 viable and they're going to lose a lot of the Aetna 11 customers or it means that there's no potential entry in 12 this market, and I think both are concerning. 13 BY MR. QUILLEN: 14 Q Well, let's take your best-case scenario. 15 Let's say, despite all the disadvantages you've 16 talked about, WellCare is able to hold on to every single 17 Aetna customer that it acquired. 18 the country where you would have potentially significant 19 competitive concerns nonetheless? 20 21 A Are there still regions of Yes. So if you look at Exhibit 20 or slide 20, I have 22 listed seven regions where there would still be significant 23 competitive concerns. 24 25 So just to give an example, the first region is Mississippi. There, the prediction is that in this WilliamPZaremba@gmail.com 59 1 best-case scenario, where they are able to retain 2 100 percent of Aetna customers, which I think is unlikely, 3 but even in that scenario, the Herfindahl Index arises by 4 230 points, the post-divestiture Herfindahl Index is 2,200, 5 so the market is moderately concentrated, and WellCare's 6 market share would be 21 percent, CVS's market share would 7 be 31 percent. 8 9 Q And if you have a market where the Herfindahl Index rises that much and is moderately 10 concentrated, if there's no real possibility of significant 11 entry, what would you expect to happen to premiums? 12 13 14 15 16 17 18 A I would expect premiums to go up. And I think that would be consistent with the DOJ/FTC guidelines. Q Is it consistent with the empirical literature you were just talking about as well? A It is consistent with the empirical literature, as well as the theoretical literature. Q 19 Let's go beyond the best-case scenario. Let's say that this new transaction makes WellCare 20 such a fantastic competitor that it cannot only retain its 21 Aetna subscribers but start taking market share from other 22 larger competitors. 23 A Sure. 24 Q Is it possible that that could alleviate the 25 concerns about concentration in these markets? WilliamPZaremba@gmail.com 60 1 2 A So let's focus on Mississippi again, the first row. 3 And what we see is WellCare has, after the 4 divestiture, a market share of 21 percent in Mississippi, 5 and CVS has a market share of 31 percent. 6 So if you take some of CVS's customers and give 7 them to WellCare, the market will become less concentrated, 8 right? 9 10 11 And that is a scenario I have shown on the next exhibit, which is slide 21, in the last row. So now what happens is WellCare starts taking 12 customers away from CVS till their market share is 13 equalized. 14 So each now controls 26 percent of the market. So even in this numerical scenario, where not only 15 are they retaining 100 percent of Aetna's consumers, now 16 they're actually getting consumers from CVS also, despite, 17 as you said, CVS providing the key input to WellCare. 18 19 But even in this Goldilocks scenario, what we find is that the change in Herfindahl Index is 180, and -- 20 THE COURT: 21 THE WITNESS: 22 THE COURT: Let me ask you to stop there a second. Yes, sir. The analysis that you've been doing 23 and the studies you've been alluding to, do any of them 24 discuss the likely, in this kind of scenario, the likely 25 conduct that the CVS PBM will engage in if all of a sudden WilliamPZaremba@gmail.com 61 1 WellCare is taking away its customers in the PDP arena? 2 THE WITNESS: 3 THE COURT: Yes. Would they stop being their PBM 4 manager because it would be contrary to the interests of 5 their PDP business? 6 have you done any analysis of that? Or do they do an analysis on that? 7 THE WITNESS: 8 So I do discuss that. 9 And basically, this, again, comes back to the 10 11 Yeah. original point of input foreclosure. So basically if WellCare starts taking away PDP 12 business from CVS, CVS, the PBM, has an incentive to 13 disadvantage WellCare. 14 Or So they could disadvantage them by not passing on 15 all the rebates they're getting from the manufacturer back 16 to WellCare. 17 negotiating hard with pharmacies. 18 them by increasing the administrative costs for WellCare. 19 They could disadvantage them by not THE COURT: They could disadvantage Could they require that the customers 20 only get their pharmaceutical drugs at CVS/Pharmacies and 21 they can't go to any other pharmacy? Could they do that? 22 THE WITNESS: 23 So I think they can advantage CVS/Pharmacies in 24 25 I'm not sure of that. several ways. THE COURT: Like a bigger co-pay? WilliamPZaremba@gmail.com 62 1 THE WITNESS: 2 THE COURT: 3 THE WITNESS: 4 THE COURT: 5 THE WITNESS: 6 But I don't know if they can prohibit you from -- 7 Yeah. Excuse me. A smaller co-pay. A smaller co-pay. Smaller. Or advertising the CVS brand more. I think that would be a very restrictive -- 8 THE COURT: 9 THE WITNESS: Yeah. -- pharmacy network if you just say, 10 You can only get your drugs from CVS and nowhere else. 11 I think, you know, a lot of consumers would be up in arms 12 about that, and that is probably one of the reasons that 13 might not happen. 14 THE COURT: 15 THE WITNESS: No. And you're right. In the end, they 16 could also -- if they think they're losing a lot of 17 market share, they might decide to not provide PBM services 18 to WellCare. 19 THE COURT: 20 THE WITNESS: 21 So that is a possibility. 22 23 Don't make a bid? Yeah. BY MR. QUILLEN: Q And looking at what you have done on slide 21, 24 then, would it be accurate to say that there are four 25 markets in which it's mathematically impossible to get the WilliamPZaremba@gmail.com 63 1 increase in concentration back below a level of concern just 2 by virtue of WellCare increasing its market share against 3 CVS? 4 A Yes, that is accurate. 5 Q And two of those rows are in bold. 6 7 Can you explain why those are in bold? A So in two of those rows, now, what happens is that 8 WellCare has the highest market share, which means even if 9 it takes customers from other competitors in this market, 10 that would only increase the Herfindahl Index. 11 12 So in this scenario, it's basically, you cannot have the Herfindahl Index going down anymore. 13 So the best, best-case scenario in these markets 14 is still the Herfindahl Index rising by more than 100 points 15 and the post-divestiture index being above the 1500 16 threshold. 17 So the best, best-case scenario in this market 18 still raises significant competitive concerns; that no 19 matter how strong WellCare becomes, you would still have 20 significant competitive concerns, according to the 21 DOJ/FTC guidelines. 22 BY MR. QUILLEN: 23 Q And in those -- those markets, Arkansas, 24 Mississippi, that means that even if WellCare could somehow 25 take market share from any competitor it wanted in such a WilliamPZaremba@gmail.com 64 1 way that it was making the Herfindahl Index as low as 2 mathematically possible, it would still be above levels of 3 concern? 4 A Yes, sir. 5 Q Are there concerns, like the ones we've just been 6 discussing, specifically with respect to low-income 7 enrollees? 8 A They are. 9 So the DOJ, in its competitive impact statement, 10 it said that in 9 regions, the merged company will account 11 for between 35 percent and 55 percent of all low-income, 12 subsidy-eligible beneficiaries. 13 14 So this was after the merger but with no divestiture. 15 16 So now, given the divestiture, some of these problems still remain. 17 So in two markets, WellCare will account for more 18 than 35 percent of the low-income, subsidy beneficiaries. 19 So this original concern that DOJ raised is not 20 fully solved by the divestiture. 21 THE COURT: 22 THE WITNESS: 23 correct. 24 BY MR. QUILLEN: 25 Q That's Arkansas and Hawaii? That's Arkansas and Hawaii. You're What are your expectations of WellCare's abilities WilliamPZaremba@gmail.com 65 1 as a competitor going forward versus Aetna's ability to 2 compete before the merger? 3 A 4 5 Sure. So I think WellCare is a much weaker competitor than Aetna, and I have three reasons to think that. 6 First is, Aetna has a much stronger brand than 7 WellCare. 8 between a WellCare plan and an Aetna plan, more customers 9 chose Aetna compared to WellCare. 10 So when customers were given a choice to choose The second is that Aetna is -- as you said, it has 11 2.2 million beneficiaries in the PDP market, but it is a 12 much bigger insurer. 13 20 million -- It is -- overall, it has about 14 THE COURT: 15 THE WITNESS: 16 So that gives it more clout when it's negotiating 21 million. -- subscribers. 17 with pharmacies and when it's negotiating with 18 manufacturers, which WellCare doesn't have. 19 So I think that bigger sizes allows economies of 20 scale better bargaining power for Aetna compared to 21 WellCare. 22 23 24 25 And that is also evident from what has happened in this market. As I mentioned earlier, Aetna has been able to increase its market share from 2 percent to 9 percent before WilliamPZaremba@gmail.com 66 1 the transaction, and WellCare wasn't able to increase their 2 market share so dramatically. 3 So all these three factors kind of say that 4 WellCare was a much stronger competitor than -- sorry. 5 Aetna was a much stronger competitor than WellCare. 6 THE COURT: 7 THE WITNESS: 8 But it could apply more generally. 13 I haven't looked at it. 11 12 I'm talking specifically in the PDP arena. 9 10 In the PDP arena or in general? THE COURT: Okay. BY MR. QUILLEN: Q And I know we've touched on this a couple of times 14 so far; but to put a finer point on it, what are your views 15 on the likelihood that entry into the PDP market will 16 alleviate some of the competitive concerns we have been 17 discussing? 18 A 19 20 So I think there are significant barriers to entry in this market. And I have in one of the exhibits a statement by 21 the DOJ, where they basically agree or I agree with their 22 assessment. 23 That's slide 32. And where they state that "Neither entry nor 24 expansion is likely to solve the competitive problems 25 created by this merger between CVS and Aetna. WilliamPZaremba@gmail.com Recent 67 1 entrants into the individual PDP market have been largely 2 unsuccessful, with many subsequently exiting the market or 3 shrinking their geographic footprint. 4 "The effective entry into the sale of PDPs 5 requires years of planning -- 6 THE COURT: 7 Slow down a little bit. My reporter, he's very good, but you're going pretty fast there. 8 THE WITNESS: 9 "Effective entry" -- is that fine? Okay. 10 COURT REPORTER: 11 THE WITNESS: Yes. "Effective entry into the sale of 12 individual PDPs requires years of planning, millions of 13 dollars, access to qualified personnel, and competitive 14 contracts with pharmacies and pharmaceutical manufacturers." 15 Because of these barriers to entry, entry or 16 expansion into the sale of individual PDPs is unlikely to be 17 timely or sufficient to remedy then anti-competitive effects 18 from this merger. 19 And as I said, the paper by the Princeton 20 researchers also found that after the first two years, there 21 was not -- there wasn't any entry into this market. 22 So I think the structure of this market, as well 23 as past experience, are consistent with significant entry 24 barriers. 25 WilliamPZaremba@gmail.com 68 1 2 BY MR. QUILLEN: Q So when you see an increase in concentration in 3 this market, do you have any reason to believe that it would 4 not lead to an increase in premiums? 5 6 A I don't have any reason to believe that it will not lead to an increase in premiums. 7 Or to state it another way, you know, the analysis 8 shows that in several markets, if WellCare is unable to 9 aggressively compete with CVS, there would be significant 10 competitive concerns, and those competitive concerns would 11 not be mitigated by entry into these markets. 12 13 Q the efficiencies that this transaction might create. 14 15 16 I'd like to talk about some of the arguments about Before I do, is there anything else you wanted to say about the PDP market specifically? A I think -- I would just like to summarize the main 17 points so far, which is that, first, we have to remember 18 that the public in this PDP market are Medicare 19 beneficiaries. 20 have multiple health conditions. 21 They are older. They are low income. They So this is not like a luxury car market where 22 prices go up and we can argue whether the public would be 23 hurt or not. 24 premiums go up, that will have a big impact on consumers in 25 this market. The public here is really vulnerable. WilliamPZaremba@gmail.com So if 69 1 The second point I want to summarize is that the 2 numbers show that, you know, no matter what scenario you 3 assume, there are always some markets where there will be 4 significant competitive concerns, which is, no matter how 5 strong WellCare gets, there are still some markets where 6 significant competitive concerns raised -- are there. 7 My expectation is that the competitive concerns 8 will not only remain in those two markets but in many more 9 markets because I don't think WellCare is a strong 10 competitor relative to CVS or Aetna. 11 same brand. 12 don't have the same economies. They don't have the They get PBM services from CVS itself. They 13 The third thing is the empirical evidence here is 14 clear; that a loss of a competitor such as Aetna or loss of 15 any competitor raises premiums in these markets. 16 consistent with both theory and empirical evidence. 17 18 19 20 21 And that's So I think the potential for harm here is real. Q Are you aware of any efficiencies that this merger and divestiture might create in the PDP market specifically? A No. And I think the reason for that is so if you look 22 at the combined transaction, the merger and the divestiture, 23 this is not now a merger in the PDP market, right, because 24 Aetna's assets have now been divested to WellCare. 25 So Aetna and CVS are actually not merging in the WilliamPZaremba@gmail.com 70 1 PDP market, which means there cannot be any PDP-specific 2 efficiencies because there is no PDP-specific merger here. 3 And even if you now relax the scenario, so suppose 4 you say the divestiture doesn't happen and now there is a 5 merger in the PDP market, so Aetna and CVS merge in the PDP 6 market, the DOJ, in its own assessment of this merger, has 7 noted that they did not -- and, you know, I have the exact 8 quote -- but they did not find merger-specific, verifiable 9 efficiencies that would outweigh the competitive concerns. 10 So the DOJ agrees that even if there was a 11 PDP-specific merger, there are no merger-specific -- or the 12 merger-specific efficiencies are unlikely to outweigh the 13 competitive concerns. 14 But I think the more important point is that there 15 is no PDP-specific merger between CVS and Aetna and the PDP 16 market. 17 18 THE COURT: So in assessing whether or not this merger, as currently constituted, with the divestiture -- 19 THE WITNESS: 20 THE COURT: Yes. -- in assessing whether or not the 21 merger as currently constituted is in the public interest or 22 not -- which is my job, right? 23 THE WITNESS: 24 THE COURT: 25 Yes. -- should I limit myself to the impact on the PDP market alone? Or should I look to the broader WilliamPZaremba@gmail.com 71 1 sense of how the entities that have merged here are going to 2 impact the greater market, the non-PDP market? 3 THE WITNESS: 4 THE COURT: 5 THE WITNESS: That is a very loaded question. Well, give it your best shot. So, you know, in my earlier 6 testimony, I've said that the merger raises competitive 7 concerns in other markets also. 8 So from my personal point of view, you know, 9 those -- there are competitive concerns in those other 10 11 markets. I don't understand the law as well as most people 12 in this room. 13 so if you're asking me for my assessment that -- would the 14 public be affected in these other markets as a result of 15 these mergers? So I don't know -- but I think the merger -- 16 Yes, they would be. 17 THE COURT: Well, when the Justice Department 18 filed its complaint opposing the merger prior to the 19 divestiture remedy, they were saying it was broader than 20 just the PDP market, weren't they? 21 THE WITNESS: 22 My understanding is that their complaint was I'm not sure. 23 limited to the PDP market, and they downplayed the vertical 24 concerns in the other markets. 25 significant enough. They didn't think they were WilliamPZaremba@gmail.com 72 1 2 THE COURT: other market here? 3 Do you see the efficiencies in the Do you see efficiencies? THE WITNESS: So there have been efficiency claims 4 in these other markets, and I'm -- so let me comment on 5 them. 6 So one of the efficiency claims is that this 7 merger will lead to innovation in healthcare delivery, which 8 is CVS stores are going to be transformed into these 9 healthcare hubs. 10 11 THE COURT: You mean those one-minute-limit entities? 12 THE WITNESS: 13 THE COURT: 14 THE WITNESS: 15 One-MinuteClinics. Clinics. Maybe MinuteClinics or maybe beyond that. 16 But the way I look at this is, so if you want to 17 innovate in healthcare delivery, maybe you want to partner 18 with people who are experts in healthcare delivery. 19 Aetna is an insurer. 20 healthcare delivery. 21 people. 22 23 24 25 It is not in the business of It's in the business of insuring So then you might ask, So what you'd want to do is come up with a new model. And then that model has to pass the market test, which means, if you're providing high-quality care at low WilliamPZaremba@gmail.com 73 1 price, customers would want to come to your MinuteClinic or 2 healthcare club or so on. 3 4 I think what this transaction is doing is it's buying customers. 5 So when you buy Aetna, the insurer, you can now 6 potentially steal Aetna subscribers to your new healthcare 7 delivery model. 8 THE COURT: 9 THE WITNESS: 10 11 That's 21 million subscribers. 21 million. But now those 21 million subscribers are lost to other innovators in this market. 12 Maybe there's a better model in the healthcare 13 hub. 14 so those innovators are going to lose out. 15 Maybe there's a new app. And whatever it is, those -- So in that sense, I don't think this promotes 16 innovation because it blocks some of these 21 million 17 customers from using other innovative models. 18 I'm all for innovation. But I think that 19 innovation has to pass the market test which has forced you 20 to innovate. 21 quality, people would buy that. 22 And if you're selling a good product at a high The second efficiency claim that has been made in 23 these other markets is that the merger will allow for the 24 integration of medical data, with pharmacy data, and that 25 will make CVS a better PBM for Aetna. WilliamPZaremba@gmail.com 74 1 So -- but if you look at Aetna's press release 2 when they initially signed an agreement with CVS, it -- and 3 I think I have it as an exhibit. 4 5 THE COURT: Well, I'll tell you what. to take the luncheon recess, okay? 6 THE WITNESS: 7 THE COURT: 8 9 10 11 We're going Okay. You'll be back after lunch, and you'll still have another half hour or so to testify, all right? THE WITNESS: THE COURT: Okay. And you can go into some of those things at that point. 12 THE WITNESS: 13 THE COURT: 14 So we're going to continue our conversation here; 15 reconvene at 2:00. Sure. That would be great. All right. So be back and ready to go at 2:00. 16 THE WITNESS: 17 THE COURT: 18 THE WITNESS: 19 THE COURT: 20 Ladies and gentlemen, we'll be returning at 2:00. 21 And like I said before, we won't be going any Yes, sir. And you can step down. Thank you, Your Honor. Thank you. 22 later than 5:30. 23 witnesses -- we're going to finish this witness, and we're 24 going to get the two other witnesses in this afternoon. 25 But we're going to get the two other We'll take a break until 2:00 in the afternoon. WilliamPZaremba@gmail.com 75 1 I've strained my wonderful court reporter's patience here by 2 going an hour and a half, but I think he'll survive. 3 So see you at 2:00. 4 MR. QUILLEN: 5 DEPUTY CLERK: 6 (Proceedings concluded at 12:16 p.m.) Thank you, Your Honor. All rise. 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 WilliamPZaremba@gmail.com 76 C E R T I F I C A T E I, William P. Zaremba, RMR, CRR, certify that the foregoing is a correct transcript from the record of proceedings in the above-titled matter. Date: June 4, 2019_________ /S/__William P. Zaremba______ William P. Zaremba, RMR, CRR WilliamPZaremba@gmail.com 77 BY MR. OWEN: [2] 30/13 33/25 BY MR. QUILLEN: [17] 13/10 17/3 18/9 20/2 24/9 29/3 29/18 38/6 39/21 48/5 53/25 58/12 62/21 63/21 64/23 66/11 67/24 COURT REPORTER: [1] 67/9 DEPUTY CLERK: [4] 6/1 10/12 10/14 75/4 MR. ALLEN: [1] 8/10 MR. ALVARADO: [1] 6/20 MR. ARONICA: [1] 8/20 MR. BALTO: [1] 8/13 MR. BARLOW: [1] 8/17 MR. CASEY: [1] 8/24 MR. COWIE: [1] 7/22 MR. FITZGERALD: [1] 6/14 MR. HABASH: [1] 7/25 MR. McCONNELL: [1] 9/3 MR. McGINLEY: [1] 8/3 MR. MUCCHETTI: [1] 6/17 MR. OWEN: [9] 6/11 6/23 6/25 7/3 9/11 9/17 9/23 10/2 10/7 MR. PITT: [1] 7/18 MR. QUILLEN: [11] 8/6 11/15 12/4 12/10 13/2 27/20 42/2 42/5 42/11 42/14 75/3 MS. BRADY: [2] 7/6 7/10 MS. LEE: [1] 7/13 THE COURT: [124] THE WITNESS: [81] $ $100 [8] 35/13 36/10 36/11 37/3 37/13 37/16 37/22 37/24 $107 [2] 56/20 57/20 $107 million [1] 56/20 $19 [3] 37/10 37/17 37/19 $2 [4] 35/15 35/19 36/1 36/20 $2,000 [2] 57/11 57/12 $3 [3] 35/21 35/24 57/2 $4.6 [1] 56/8 $4.6 billion [1] 56/8 $5 [1] 36/16 $5,000 [1] 15/20 $6.7 [1] 56/23 $6.7 million [1] 56/23 $69 [1] 56/7 $81 [1] 37/15 $9 [1] 36/2 20005 [2] 2/13 3/16 20006 [1] 2/17 2006 [4] 44/6 44/7 44/16 44/18 2007 [1] 44/18 2009 [2] 18/1 40/12 2012 [3] 44/6 44/7 44/16 2014 [1] 25/24 2018 [3] 18/1 40/13 43/20 2019 [3] 1/5 54/6 76/7 202 [8] 1/17 1/24 2/13 2/18 3/13 3/17 3/23 4/6 20530 [2] 1/16 1/24 20815 [1] 3/12 21 [9] 18/15 18/18 27/15 32/22 55/2 59/6 60/4 60/10 62/23 21 million [5] 65/14 73/8 73/9 73/10 73/16 213 [1] 2/10 22 million [1] 28/25 23 percent [1] 40/14 230 [1] 59/4 2340 [2] 1/4 6/8 24 [1] 20/1 25 [4] 18/14 19/21 53/20 54/22 2500 [4] 42/24 43/4 43/9 43/24 26 [2] 44/24 60/13 261-3481 [1] 2/18 2663 [1] 2/10 269-2663 [1] 2/10 282 [1] 52/5 29 [3] 18/21 19/2 45/1 2987 [1] 1/17 2:00 [5] 74/15 74/15 74/20 74/25 75/3 2C [1] 3/4 4.4 billion [1] 57/13 4.7 [1] 47/12 41 [1] 44/23 4100 [1] 1/23 414-3300 [1] 2/4 42 [1] 36/13 4211 [1] 1/24 4271 [1] 3/8 434-5341 [1] 2/13 450 [2] 1/15 1/23 464-4271 [1] 3/8 468 [1] 52/12 abilities [1] 64/25 ability [8] 11/4 27/20 /S [1] 76/7 38/8 51/5 55/16 55/23 55/25 65/1 0 able [10] 28/8 31/5 0.9 [1] 47/14 52/2 53/9 56/3 57/5 01 [1] 2/3 58/16 59/1 65/24 66/1 03801 [1] 3/4 about [46] 10/22 14/8 16/1 16/18 18/1 18/11 1 18/14 18/24 19/8 19/20 1 million [1] 31/24 20/5 20/15 23/20 23/21 1-800 [1] 26/19 24/16 26/5 26/24 27/17 10 [3] 18/19 51/16 27/22 27/22 33/8 35/4 51/18 5 35/11 36/6 37/24 38/17 52/17 10 percent [1] 50 [7] 10/19 52/3 52/4 40/6 40/8 42/9 44/24 100 [17] 13/21 36/12 55/6 55/6 55/8 55/9 45/1 46/12 49/17 52/20 36/18 38/13 38/14 55/9 50 percent [1] 54/2 56/19 57/11 57/12 42/21 42/23 43/2 51/5 50/50 [1] 55/6 58/16 59/15 59/25 51/12 51/14 52/6 52/12 505 [1] 3/21 62/12 65/12 68/12 53/9 57/15 60/15 63/14 2/13 5341 [1] 68/12 68/15 100 markets [1] 38/16 3/13 5424 [1] above [7] 18/18 18/19 100 million [1] 57/15 55 [1] 64/11 52/6 52/12 63/15 64/2 100 percent [1] 59/2 577-5424 [1] 3/13 76/4 100-unit [1] 41/25 36/12 58 [1] above-titled [1] 76/4 1000 [1] 3/22 3/17 589-1834 [1] 41/20 absolutely [1] 1050 [1] 2/3 598-2987 [1] 1/17 academic [2] 13/13 10:45 [1] 1/6 5:30 [1] 74/22 13/17 1110 [1] 3/15 1/15 1/23 5th [2] accept [1] 39/15 120 [1] 51/20 access [1] 67/13 12/19 12:15 [1] 6 according [3] 51/23 12:16 [1] 75/6 6.7 million [1] 57/2 56/19 63/20 12th [1] 2/12 3/5 603-294-1591 [1] account [4] 25/1 31/19 15 [2] 36/18 44/7 60611 [1] 3/8 64/10 64/17 150 [1] 18/24 65 [2] 18/15 18/19 accurate [5] 25/9 25/13 1500 [4] 42/19 42/24 4/5 6511 [1] 32/12 62/24 63/4 43/22 63/15 19/8 68 [1] acknowledged [1] 159 [1] 3/3 18/6 1591 [1] 3/5 7 acquired [1] 58/17 16 [5] 49/25 56/9 56/11 70 [6] 23/18 23/20 across [1] 21/15 56/16 56/21 23/21 25/1 31/19 34/3 Action [4] 3/10 6/7 42/4 42/5 42/14 17 [4] 70,000 [3] 32/14 32/17 8/15 8/19 42/16 33/12 actually [17] 15/17 1702 [1] 2/9 3 715 [1] 3/16 18/19 19/2 25/21 25/23 18 [4] 49/19 49/22 50/5 725 [1] 2/12 30 [1] 55/10 25/24 30/23 47/4 47/13 51/1 75 [5] 18/19 20/13 300 [1] 2/8 49/19 49/21 52/21 18-2340 [1] 1/4 20/15 23/18 54/21 59/7 60/5 31 [2] 53/17 53/18 55/4 60/16 180 [1] 60/19 776-7824 [1] 3/23 3/8 312 [1] 69/25 1834 [1] 3/17 7824 [1] 3/23 addition [3] 20/16 19 [3] 36/23 37/9 53/2 32 [1] 66/22 7900 [2] 32/17 32/21 32399-1050 [1] 2/3 35/20 35/22 1900 [1] 2/17 3249 [1] 4/6 additional [1] 35/24 8 330 [1] 3/7 2 adjusted [1] 44/24 800 [1] 26/19 3300 [1] 2/4 administrative [2] 2 percent [1] 18/2 8030 [1] 3/12 4/4 333 [1] 37/18 61/18 2,140 [1] 51/11 850 [1] 2/4 17/16 17/18 21/7 34 [8] advance [1] 16/8 51/22 2,165 [1] 21/10 50/13 53/4 53/10 8700 [1] 1/16 advanced [2] 18/20 2,200 [1] 59/4 55/10 19/16 2,327 [1] 52/8 9 40/12 34 different [1] advantage [2] 28/6 2.2 [1] 57/18 34 markets [1] 21/17 90 [3] 33/18 33/18 61/23 2.2 million [8] 27/17 51/15 adversarial [1] 11/19 27/18 27/22 56/25 57/1 342 [3] 40/13 41/23 90013 [1] 2/9 43/18 advertising [1] 62/5 57/7 57/10 65/11 93 [2] 38/14 38/15 2/18 3481 [1] Advisers [1] 13/25 20 [3] 52/10 58/21 95 [1] 51/12 35 [2] 64/11 64/18 Aetna [68] 12/25 17/5 58/21 95 points [1] 51/10 353-4211 [1] 1/24 17/14 17/15 17/17 20 million [1] 65/13 4/6 354-3249 [1] 17/21 17/22 17/25 18/6 20-something [1] A 19/22 23/24 24/1 24/3 27/24 a.m [1] 1/6 4 24/3 24/6 26/23 27/14 200 [3] 43/2 43/7 52/12 abarlow [1] 3/17 4.2 [1] 56/8 27/16 27/22 27/23 20001 [1] 4/5 abide [1] 15/24 57/14 4.4 [1] 28/16 29/7 32/22 49/8 20004 [1] 3/22 abiding [1] 16/10 / 78 A Aetna... [44] 49/10 50/10 50/13 53/7 53/9 53/15 53/16 53/17 53/18 54/8 54/12 54/13 54/16 54/18 54/18 54/23 55/8 55/17 55/17 56/7 56/8 56/25 58/10 58/17 59/2 59/21 65/5 65/6 65/8 65/9 65/10 65/20 65/24 66/5 66/25 69/10 69/14 69/25 70/5 70/15 72/19 73/5 73/6 73/25 Aetna's [19] 14/10 49/17 50/16 50/17 50/22 51/5 51/16 51/19 52/11 54/6 55/9 56/4 56/7 56/18 56/22 60/15 65/1 69/24 74/1 affected [1] 71/14 after [13] 25/10 42/23 43/2 44/17 44/18 49/16 53/6 54/15 57/8 60/3 64/13 67/20 74/7 afternoon [2] 74/24 74/25 afterwards [1] 12/22 again [9] 25/18 27/7 29/14 34/9 43/4 48/17 55/13 60/1 61/9 against [1] 63/2 age [5] 18/15 18/16 18/19 18/20 19/16 aggressively [2] 52/1 68/9 ago [1] 10/19 agree [2] 66/21 66/21 agreement [5] 24/2 28/16 28/20 28/21 74/2 agrees [1] 70/10 ahead [2] 12/18 13/4 aided [1] 4/7 AIDS [4] 3/19 8/22 9/1 9/5 al [4] 1/3 1/6 6/8 6/9 aligned [1] 27/11 all [45] 6/2 6/23 7/3 7/4 7/9 7/15 9/9 10/16 11/14 12/2 13/1 16/9 17/18 20/2 20/11 23/12 25/2 25/2 25/7 27/23 29/3 33/12 39/24 42/14 43/20 47/18 47/22 48/2 49/4 49/12 50/13 50/19 53/3 53/4 56/15 57/7 58/15 60/25 61/15 64/11 66/3 73/18 74/8 74/13 75/5 all right [6] 7/9 9/9 10/16 13/1 29/3 74/8 Allen [2] 3/6 8/11 alleviate [2] 59/24 66/16 allow [1] 73/23 allows [2] 29/13 65/19 alluded [1] 36/10 alluding [1] 60/23 alone [1] 70/25 already [10] 9/19 17/11 24/1 28/4 28/16 37/5 37/9 37/11 44/2 44/2 also [23] 6/16 14/5 14/14 15/18 22/5 22/15 22/24 24/3 24/24 25/11 26/16 31/14 34/13 35/17 44/25 46/24 47/14 49/13 60/16 62/16 65/22 67/20 71/7 alvarado [3] 1/14 1/19 6/22 alvarado-rivera [3] 1/14 1/19 6/22 always [2] 39/20 69/3 am [3] 14/1 21/12 28/7 ama [1] 3/9 ama-assn.org [1] 3/9 AMERICA [2] 1/3 6/8 America's [1] 10/23 American [5] 3/2 3/7 8/8 8/12 13/8 amici [1] 9/15 AMICI'SS [1] 5/5 Amicus [4] 3/2 3/10 3/19 13/8 among [1] 38/12 analyses [1] 48/12 analysis [10] 14/3 36/6 40/10 41/5 53/3 55/13 60/22 61/5 61/6 68/7 Andre [2] 3/14 8/19 Andre Barlow [1] 8/19 Angeles [1] 2/9 Anna [1] 44/5 Anna Charney [1] 44/5 annulled [1] 28/21 another [10] 32/5 35/21 37/10 46/1 48/25 56/2 57/9 57/22 68/7 74/8 answer [1] 14/9 answered [1] 14/14 answers [1] 11/3 anti [1] 67/17 anti-competitive [1] 67/17 antitrust [4] 1/15 1/21 6/23 7/6 any [23] 10/25 11/23 12/12 15/12 16/1 19/17 21/4 29/16 29/17 41/7 46/13 48/7 60/23 61/6 61/21 63/25 67/21 68/3 68/5 69/15 69/18 70/1 74/21 anymore [1] 63/12 anyone [1] 21/12 anything [2] 10/7 68/14 anyway [1] 55/20 apologize [1] 50/2 app [1] 73/13 appearance [2] 7/3 7/10 APPEARANCES [4] 1/12 2/1 3/1 4/1 apply [5] 22/20 29/7 29/11 29/16 66/9 appreciate [2] 7/5 9/18 approach [6] 9/14 38/4 46/17 46/18 46/19 47/20 approaches [2] 47/19 48/18 approaching [1] 52/7 are [136] area [1] 15/13 arena [3] 61/1 66/6 66/8 argue [1] 68/22 arguments [1] 68/12 arises [1] 59/3 Arkansas [3] 63/23 64/21 64/22 arms [1] 62/11 Aronica [2] 3/19 8/21 around [1] 40/19 as [81] ask [7] 11/1 11/2 21/18 56/10 56/24 60/20 72/22 asked [1] 17/13 asking [1] 71/13 assessing [2] 70/17 70/20 assessment [3] 66/22 70/6 71/13 asset [2] 57/15 57/20 assets [5] 14/11 56/5 56/18 57/23 69/24 assigned [1] 50/16 assist [1] 27/19 Assn [1] 3/2 assn.org [1] 3/9 associate [2] 14/1 14/5 associated [1] 25/11 ASSOCIATION [4] 3/7 8/9 8/12 13/9 assume [3] 28/7 53/20 69/3 assumption [4] 51/4 51/14 51/18 53/13 assumptions [1] 49/17 attention [1] 11/19 ATTORNEY [3] 2/2 2/8 7/12 attract [1] 48/23 audience [1] 11/20 available [3] 40/11 41/14 41/21 Avenue [2] 3/15 4/4 average [5] 20/12 20/13 20/15 43/18 57/10 aware [3] 48/7 48/10 69/18 away [8] 27/2 27/9 29/15 30/9 39/11 60/12 61/1 61/11 50/21 51/6 51/17 51/19 53/19 53/20 54/18 55/10 61/9 61/15 63/1 74/7 74/15 Balto [3] 3/11 3/11 8/14 bargain [1] 57/25 bargaining [1] 65/20 Barlow [3] 3/14 3/15 8/19 barriers [5] 16/6 58/6 66/18 67/15 67/24 base [2] 27/15 27/15 based [1] 40/25 basically [20] 21/12 22/8 35/9 37/12 37/19 38/18 39/8 41/20 41/21 42/16 44/16 45/4 45/22 46/11 49/12 57/1 61/9 61/11 63/11 66/21 batteries [2] 25/21 26/2 be [85] because [34] 15/12 23/10 24/21 26/1 26/24 27/2 27/4 27/7 28/20 28/24 29/24 30/7 30/8 34/25 38/21 39/10 39/19 40/2 41/12 44/13 46/13 49/9 50/2 50/17 56/11 57/5 57/9 58/1 61/4 67/15 69/9 69/23 70/2 73/16 become [2] 18/22 60/7 becomes [3] 43/3 52/13 63/19 becoming [1] 52/7 been [15] 13/9 17/10 17/25 37/11 44/10 44/13 60/22 60/23 64/5 65/24 66/16 67/1 69/24 72/3 73/22 before [8] 1/10 6/7 10/17 17/6 65/2 65/25 68/14 74/21 behalf [17] 3/2 3/10 3/19 6/16 6/19 6/22 7/14 7/15 7/24 8/2 8/5 8/8 8/15 8/19 8/22 9/1 9/5 behave [3] 46/21 46/25 47/4 being [15] 11/21 19/22 19/25 24/5 24/6 24/9 24/17 28/7 28/20 30/21 30/25 39/24 55/25 61/3 63/15 believe [3] 40/22 68/3 68/5 belong [1] 53/18 below [3] 18/23 51/12 63/1 Bench [1] 9/16 beneficiaries [7] 15/18 B 19/9 20/13 64/12 64/18 back [22] 10/20 12/21 65/11 68/19 22/18 30/25 33/15 beneficiary's [1] 20/23 33/21 35/20 36/1 43/16 benefit [4] 22/2 24/24 26/10 33/9 benefits [4] 19/1 22/9 30/6 30/8 Bertrand [1] 48/24 best [10] 11/3 53/6 58/14 59/1 59/18 63/13 63/13 63/17 63/17 71/4 best-case [6] 53/6 58/14 59/1 59/18 63/13 63/17 better [9] 27/4 27/6 27/8 27/12 33/10 50/6 65/20 73/12 73/25 between [9] 20/6 42/23 43/1 43/2 53/16 64/11 65/8 66/25 70/15 beyond [3] 31/20 59/18 72/14 bid [2] 48/23 62/19 bids [4] 20/9 20/12 21/16 48/22 big [5] 25/5 31/24 33/20 39/3 68/24 bigger [3] 61/25 65/12 65/19 billion [4] 56/7 56/8 57/13 57/14 bills [2] 14/25 14/25 bit [6] 12/18 26/5 40/8 51/15 53/13 67/6 blocks [1] 73/16 board [1] 14/1 boardrooms [1] 10/23 bold [2] 63/5 63/6 borne [2] 15/13 19/18 both [7] 11/17 16/23 17/15 32/23 41/16 58/12 69/16 bottom [1] 51/8 bought [5] 56/4 56/7 56/8 56/18 57/4 Brady [2] 2/2 7/11 brand [8] 54/6 54/9 54/13 54/16 54/19 62/5 65/6 69/11 branding [1] 54/2 break [3] 12/21 20/5 74/25 breakdown [3] 36/10 36/12 36/16 bring [4] 12/9 12/13 12/15 32/12 bringing [1] 32/11 broader [2] 70/25 71/19 Broadly [1] 14/7 Budget [1] 45/13 budgeted [1] 12/20 bunch [1] 15/24 business [14] 28/12 30/12 30/13 34/3 49/18 50/4 50/17 56/23 58/3 58/9 61/5 61/12 72/19 72/20 buy [5] 16/22 57/14 57/23 73/5 73/21 buying [2] 56/10 73/4 79 C calculates [1] 20/12 calculating [1] 50/7 calculations [1] 49/15 calibrate [2] 47/3 47/3 California [4] 2/6 2/7 7/15 7/16 call [5] 20/24 26/18 31/7 46/19 50/23 called [3] 18/22 23/6 49/1 came [1] 58/3 can [44] 7/2 9/14 10/12 11/9 11/18 12/10 14/18 18/11 20/5 26/5 28/21 28/21 30/2 30/9 30/9 32/22 33/23 37/10 39/19 40/8 40/15 43/11 43/18 47/6 47/7 48/20 48/24 49/22 50/22 52/10 52/20 52/21 54/2 54/6 54/15 54/17 61/23 62/6 62/10 63/5 68/22 73/5 74/10 74/17 can't [3] 16/7 30/16 61/21 cannot [8] 28/21 31/23 52/1 54/9 54/12 59/20 63/11 70/1 capability [1] 16/9 Capitol [1] 2/3 car [6] 24/19 24/21 25/18 25/20 25/21 68/21 care [3] 27/12 33/8 72/25 cars [1] 25/25 case [10] 15/4 15/6 43/6 43/10 53/6 58/14 59/1 59/18 63/13 63/17 cases [1] 42/8 Casey [2] 3/20 8/25 catastrophic [1] 20/24 categories [2] 10/4 42/7 caught [1] 36/22 cause [1] 41/9 caveat [1] 28/15 cell [1] 11/24 certain [6] 10/4 15/18 15/19 18/24 20/25 24/2 Certified [1] 4/3 certify [1] 76/2 chain [1] 13/24 challenge [1] 42/21 change [5] 42/20 42/22 43/1 46/9 60/19 changed [1] 28/21 changes [2] 42/17 50/24 changing [3] 45/16 45/17 45/19 Charney [1] 44/5 Chase [1] 3/12 chcasey [1] 3/24 Chevy [1] 3/12 Chicago [1] 3/8 Chief [1] 1/21 choice [5] 21/11 21/13 21/15 53/15 65/7 choose [2] 46/22 65/7 chose [4] 53/15 53/15 53/16 65/9 Chris [1] 8/25 Chris Casey [1] 8/25 Christopher [1] 3/20 chronic [1] 19/10 Cigna [1] 25/6 cited [2] 13/25 48/8 Civil [1] 6/7 claim [2] 26/18 73/22 claimed [1] 14/15 claims [4] 24/24 26/15 72/3 72/6 clarifying [1] 38/6 classroom [1] 10/18 Claudio [1] 46/18 Claudio Lucarelli [1] 46/18 clear [4] 9/25 10/1 37/1 69/14 Clinics [1] 72/13 clout [1] 65/16 club [1] 73/2 co [6] 14/2 22/10 22/10 61/25 62/2 62/3 co-editor [1] 14/2 co-insurance [1] 22/10 co-pay [3] 61/25 62/2 62/3 co-pays [1] 22/10 colleagues [1] 44/5 college [1] 10/18 COLUMBIA [2] 1/2 6/3 combined [2] 54/23 69/22 come [8] 6/6 6/10 10/11 12/21 46/20 48/8 72/23 73/1 comes [1] 61/9 comment [2] 14/15 72/4 commonly [1] 40/21 companies [3] 25/2 27/20 47/10 company [8] 23/5 23/7 23/9 28/13 38/14 56/12 57/24 64/10 compare [2] 46/4 48/13 compared [4] 45/15 45/20 65/9 65/20 compete [10] 25/17 29/14 46/25 52/1 52/20 55/16 55/23 55/25 65/2 68/9 competing [17] 25/19 27/3 27/12 31/14 32/4 32/5 32/9 34/14 34/20 39/3 39/9 39/11 39/15 48/25 49/2 50/12 50/14 competition [6] 14/12 18/7 18/8 39/20 45/11 48/4 competitive [32] 34/6 38/19 42/2 42/24 43/5 51/24 53/1 53/11 54/25 55/2 55/3 55/11 55/15 58/8 58/19 58/23 63/18 63/20 64/9 66/16 66/24 67/13 67/17 68/10 68/10 69/4 69/6 69/7 70/9 70/13 71/6 71/9 competitor [17] 17/21 17/25 18/3 18/4 25/11 49/5 49/8 55/25 59/20 63/25 65/1 65/4 66/4 66/5 69/10 69/14 69/15 competitors [7] 38/9 45/15 45/17 45/19 45/21 59/22 63/9 complaint [2] 71/18 71/22 complete [1] 30/4 complicated [1] 29/23 computer [1] 4/7 computer-aided [1] 4/7 concentrated [16] 31/18 41/2 41/2 42/1 43/3 43/8 43/21 43/23 44/2 44/3 47/16 52/7 52/14 59/5 59/10 60/7 concentration [16] 17/9 17/12 34/10 34/11 34/13 40/7 40/21 42/9 45/5 45/10 47/23 49/16 50/9 59/25 63/1 68/2 concern [7] 42/8 42/21 43/5 51/13 63/1 64/3 64/19 concerning [2] 58/1 58/12 concerns [28] 42/2 42/25 51/24 53/1 53/12 54/25 55/2 55/3 55/11 55/15 58/8 58/19 58/23 59/25 63/18 63/20 64/5 66/16 68/10 68/10 69/4 69/6 69/7 70/9 70/13 71/7 71/9 71/24 concessions [2] 23/12 23/14 concluded [1] 75/6 conclusion [4] 47/19 47/22 48/3 48/8 conditions [7] 15/11 19/10 19/10 19/12 19/14 30/18 68/20 conduct [1] 60/25 conference [1] 9/16 conflict [1] 31/15 confused [1] 36/25 Congressional [1] 45/13 CONNOLLY [2] 2/12 7/20 consequences [2] 15/25 41/17 consider [1] 41/25 consistent [7] 48/16 57/17 59/13 59/14 59/16 67/23 69/16 constant [1] 45/21 constituted [2] 70/18 70/21 Constitution [1] 4/4 consumer [5] 1/22 3/10 8/15 8/19 20/21 Consumer Action [1] 8/19 consumers [28] 15/9 18/9 21/2 23/14 45/2 46/21 46/23 47/3 50/16 50/19 50/22 51/5 51/6 51/16 51/19 52/3 52/11 53/7 53/9 53/14 54/7 54/10 55/9 57/3 60/15 60/16 62/11 68/24 contempt [1] 11/22 continue [1] 74/14 CONTINUED [3] 2/1 3/1 4/1 contract [7] 28/22 32/10 32/20 33/12 39/17 39/21 53/21 contracts [2] 24/22 67/14 contractual [1] 32/6 contrary [1] 61/4 control [2] 34/3 50/23 controlled [1] 46/14 controls [2] 31/24 60/13 conversation [1] 74/14 copy [1] 42/11 corner [1] 51/9 corporate [1] 10/23 CORPORATION [2] 1/6 6/9 corporations [1] 25/11 correct [6] 23/16 23/25 28/7 41/3 64/23 76/3 correctly [1] 32/5 correlated [1] 34/10 cost [7] 16/3 22/3 22/6 22/9 29/14 33/9 40/4 costs [12] 20/5 20/10 21/1 21/2 21/5 30/7 33/11 33/24 37/18 45/2 45/7 61/18 could [18] 13/12 30/17 33/22 35/1 35/3 35/17 38/18 43/12 49/18 59/24 61/14 61/16 61/17 61/19 61/21 62/16 63/24 66/9 Council [1] 13/25 counsel [6] 6/10 9/9 9/15 9/15 42/10 42/11 counsel's [1] 11/24 country [1] 58/18 couple [2] 54/3 66/13 Cournot [1] 49/1 court [11] 1/1 4/2 4/3 6/3 6/5 6/7 9/19 10/10 11/22 42/4 75/1 Courthouse [1] 4/4 Courts [2] 41/8 41/16 cover [2] 14/25 40/3 coverage [3] 16/3 44/25 45/6 covered [3] 19/22 19/25 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[3] 30/23 Dr. [4] 9/10 10/11 30/25 31/25 10/17 13/12 discuss [2] 60/24 61/8 Dr. Sood [4] 9/10 discussing [3] 13/18 10/11 10/17 13/12 64/6 66/17 dramatically [1] 66/2 discussion [1] 49/20 Drive [1] 3/12 DISTRICT [5] 1/1 1/2 drug [22] 13/23 14/11 1/10 6/3 6/3 14/20 15/22 16/12 divested [2] 55/18 16/16 16/19 16/21 17/1 69/24 17/6 21/2 22/11 22/12 divestiture [25] 14/10 22/14 22/16 23/6 23/10 14/12 25/10 49/7 49/9 24/17 26/18 33/9 35/14 49/10 49/13 49/16 44/25 50/15 51/10 51/21 52/8 drugs [14] 14/21 15/1 53/6 55/15 59/4 60/4 15/1 15/21 15/22 16/24 63/15 64/14 64/15 22/3 22/6 23/5 39/24 64/20 69/19 69/22 70/4 45/3 57/11 61/20 62/10 70/18 71/19 DUANE [4] 3/21 8/22 divided [1] 17/16 D 9/1 9/5 Duane Morris [3] 8/22 9/1 9/5 duanemorris.com [3] 3/23 3/24 3/24 DULY [1] 13/9 during [4] 44/9 44/15 44/22 45/5 E each [12] 17/16 18/7 20/19 21/8 21/10 25/19 36/4 43/17 46/25 50/12 50/14 60/13 earlier [6] 31/18 40/7 46/2 47/25 65/24 71/5 economic [3] 13/25 14/6 48/16 economics [4] 13/15 13/22 14/3 35/4 economies [2] 65/19 69/12 economist [2] 34/4 48/14 economists [3] 31/7 40/22 46/19 editor [2] 14/1 14/2 editorial [1] 14/1 effect [1] 45/9 effective [3] 67/4 67/9 67/11 effects [3] 45/9 45/11 67/17 efficiencies [8] 14/15 68/13 69/18 70/2 70/9 70/12 72/1 72/2 efficiency [3] 72/3 72/6 73/22 either [7] 16/22 17/17 23/13 28/9 37/17 44/2 58/9 elderly [2] 15/9 15/9 electric [4] 25/20 25/20 25/21 26/2 electronic [2] 11/21 11/23 eligible [11] 14/22 15/2 15/8 16/19 16/21 17/2 18/16 18/21 18/23 22/22 64/12 Ellingson [1] 3/12 else [4] 10/7 57/23 62/10 68/14 elsewhere [2] 30/16 30/17 emphasizing [1] 32/20 empirical [6] 48/12 48/15 59/14 59/16 69/13 69/16 end [1] 62/15 engage [1] 60/25 engine [1] 24/20 enhance [1] 43/11 enjoy [2] 56/12 56/13 enough [2] 39/20 71/25 enrolled [1] 18/14 enrollees [4] 20/6 27/22 27/23 64/7 enrollment [4] 40/11 41/22 50/20 51/7 enter [3] 7/10 16/10 58/4 entering [1] 7/3 entities [4] 30/24 50/11 71/1 72/11 entity [1] 28/3 entrants [1] 67/1 entry [21] 16/6 43/13 44/16 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[1] 56/22 expenditures [6] 15/18 15/19 15/21 20/23 37/16 40/3 expenses [1] 37/18 experience [1] 67/23 experiencing [1] 44/1 experiment [1] 46/4 experts [1] 72/18 explain [5] 11/10 11/10 49/22 50/5 63/6 explanation [2] 57/21 57/22 explicitly [1] 46/3 Express [3] 25/5 31/13 34/6 Express Scripts [3] 25/5 31/13 34/6 extent [1] 28/19 extra [1] 36/2 eye [1] 36/22 F face [2] 31/15 31/16 fact [5] 11/5 20/19 34/13 44/9 50/13 factor [2] 55/13 56/2 factors [2] 55/14 66/3 fair [1] 24/11 fairly [1] 31/18 fantastic [1] 59/20 far [3] 21/24 66/14 68/17 fast [1] 67/7 feature [2] 15/15 17/8 features [4] 15/3 15/5 46/22 47/2 federal [1] 18/25 fee [1] 37/11 feels [1] 30/15 fell [1] 44/25 field [1] 14/2 figure [5] 30/22 31/5 32/11 41/17 55/14 filed [1] 71/18 filing [1] 11/9 finally [1] 52/9 financial [3] 37/14 38/12 56/19 find [10] 31/10 44/6 44/18 44/22 44/25 45/18 47/4 53/17 60/18 70/8 fine [1] 67/9 finer [1] 66/14 finish [2] 12/20 74/23 firm [4] 23/11 24/8 47/8 47/8 Firm A [1] 47/8 Firm B [1] 47/8 firms [13] 34/2 45/23 45/24 46/24 47/2 47/4 47/12 47/13 47/16 48/20 48/22 48/25 49/1 first [20] 9/10 11/7 12/19 15/7 16/1 17/24 26/9 30/19 31/6 44/17 81 13/12 22/13 22/16 22/17 39/9 39/10 58/24 first... [10] 45/13 53/5 60/6 71/4 54/5 54/7 55/20 58/24 given [8] 16/5 21/12 60/1 65/6 67/20 68/17 21/13 22/10 22/11 Fitzgerald [2] 1/13 22/12 64/15 65/7 6/16 gives [1] 65/16 FL [2] 2/2 2/3 giving [1] 39/3 Florida [6] 2/2 2/6 7/8 12/19 13/4 go [31] 7/9 7/12 7/16 22/15 30/16 30/17 focus [2] 11/18 60/1 31/12 31/22 31/23 folks [1] 19/5 33/19 39/25 40/2 40/2 FOLLOWS [1] 13/9 40/5 41/9 41/12 41/23 footprint [1] 67/3 47/12 47/14 51/1 51/6 forced [1] 73/19 53/2 53/7 53/16 55/9 foreclosure [5] 31/7 59/12 59/18 61/21 31/10 34/17 35/17 68/22 68/24 74/10 61/10 74/15 foregoing [1] 76/3 God [1] 6/4 former [1] 49/17 goes [2] 23/8 35/22 forms [1] 45/19 going [60] 10/25 10/25 formula [1] 51/2 11/2 11/3 12/19 13/2 forward [3] 6/10 41/7 15/13 17/21 21/16 27/2 65/1 33/15 33/20 33/20 34/5 found [1] 67/20 34/16 34/22 35/15 Foundation [4] 3/19 35/19 35/20 35/23 8/23 9/2 9/6 36/12 36/13 37/10 four [5] 7/1 15/5 19/13 37/20 37/20 38/19 36/4 62/24 39/16 40/4 40/4 41/7 fourfold [1] 18/2 41/13 41/14 41/14 fourth [1] 26/15 43/16 46/20 46/24 47/1 fraction [2] 37/19 50/19 50/23 56/12 50/22 56/13 57/1 57/8 57/13 FTC [9] 40/25 41/24 57/19 58/9 58/10 63/12 42/7 42/17 43/19 51/23 65/1 67/7 71/1 72/8 52/13 59/13 63/21 73/14 74/4 74/14 74/21 full [1] 13/12 74/22 74/23 74/24 75/2 fully [1] 64/20 Goldilocks [1] 60/18 function [5] 26/9 26/11 6/12 6/15 good [23] 26/13 26/15 37/21 6/18 6/21 7/19 7/23 8/1 functions [4] 24/4 8/4 8/7 8/11 8/14 8/18 24/17 26/5 26/7 8/21 8/25 9/4 31/20 further [1] 55/5 33/1 34/25 55/7 55/22 future [1] 56/15 57/24 67/7 73/20 Good morning [6] G 6/12 8/7 8/14 8/18 8/25 gain [2] 35/17 35/18 9/4 gaining [1] 36/1 got [9] 6/25 10/7 11/10 2/2 2/8 19/9 general [4] 32/21 36/16 36/18 66/6 36/20 41/8 57/24 General's [1] 7/12 government [13] 15/17 GENERAL/FL [1] 2/2 15/21 16/4 16/9 20/6 generally [1] 66/9 20/9 20/11 20/12 20/17 generate [1] 57/2 20/22 21/1 21/3 21/6 generating [1] 57/8 great [3] 7/13 58/3 gentlemen [1] 74/20 geographic [4] 17/19 74/12 greater [4] 42/22 43/9 21/7 40/12 67/3 54/17 71/2 get [15] 12/24 13/1 grounds [1] 11/21 30/24 32/6 32/9 32/20 8/16 17/17 group [3] 33/20 34/5 35/19 61/20 28/9 62/10 62/25 69/11 growth [2] 45/20 46/8 74/22 74/24 guidelines [9] 40/25 gets [3] 23/11 29/23 41/24 42/7 42/17 43/10 69/5 getting [8] 29/12 30/15 51/23 52/13 59/13 30/19 32/23 36/23 58/3 63/21 F 60/16 61/15 give [11] 11/3 12/10 hear [2] 9/10 12/22 HEARING [1] 1/9 Habash [2] 2/15 8/2 held [1] 11/21 had [9] 10/21 24/2 help [6] 11/10 11/18 25/21 28/16 30/23 22/1 33/23 37/1 50/5 31/17 36/12 47/25 helping [4] 26/9 26/11 53/15 26/13 55/14 half [2] 74/8 75/2 Henry [4] 3/2 3/6 8/8 hand [2] 10/13 51/9 8/11 handful [1] 12/7 Henry Allen [1] 8/11 happen [12] 17/20 8/8 25/23 25/24 30/3 35/25 Henry Quillen [1] 3/9 henry.allen [1] 47/7 50/15 52/23 52/25 her [2] 37/6 44/5 59/11 62/13 70/4 here [18] 6/25 9/9 10/6 happened [2] 49/11 12/19 15/9 32/2 40/16 65/22 40/19 42/14 53/5 68/23 happening [6] 17/10 69/13 69/17 70/2 71/1 31/5 43/25 44/20 44/21 72/2 74/14 75/1 46/14 Herfindahl [42] 40/13 happens [8] 15/23 20/8 40/16 40/20 40/23 41/1 47/25 49/9 52/4 54/24 41/23 41/25 42/17 60/11 63/7 42/18 42/19 42/20 hard [2] 30/5 61/17 42/22 42/23 43/1 43/4 harm [2] 15/12 69/17 43/7 43/9 43/14 43/17 has [31] 9/19 12/20 43/17 43/21 43/23 44/1 15/25 17/9 17/25 18/5 44/12 50/8 50/24 51/9 21/10 24/1 25/16 30/19 51/10 51/20 51/22 52/5 32/17 39/8 44/10 44/12 52/8 52/11 52/23 59/3 51/5 55/11 56/25 60/3 59/4 59/9 60/19 63/10 60/5 61/12 63/8 65/6 63/12 63/14 64/1 65/10 65/12 65/22 Herfindahl Index [38] 65/24 70/6 72/24 73/19 40/13 40/16 40/20 73/19 73/22 40/23 41/1 41/23 41/25 have [90] 42/17 42/18 42/22 haven't [3] 34/17 34/23 42/23 43/1 43/4 43/7 66/9 43/9 43/14 43/17 43/21 having [2] 13/9 27/14 43/23 44/1 44/12 50/8 Hawaii [4] 2/7 7/17 50/24 51/9 51/10 51/20 64/21 64/22 51/22 52/5 52/8 52/11 he [7] 10/12 12/12 52/23 59/4 59/9 60/19 12/19 46/18 46/18 63/10 63/12 63/14 64/1 46/20 46/20 Hey [1] 22/15 he'll [1] 75/2 high [4] 34/12 45/6 he's [3] 10/25 11/2 72/25 73/20 67/7 high-quality [1] 72/25 head [4] 18/7 18/7 18/8 higher [14] 16/3 21/5 18/8 27/24 34/10 34/11 head-to-head [2] 18/7 39/15 40/22 40/23 41/6 18/8 43/18 45/6 45/25 47/24 health [46] 1/6 6/9 7/21 49/5 7/24 8/2 8/5 13/15 highest [1] 63/8 13/21 14/3 14/4 15/11 34/6 41/2 highly [8] 16/22 19/14 19/15 43/3 43/8 43/22 44/3 21/24 22/1 22/9 30/10 52/7 52/13 30/22 30/25 31/4 31/4 him [4] 9/11 12/10 31/14 32/6 32/10 33/4 12/13 12/20 33/7 33/8 33/16 33/23 hire [1] 33/5 34/14 36/2 37/6 37/6 33/7 38/19 38/20 39/3 39/6 hiring [1] 11/18 12/22 his [3] 39/9 39/10 39/11 39/12 37/6 39/15 44/16 44/19 hold [4] 16/11 55/16 68/20 55/17 58/16 healthcare [18] 1/22 holds [1] 52/17 3/19 8/22 9/1 9/6 21/1 holistic [3] 38/3 38/4 28/11 37/16 37/20 40/3 38/5 72/7 72/9 72/17 72/18 Honor [24] 6/12 6/15 72/20 73/2 73/6 73/12 6/18 6/21 6/24 7/19 healthcare-covered [1] 7/23 8/1 8/4 8/7 8/11 28/11 H 8/14 8/18 8/25 9/4 9/12 9/18 9/24 10/8 12/5 13/3 31/17 74/18 75/4 HONORABLE [3] 1/10 6/4 6/5 horizontal [1] 42/8 hospital [2] 14/25 16/23 hour [2] 74/8 75/2 hours [1] 12/20 how [31] 6/25 10/22 16/1 16/18 17/5 19/21 20/5 22/9 22/12 27/14 27/19 30/3 30/24 35/4 37/9 37/10 42/16 46/21 46/21 46/24 47/3 48/12 49/17 50/24 51/2 52/20 52/20 52/21 63/19 69/4 71/1 hquillen [1] 3/5 hub [1] 73/13 hubs [1] 72/9 huh [4] 28/2 32/16 32/18 37/8 hurt [1] 68/23 hypertension [1] 19/11 hypothetically [1] 35/14 I I also [1] 14/14 I am [1] 14/1 I apologize [1] 50/2 I did [2] 53/3 53/3 I don't have [1] 68/5 I don't know [3] 55/6 62/6 71/12 I don't think [2] 69/9 73/15 I have [9] 13/21 36/6 42/14 58/21 60/9 65/5 66/20 70/7 74/3 I haven't [1] 66/9 I know [1] 66/13 I mean [2] 34/3 41/17 I recall [1] 36/9 I represent [1] 28/9 I think [26] 19/19 20/1 26/1 27/21 29/23 49/19 50/3 53/5 54/20 56/2 56/7 58/1 58/8 58/12 59/2 59/12 62/7 62/11 68/16 69/21 70/14 71/12 73/3 73/18 74/3 75/2 I understand [5] 21/24 32/1 32/5 32/15 49/15 I want [3] 11/20 14/9 69/1 I went [1] 10/18 I will [1] 28/7 I'd [2] 40/6 68/12 I'll [3] 11/22 26/18 74/4 I'm [22] 7/7 7/7 9/24 11/6 13/14 14/5 29/12 32/10 39/16 39/16 41/3 46/20 46/24 47/1 48/9 48/10 50/10 61/22 66/7 82 innovators [2] 73/11 73/14 I'm... [3] 71/21 72/4 input [8] 24/12 24/15 73/18 31/7 31/9 34/17 35/16 I'm going [3] 39/16 60/17 61/10 46/20 47/1 inputs [2] 25/15 55/24 I'm not [4] 7/7 39/16 instance [1] 11/23 48/9 71/21 instead [2] 20/25 55/1 I'm sorry [1] 9/24 institutional [1] 48/21 I'm sure [1] 11/6 insurance [6] 14/24 I've [3] 14/14 71/6 75/1 16/22 16/22 22/10 37/6 IL [1] 3/8 37/6 imagine [3] 30/3 32/19 insured [3] 36/11 37/3 51/25 37/23 impact [4] 64/9 68/24 insurer [10] 36/23 37/2 70/24 71/2 37/5 37/10 37/13 37/21 importance [1] 41/5 44/10 65/12 72/19 73/5 important [5] 15/15 insurers [1] 37/15 17/9 19/19 40/16 70/14 insuring [1] 72/20 impossible [1] 62/25 integrated [1] 36/4 incentive [7] 26/21 integration [1] 73/24 27/6 29/5 29/6 39/9 14/7 intend [1] 39/19 61/12 interest [7] 8/16 41/7 incentives [5] 26/25 41/13 41/15 48/1 52/25 27/11 33/4 34/18 38/18 70/21 include [2] 7/16 29/20 interests [2] 13/18 includes [1] 11/24 61/4 income [15] 18/22 44/8 44/10 18/23 18/23 18/25 19/2 involved [2] 49/10 irrespective [1] 19/3 19/7 19/15 20/16 is [265] 20/17 20/20 64/6 64/11 is there [1] 68/14 64/18 68/19 issue [2] 9/17 10/2 incomes [1] 15/10 issues [1] 15/4 increase [23] 16/2 it [78] 17/12 18/2 19/17 19/18 it would be [2] 24/19 21/4 41/25 43/18 45/22 61/4 46/12 47/16 47/23 51/9 it's [23] 16/7 25/22 52/16 55/4 55/12 63/1 27/3 27/15 30/4 30/15 63/10 65/25 66/1 68/2 30/22 32/20 34/4 34/12 68/4 68/6 38/2 41/9 41/13 41/13 increased [3] 18/1 42/9 41/14 54/20 57/17 44/23 62/25 63/11 65/16 increases [4] 40/13 65/17 72/20 73/3 43/7 44/1 48/5 it's likely [1] 41/9 increasing [5] 17/10 25/16 26/2 26/2 40/7 44/13 61/18 63/2 its [18] 27/23 29/13 29/14 index [45] 5/2 40/13 34/20 38/9 38/9 39/10 40/16 40/20 40/23 41/1 55/20 59/20 61/1 63/2 41/23 41/25 42/17 64/9 65/25 70/6 71/18 42/18 42/19 42/20 itself [4] 37/24 38/25 42/22 42/23 43/1 43/2 51/6 69/11 43/4 43/7 43/9 43/14 43/17 43/17 43/21 J 43/23 44/1 44/12 50/8 Jay [2] 1/13 6/12 50/24 51/9 51/10 51/20 jay.owen [1] 1/17 51/22 52/5 52/8 52/11 jesus [3] 1/14 1/18 52/23 59/3 59/4 59/9 6/21 60/19 63/10 63/12 Jesus M [1] 6/21 63/14 63/15 64/1 Jjaronica [1] 3/23 individual [4] 22/3 67/1 job [1] 70/22 67/12 67/16 Joe [1] 8/21 industry [2] 25/2 35/11 Joe Aronica [1] 8/21 inflation [1] 44/24 Jonathan [2] 2/11 7/20 initially [1] 74/2 Jonathan Pitt [1] 7/20 innovate [2] 72/17 Joseph [1] 3/19 73/20 Journal [2] 14/3 14/3 innovation [4] 72/7 journals [1] 14/2 73/16 73/18 73/19 jpitt [1] 2/14 innovative [1] 73/17 I Jr [1] 3/6 JUDGE [2] 1/10 8/21 June [2] 1/5 76/7 just [23] 12/7 12/18 13/1 16/7 26/24 30/4 30/16 34/12 34/25 35/14 36/5 36/7 36/10 39/15 51/12 51/15 58/24 59/15 62/9 63/1 64/5 68/16 71/20 JUSTICE [6] 1/14 1/20 12/25 41/8 41/16 71/17 K KALLAS [2] 3/3 8/8 Kansas [2] 51/3 53/3 keep [5] 9/25 19/19 22/19 37/17 49/18 key [11] 14/9 15/3 15/5 24/17 24/22 25/15 48/1 55/13 55/14 55/24 60/17 kicks [1] 15/21 kind [7] 19/19 27/11 39/14 43/6 43/16 60/24 66/3 kinds [1] 33/3 know [24] 16/7 19/11 28/8 30/4 30/19 31/1 31/22 35/6 38/17 47/15 54/7 54/13 55/6 57/5 57/7 62/6 62/11 66/13 68/7 69/2 70/7 71/5 71/8 71/12 known [2] 30/21 40/20 knows [1] 57/18 L Ladies [1] 74/20 laptops [1] 11/25 large [1] 28/9 largely [1] 67/1 larger [1] 59/22 largest [1] 23/22 last [3] 10/21 52/9 60/10 later [2] 26/1 74/22 law [2] 3/11 71/11 lays [1] 42/6 lead [7] 45/25 47/23 47/23 48/4 68/4 68/6 72/7 leading [1] 11/18 leads [4] 42/1 45/23 46/12 55/23 learned [1] 10/21 least [1] 19/11 leave [1] 53/8 leaves [1] 34/4 led [1] 17/11 Lee [2] 2/7 7/14 LEON [2] 1/10 6/4 less [6] 23/12 39/8 41/14 42/19 42/21 60/7 let [4] 21/18 32/1 60/20 72/4 let's [13] 26/3 35/4 51/4 53/13 53/14 53/20 55/6 56/6 58/14 58/15 59/18 59/19 60/1 level [8] 20/15 26/22 31/1 33/14 42/8 47/20 47/21 63/1 levels [2] 14/13 64/2 like [26] 10/3 16/7 21/16 24/19 24/19 25/18 27/13 28/24 30/15 33/22 34/2 39/5 39/14 40/6 42/4 48/24 49/24 53/15 54/18 56/24 61/25 64/5 68/12 68/16 68/21 74/21 likelihood [1] 66/15 likely [7] 41/9 41/12 41/17 43/11 60/24 60/24 66/24 limit [2] 70/24 72/10 limited [2] 56/1 71/23 line [2] 18/25 50/4 list [3] 23/6 23/11 23/12 listed [1] 58/22 literature [3] 59/14 59/16 59/17 little [8] 12/18 13/1 26/5 40/8 44/18 51/15 53/13 67/6 lives [1] 31/24 liz.brady [1] 2/4 Lizabeth [2] 2/2 7/11 LLP [4] 2/12 2/16 3/3 3/21 loaded [1] 71/3 logic [3] 29/7 29/11 29/16 longer [3] 17/22 49/8 53/18 look [19] 12/18 32/20 33/17 37/14 42/4 45/8 46/3 46/11 49/20 51/8 52/4 56/4 57/9 58/7 58/21 69/21 70/25 72/16 74/1 looked [5] 44/6 45/11 47/10 48/2 66/10 looking [2] 46/14 62/23 Los [1] 2/9 lose [10] 17/21 27/4 30/11 34/24 35/8 35/10 35/14 35/15 58/10 73/14 loses [1] 30/6 losing [5] 18/3 18/4 30/13 35/25 62/16 loss [6] 18/9 48/3 49/5 49/8 69/14 69/14 lost [4] 18/9 52/22 57/19 73/10 lot [7] 24/17 31/20 56/3 57/18 58/10 62/11 62/16 love [1] 53/7 low [19] 18/22 18/23 18/25 19/3 19/15 20/16 20/17 20/20 31/8 33/14 57/3 57/4 57/15 64/1 64/6 64/11 64/18 68/19 72/25 low-income [9] 18/22 18/23 18/25 19/3 20/17 20/20 64/6 64/11 64/18 lower [8] 15/10 29/13 29/14 30/7 30/9 33/23 45/20 45/23 lowering [1] 30/12 lowest [1] 48/23 Lucarelli [1] 46/18 lunch [1] 74/7 luncheon [2] 12/21 74/5 luxury [1] 68/21 M made [3] 16/12 21/23 73/22 main [1] 68/16 major [4] 24/12 24/15 24/25 44/10 majority [1] 19/13 make [7] 26/2 27/8 32/1 35/20 35/23 62/19 73/25 makes [3] 21/20 27/1 59/19 making [1] 64/1 Malinda [2] 2/7 7/14 Malinda.Lee [1] 2/10 manage [1] 30/3 Management [1] 14/4 manager [2] 55/20 61/4 manufacturer [5] 22/15 29/13 33/19 36/13 61/15 manufacturers [8] 22/5 24/22 26/12 28/8 29/9 31/25 65/18 67/14 many [8] 6/25 10/19 10/19 30/24 52/21 52/22 67/2 69/8 margins [2] 30/12 35/11 market [160] market share [17] 18/1 30/10 30/13 39/12 47/2 59/6 59/6 59/21 60/4 60/5 60/12 62/17 63/2 63/8 63/25 65/25 66/2 marketing [1] 37/18 markets [51] 17/19 20/4 21/7 21/17 38/13 38/14 38/16 38/20 38/22 39/18 40/12 43/20 43/22 44/14 44/19 45/9 45/10 45/15 45/16 45/18 45/20 45/20 46/3 48/4 50/12 50/13 53/4 53/4 53/11 54/25 55/1 55/2 55/10 59/25 62/25 63/13 63/23 64/17 68/8 68/11 69/3 69/5 69/8 69/9 69/15 71/7 71/10 71/14 83 M markets... [3] 71/24 72/4 73/23 materials [1] 36/9 math [2] 35/5 50/2 mathematical [1] 51/2 mathematically [2] 62/25 64/2 matter [10] 6/7 9/13 9/20 46/22 48/14 49/3 63/19 69/2 69/4 76/4 may [5] 9/12 11/15 12/8 27/21 27/21 maybe [10] 10/19 43/13 53/14 54/7 57/23 72/14 72/14 72/17 73/12 73/13 MAZARD [1] 3/15 McConnell [2] 3/20 9/5 McGinley [2] 2/16 8/5 MD [1] 3/12 me [15] 17/13 21/18 22/16 22/17 26/19 28/7 32/1 36/25 37/1 41/3 58/4 60/20 62/2 71/13 72/4 mean [6] 9/23 16/3 21/5 34/3 41/17 72/10 means [11] 18/7 27/1 27/3 43/21 43/23 58/9 58/11 63/8 63/24 70/1 72/25 measure [2] 40/21 50/8 mechanical [1] 4/7 Medicaid [2] 18/16 19/1 medical [6] 3/2 3/7 8/9 8/12 13/8 73/24 Medicare [13] 13/23 14/22 14/23 15/1 15/8 15/16 15/17 16/19 16/20 17/1 19/9 22/22 68/18 Medicare Part D [1] 14/23 mentioned [7] 20/4 21/7 31/17 40/6 46/2 47/25 65/24 Mercedes [3] 25/19 25/20 26/1 merge [6] 46/7 46/10 46/12 46/15 47/13 70/5 merged [5] 47/8 47/11 54/14 64/10 71/1 merger [51] 14/12 17/6 18/8 24/2 24/7 25/10 28/1 28/16 28/23 42/8 42/18 42/20 42/23 43/2 43/8 43/9 43/10 44/8 44/11 45/24 46/13 47/10 49/7 49/13 50/10 50/14 50/15 51/10 51/21 64/13 65/2 66/25 67/18 69/18 69/22 69/23 70/2 70/5 70/6 70/8 70/11 70/11 70/12 70/15 70/18 70/21 71/6 71/12 71/18 72/7 73/23 merger-specific [3] 70/8 70/11 70/12 mergers [11] 17/11 19/22 44/13 44/20 45/5 45/9 45/12 46/3 47/23 48/4 71/15 merges [2] 46/5 46/8 merging [1] 69/25 Merit [1] 4/2 Michael [4] 2/15 2/16 7/24 8/5 Michael Cowie [1] 7/24 Michael McGinley [1] 8/5 michael.mcginley [1] 2/19 Middle [1] 3/3 middlemen [1] 36/13 might [14] 11/5 22/19 30/3 30/11 31/3 31/4 50/20 52/2 54/11 62/13 62/17 68/13 69/19 72/22 mike.cowie [1] 2/19 million [34] 18/14 18/15 18/18 18/19 19/21 27/15 27/17 27/18 27/22 27/24 28/25 31/24 32/22 33/18 33/18 56/20 56/23 56/23 56/25 57/1 57/2 57/7 57/10 57/15 57/15 57/18 57/20 65/11 65/13 65/14 73/8 73/9 73/10 73/16 millions [1] 67/12 mimmick [1] 48/21 mind [2] 19/19 37/1 minute [1] 72/10 MinuteClinic [1] 73/1 MinuteClinics [2] 72/12 72/14 Mississippi [6] 2/6 7/16 58/25 60/1 60/4 63/24 mitigated [1] 68/11 model [14] 46/21 46/24 47/3 47/21 48/18 48/24 48/25 49/1 49/1 49/3 72/23 72/24 73/7 73/12 models [4] 47/5 49/4 49/12 73/17 moderately [6] 41/2 42/1 43/20 44/2 59/5 59/9 money [3] 30/6 30/11 33/11 monthly [2] 37/5 37/11 more [24] 13/21 15/20 18/11 19/14 20/5 20/18 26/5 29/12 29/23 38/2 38/4 40/8 46/9 47/15 48/23 57/20 62/5 63/14 64/17 65/8 65/16 66/9 69/8 70/14 morning [16] 1/8 6/12 6/15 6/18 7/19 7/23 8/1 8/4 8/7 8/11 8/14 8/18 21/22 34/8 37/25 38/1 8/21 8/25 9/4 12/21 38/13 38/14 38/15 MORRIS [4] 3/21 8/22 38/15 38/21 38/21 9/1 9/5 39/13 39/13 39/18 42/4 42/21 42/21 44/16 most [7] 13/18 36/23 40/21 43/6 45/2 46/22 44/18 44/20 45/5 49/8 71/11 51/13 53/14 53/18 57/23 58/2 58/3 58/3 motions [2] 1/9 9/19 58/11 59/10 62/14 move [8] 50/21 51/17 51/19 53/19 53/20 63/18 64/13 69/2 69/4 54/11 54/18 54/22 69/20 70/2 70/11 70/15 Mucchetti [2] 1/20 6/19 No. [2] 6/8 39/19 much [13] 16/8 19/21 No. 18-2340 [1] 6/8 22/9 22/12 38/20 43/18 No. 2 [1] 39/19 49/17 59/9 65/4 65/6 nominal [1] 44/23 65/12 66/4 66/5 non [5] 22/22 22/23 multiple [6] 15/11 19/9 28/10 32/23 71/2 19/10 30/18 56/21 non-PDP [5] 22/22 68/20 22/23 28/10 32/23 71/2 must [1] 39/14 none [1] 51/6 must-have [1] 39/14 nonetheless [1] 58/19 my [19] 13/14 13/24 not [80] 14/2 22/16 24/7 26/17 note [1] 9/20 36/22 37/1 37/13 37/16 noted [2] 56/24 70/7 54/5 67/6 69/7 70/22 notion [1] 57/17 71/5 71/8 71/13 71/22 now [49] 6/3 10/1 75/1 16/11 18/8 19/6 20/25 myfloridalegal.com [1] 21/20 23/25 25/9 26/1 2/4 28/7 28/20 28/24 30/4 30/8 30/11 32/21 35/16 myself [1] 70/24 37/2 38/17 41/4 41/5 N 42/10 47/6 47/15 50/17 name [2] 13/12 13/14 51/1 51/15 51/19 52/13 names [1] 6/10 53/13 53/17 54/3 55/2 nationwide [2] 23/16 55/5 55/5 56/11 56/18 32/21 60/11 60/13 60/15 63/7 nature [1] 12/7 64/15 69/23 69/24 70/3 NBER [1] 14/5 70/4 73/5 73/10 nearly [1] 44/10 nowhere [1] 62/10 need [5] 7/3 10/17 number [10] 26/19 15/24 22/16 22/17 27/24 45/15 45/16 needs [1] 12/13 45/19 45/21 45/23 NEERAJ [2] 13/8 13/14 45/24 54/25 55/7 Neeraj Sood [1] 13/14 numbers [1] 69/2 negotiate [4] 26/11 numerical [1] 60/14 26/13 30/5 33/19 NW [7] 1/15 1/23 2/12 negotiated [1] 33/14 2/17 3/15 3/21 4/4 negotiates [1] 23/9 negotiating [10] 22/2 O 22/5 24/22 30/1 31/23 oath [1] 10/14 33/1 39/6 61/17 65/16 object [1] 10/3 65/17 objections [1] 10/5 negotiations [2] 29/20 offer [2] 23/14 25/3 30/3 offered [3] 14/22 21/8 23/13 Neither [1] 66/23 net [4] 23/9 23/11 OFFICE [5] 2/2 2/7 35/11 39/23 3/11 7/12 45/14 network [5] 32/13 Official [1] 4/3 32/21 33/11 38/9 62/9 okay [14] 11/12 17/3 22/7 28/18 33/25 39/1 new [4] 59/19 72/23 73/6 73/13 42/13 42/15 43/15 66/11 67/8 74/5 74/6 next [6] 50/20 51/6 54/3 54/9 54/12 60/9 74/9 NH [1] 3/4 old [1] 11/2 Ninth [1] 3/21 older [2] 18/19 68/19 no [49] 1/4 7/5 10/5 once [2] 14/14 47/6 10/8 10/19 11/11 11/24 one [32] 9/12 9/15 14/9 11/25 16/16 17/22 15/13 30/12 32/5 35/25 42/9 43/17 44/12 46/5 47/20 47/21 53/22 53/23 53/24 53/25 55/3 55/11 55/14 55/24 56/12 57/17 57/21 57/23 58/3 58/4 62/12 66/20 72/6 72/10 72/12 one-minute-limit [1] 72/10 One-MinuteClinics [1] 72/12 ones [3] 24/22 24/23 64/5 only [28] 10/22 14/21 15/1 15/1 16/25 17/1 17/1 18/3 22/21 28/15 30/2 33/12 41/22 43/11 48/10 51/15 51/18 52/3 52/10 56/12 57/1 57/24 59/20 60/14 61/20 62/10 63/10 69/8 opaque [1] 30/21 open [3] 10/10 50/20 51/7 opening [1] 16/7 operate [3] 21/17 21/23 22/23 operating [2] 46/5 46/6 opinion [3] 15/3 38/8 39/23 opposing [2] 42/11 71/18 opposite [1] 48/8 optimistic [1] 54/21 option [2] 38/21 48/20 options [2] 31/11 31/20 Optum [5] 25/6 25/6 31/13 34/5 34/18 order [5] 6/6 9/20 9/22 9/25 41/6 organization [1] 14/6 original [3] 56/6 61/10 64/19 other [44] 12/23 14/16 17/8 18/7 18/17 18/25 25/12 25/20 27/10 27/20 28/13 30/13 31/12 31/13 31/15 34/13 34/16 34/22 37/21 39/17 39/21 43/13 44/15 46/6 46/13 46/25 47/20 50/12 50/14 52/19 59/21 61/21 63/9 71/7 71/9 71/14 71/24 72/2 72/4 73/11 73/17 73/23 74/22 74/24 otherwise [1] 57/9 our [2] 29/1 74/14 out [20] 18/18 30/22 31/5 32/11 35/5 36/18 37/15 38/14 38/15 41/17 42/6 45/2 45/7 47/4 49/10 53/10 53/17 55/10 55/14 73/14 out-of-pocket [2] 45/2 45/7 84 O outside [1] 31/20 outweigh [2] 70/9 70/12 over [9] 17/10 18/15 41/23 44/13 45/16 45/17 45/19 46/9 54/3 overall [2] 27/23 65/12 overview [1] 13/2 Owen [2] 1/13 6/12 own [10] 25/16 26/2 26/2 27/8 27/8 34/20 38/12 39/10 56/11 70/6 owned [3] 25/7 31/14 34/14 owns [2] 25/6 25/6 P p.m [1] 75/6 paid [2] 37/10 37/11 paper [6] 13/24 44/4 45/13 45/14 46/17 67/19 papers [5] 13/21 13/22 48/13 48/15 48/17 parameters [1] 47/4 part [8] 14/23 14/23 15/16 20/14 24/5 24/6 25/2 39/6 participate [3] 17/15 17/18 17/22 particular [1] 10/4 partner [1] 72/17 pass [6] 22/17 29/11 33/15 33/20 72/24 73/19 passed [1] 30/25 passes [1] 24/12 passing [2] 29/7 61/14 past [1] 67/23 patience [1] 75/1 Pause [1] 9/8 pay [7] 20/13 37/13 56/16 57/20 61/25 62/2 62/3 payers [1] 25/7 paying [2] 21/1 37/5 pays [2] 15/21 22/10 PBM [58] 21/25 23/8 23/10 23/13 23/16 23/25 24/3 24/4 24/12 24/15 24/18 24/20 24/21 25/14 25/15 26/6 26/7 26/19 26/20 27/19 27/20 28/3 28/12 28/13 28/17 28/25 29/17 29/17 29/24 30/21 30/23 31/12 31/16 31/18 31/22 31/24 32/19 33/7 33/23 34/2 35/11 35/15 35/18 35/25 36/2 36/5 36/16 38/23 38/24 38/25 39/6 55/20 60/25 61/3 61/12 62/17 69/11 73/25 PBM's [1] 22/1 PBMs [14] 21/21 22/23 23/15 25/1 25/5 25/12 26/3 31/13 31/15 31/19 32/4 34/13 34/16 34/22 PDP [85] PDP's [1] 24/13 PDP-specific [4] 70/1 70/2 70/11 70/15 PDPs [6] 21/3 21/8 25/3 67/4 67/12 67/16 people [21] 7/3 14/22 15/1 16/18 16/20 18/14 18/18 22/16 22/21 22/22 27/15 27/17 28/9 33/18 33/18 54/13 54/18 71/11 72/18 72/21 73/21 per [4] 35/9 56/9 56/11 57/2 percent [58] 18/2 18/2 18/21 18/24 19/2 19/8 19/23 19/24 19/25 20/1 20/13 20/15 23/18 23/20 23/21 25/1 31/19 34/3 35/12 40/14 44/7 44/23 44/24 45/1 46/9 46/12 47/12 47/14 47/14 51/5 51/14 51/15 51/16 51/18 52/3 52/4 52/10 52/17 52/18 53/9 53/20 54/21 54/22 55/6 55/9 55/9 59/2 59/6 59/7 60/4 60/5 60/13 60/15 64/11 64/11 64/18 65/25 65/25 performed [1] 24/18 period [5] 41/23 44/9 44/16 44/23 45/5 periods [1] 44/17 permeated [1] 10/22 permission [1] 49/24 person [1] 37/2 personal [1] 71/8 personnel [1] 67/13 Peter [2] 1/20 6/19 Peter Mucchetti [1] 6/19 peter.j.mucchetti [1] 1/25 pharmaceutical [10] 13/24 23/5 23/7 23/8 23/11 26/12 33/19 37/23 61/20 67/14 pharmacies [17] 22/2 23/14 24/23 26/14 29/21 31/25 32/13 32/14 32/21 33/12 39/17 39/21 61/17 61/20 61/23 65/17 67/14 pharmacy [23] 22/13 30/2 30/5 30/6 30/12 35/23 35/23 36/2 36/18 37/24 38/9 38/13 38/18 38/22 38/25 39/2 39/7 39/8 39/13 39/14 61/21 62/9 73/24 phenomena [1] 31/7 phones [1] 11/25 PIRG [2] 3/11 8/19 66/24 potentially [4] 19/15 Pitt [2] 2/11 7/20 30/17 58/18 73/6 proceed [2] 11/15 PL [1] 2/3 11/15 poverty [1] 18/25 PL-01 [1] 2/3 power [9] 16/2 19/17 proceeding [2] 11/19 placed [1] 10/14 21/4 31/23 43/11 52/16 12/1 plaintiff [2] 7/14 7/15 55/4 55/12 65/20 proceedings [3] 4/7 Plaintiffs [1] 1/4 75/6 76/4 plan [60] 14/11 14/20 pre [3] 14/12 50/10 14/21 15/22 16/8 16/16 50/14 process [1] 24/24 17/6 20/15 20/19 20/25 pre-merger [3] 14/12 processing [1] 26/15 21/24 22/1 22/11 22/13 50/10 50/14 produced [1] 4/7 22/14 22/16 22/18 predict [2] 49/4 49/13 product [2] 41/18 73/20 24/17 26/17 27/1 27/8 predicted [1] 47/11 27/9 27/12 28/10 28/10 prediction [2] 52/19 products [3] 1/22 27/23 37/23 30/2 30/10 30/22 30/25 58/25 31/4 31/4 32/6 32/10 professor [3] 13/14 preliminary [1] 9/12 40/10 46/17 33/7 33/8 33/16 33/23 premier [1] 14/6 36/2 37/6 37/6 39/3 profit [9] 35/9 35/20 premium [6] 20/14 39/6 39/10 39/10 39/11 37/20 45/20 46/8 46/9 35/23 36/3 37/17 56/16 56/16 57/2 57/8 39/12 39/15 39/23 46/5 46/15 46/6 46/8 46/9 46/22 premiums [34] 15/17 profitable [2] 35/1 36/5 47/21 48/23 52/1 53/17 19/18 20/10 20/18 profits [8] 56/7 56/9 20/20 21/5 24/13 29/14 56/11 56/12 56/13 53/18 65/8 65/8 planning [3] 26/1 67/5 30/9 37/13 39/25 40/2 56/22 57/2 57/6 40/3 40/4 44/23 45/6 67/12 program [3] 14/23 19/1 22/21 plans [29] 15/24 16/12 45/23 45/25 46/12 16/19 16/21 16/25 20/8 47/11 47/13 47/24 48/1 prohibit [1] 62/6 20/23 21/8 21/11 21/13 48/5 49/6 49/14 52/25 promotes [1] 73/15 21/16 25/16 27/7 31/14 57/12 59/11 59/12 68/4 proposed [1] 14/16 33/4 34/14 34/20 38/19 68/6 68/24 69/15 provide [14] 18/6 24/2 38/20 44/8 44/17 44/19 prescription [19] 13/23 26/19 26/22 26/25 27/6 27/11 28/16 29/6 34/19 46/4 46/11 46/15 46/22 14/11 14/20 14/21 35/7 35/18 38/19 62/17 15/22 16/12 16/16 47/3 53/15 54/3 16/19 16/21 16/24 17/1 provided [4] 24/5 24/6 play [1] 24/25 17/6 21/2 24/17 26/18 24/9 55/25 please [5] 6/5 6/10 33/9 35/14 39/24 57/11 provider [2] 24/15 10/15 13/13 40/8 31/12 present [1] 56/15 PLLC [1] 3/15 presentation [2] 12/6 providers [2] 32/7 pocket [2] 45/2 45/7 32/10 12/11 point [8] 11/7 11/8 61/10 66/14 69/1 70/14 presenting [1] 9/11 provides [3] 26/6 26/7 34/20 71/8 74/11 presiding [1] 6/4 providing [13] 24/20 points [10] 40/13 41/23 press [1] 74/1 24/21 25/15 26/16 27/4 43/18 51/10 51/20 52/5 presumed [1] 43/11 52/12 59/4 63/14 68/17 presumption [3] 52/15 27/8 28/25 29/17 31/2 31/10 33/9 60/17 72/25 policy [4] 13/15 13/16 55/4 55/12 13/22 14/3 public [12] 8/15 13/16 pretty [1] 67/7 41/7 41/13 41/15 48/1 previous [1] 11/9 poor [2] 19/15 35/7 52/24 68/18 68/22 price [14] 13/15 23/6 popular [1] 45/3 population [11] 15/14 23/9 23/12 23/12 39/9 68/23 70/21 71/14 17/1 18/11 18/20 18/21 39/11 39/23 41/17 56/4 publicly [2] 40/11 41/21 57/5 57/16 58/8 73/1 19/2 19/4 19/8 19/13 19/15 19/18 prices [13] 22/20 23/4 published [1] 13/21 23/24 24/12 34/9 34/11 purpose [2] 10/6 23/25 Portsmouth [1] 3/4 40/2 40/23 41/6 41/9 purposes [1] 49/20 position [2] 13/13 47/17 48/25 68/22 28/24 put [1] 66/14 pricing [4] 26/22 34/5 putting [1] 33/4 possibility [2] 59/10 34/25 41/18 62/21 Q possible [2] 59/24 64/2 primary [1] 33/22 Princeton [3] 44/4 46/1 qualified [1] 67/13 post [11] 18/8 24/7 qualifies [1] 19/3 42/18 43/9 50/15 51/10 67/19 qualify [3] 18/25 20/16 51/21 51/21 52/8 59/4 prior [6] 9/19 17/11 19/22 24/1 28/15 71/18 20/20 63/15 qualitative [1] 48/3 probability [3] 31/6 post-divestiture [3] quality [3] 34/19 72/25 35/7 35/9 51/21 59/4 63/15 73/21 post-merger [5] 42/18 probably [3] 12/20 quantity [1] 49/2 43/9 50/15 51/10 51/21 26/18 62/12 question [6] 14/9 problem [3] 26/18 potential [6] 15/12 14/14 36/6 48/1 55/22 57/22 58/2 58/5 58/11 34/17 34/23 71/3 69/17 problems [2] 64/16 85 Q questions [7] 9/21 10/4 11/1 11/3 11/5 11/6 11/18 Quillen [2] 3/2 8/8 quote [1] 70/8 R raise [3] 10/13 49/14 53/1 raised [2] 64/19 69/6 raises [6] 42/24 55/15 58/8 63/18 69/15 71/6 raising [1] 42/1 range [3] 35/12 56/8 56/23 Rani [2] 2/15 8/2 Rani Habash [1] 8/2 rani.habash [1] 2/18 rate [2] 39/16 50/23 rates [1] 38/19 rather [3] 15/22 27/12 39/16 raw [3] 30/15 30/19 30/20 reach [2] 47/18 47/22 ready [3] 11/15 12/4 74/15 real [2] 59/10 69/17 really [3] 34/17 34/23 68/23 Realtime [1] 4/3 reason [4] 57/4 68/3 68/5 69/21 reasonable [1] 56/16 reasoning [1] 47/15 reasons [4] 17/24 44/12 62/12 65/5 rebate [5] 22/17 23/9 29/12 33/20 33/21 rebates [5] 23/12 26/12 29/8 33/1 61/15 recall [1] 36/9 receives [1] 29/8 recent [2] 13/24 66/25 recess [1] 74/5 reconvene [1] 74/15 record [11] 6/11 9/20 9/22 9/25 10/1 12/1 12/2 12/2 13/13 33/1 76/3 recorded [1] 4/7 RECROSS [1] 5/4 REDIRECT [1] 5/4 reduce [2] 43/14 45/24 refer [1] 12/8 reference [1] 16/12 referring [1] 12/6 reflect [2] 9/20 9/22 reflects [1] 37/19 regard [1] 41/5 region [7] 17/17 20/19 21/10 21/12 21/13 21/14 58/24 regions [7] 17/16 17/19 21/10 21/15 58/17 58/22 64/10 Registered [1] 4/2 regulation [1] 16/6 regulations [2] 15/24 16/9 reimbursement [3] 22/13 26/14 33/14 reimbursing [1] 37/16 reintroduce [1] 54/15 relates [1] 15/4 relationship [2] 32/6 33/13 relative [2] 45/16 69/10 relax [4] 12/16 51/14 53/13 70/3 release [1] 74/1 relevant [3] 13/18 15/6 16/25 remain [3] 54/22 64/16 69/8 remaining [3] 19/4 20/14 37/17 remedy [2] 67/17 71/19 remember [4] 15/16 37/2 56/24 68/17 remind [1] 11/20 renewed [1] 28/22 repeated [1] 53/3 reporter [5] 4/2 4/2 4/3 4/3 67/6 reporter's [1] 75/1 represent [4] 28/8 28/9 32/10 33/18 representing [2] 6/13 7/20 reputable [1] 48/7 require [1] 61/19 required [1] 20/9 requires [2] 67/5 67/12 research [5] 8/16 13/17 14/4 14/5 14/6 researcher [1] 44/4 researchers [2] 46/2 67/20 respect [1] 64/6 responsible [1] 20/14 rest [3] 7/2 12/22 18/16 restore [1] 14/12 restrictive [1] 62/7 result [10] 15/23 16/2 17/20 35/16 42/20 43/8 46/13 49/5 49/7 71/14 results [3] 19/17 47/16 48/12 retain [9] 51/5 52/2 52/10 52/21 53/9 56/3 57/5 59/1 59/20 retained [1] 24/4 retaining [1] 60/15 retains [2] 55/8 55/8 retention [2] 50/23 51/15 retired [2] 15/10 19/5 returning [1] 74/20 revenues [2] 57/13 57/14 reverted [1] 43/12 RICHARD [3] 1/10 6/4 40/10 right [36] 7/9 9/9 10/1 10/13 10/16 11/14 13/1 13/4 16/15 19/6 20/2 22/22 22/25 27/25 28/1 28/6 28/19 29/3 29/25 36/15 37/7 39/5 41/18 41/20 42/14 50/17 51/9 53/15 54/19 56/17 60/8 62/15 69/23 70/22 74/8 74/13 right-hand [1] 51/9 rise [2] 6/2 75/5 rises [4] 51/20 52/5 52/12 59/9 rising [2] 45/4 63/14 rival [3] 27/7 30/2 47/16 rivals [1] 27/10 rivera [3] 1/14 1/19 6/22 RMR [2] 76/2 76/8 role [5] 17/5 17/13 22/1 23/16 24/25 room [2] 4/5 71/12 roughly [9] 25/25 32/15 35/21 36/1 36/2 36/4 37/15 44/7 47/14 row [3] 53/5 60/2 60/10 rows [2] 63/5 63/7 ruled [1] 9/19 run [1] 47/6 S said [12] 15/7 24/3 29/5 33/10 34/9 34/12 60/17 64/10 65/10 67/19 71/6 74/21 sale [3] 67/4 67/11 67/16 same [32] 16/17 21/8 21/13 24/8 25/16 26/21 26/22 27/3 29/6 29/7 29/11 29/16 31/15 31/23 34/5 34/18 34/19 36/1 44/15 44/22 46/2 46/5 46/6 46/16 47/18 47/22 48/3 49/4 52/17 56/21 69/11 69/12 save [2] 6/4 33/10 savings [1] 33/15 say [39] 15/20 18/11 22/15 24/11 25/9 26/5 28/15 32/12 32/22 33/22 37/15 37/22 38/12 38/18 39/2 39/16 39/20 40/8 40/15 43/10 43/13 44/9 44/15 45/22 47/7 51/15 52/2 53/14 54/2 54/20 55/6 57/10 58/15 59/19 62/9 62/24 66/3 68/15 70/4 saying [8] 22/8 33/13 33/17 38/15 38/24 46/11 57/1 71/19 says [6] 20/12 45/8 46/20 56/2 58/2 58/5 scale [1] 65/20 scenario [24] 51/8 52/11 52/15 52/17 52/18 53/6 53/10 54/20 42/9 43/12 70/24 70/25 54/24 55/5 55/10 58/14 show [1] 69/2 59/1 59/3 59/18 60/9 shown [1] 60/9 60/14 60/18 60/24 shows [8] 40/12 41/22 63/11 63/13 63/17 69/2 42/16 51/2 52/19 53/5 55/13 68/8 70/3 scenarios [3] 47/7 52/2 shrinking [1] 67/3 52/9 side [2] 35/21 35/24 sides [1] 11/17 Scheffler [1] 40/10 school [2] 11/2 13/15 signed [1] 74/2 significant [28] 17/12 Scott [2] 1/13 6/16 17/24 18/6 42/2 42/24 Scott Fitzgerald [1] 43/4 44/1 51/13 51/24 6/16 53/1 53/11 55/1 55/3 scott.fitzgerald [1] 55/11 55/15 58/6 58/8 1/18 Scripts [3] 25/5 31/13 58/18 58/22 59/10 63/18 63/20 66/18 34/6 67/23 68/9 69/4 69/6 Sean [2] 3/20 9/5 71/25 Sean McConnell [1] 9/5 significantly [1] 52/6 similar [1] 25/22 seated [2] 6/6 10/15 second [11] 11/8 15/15 similarly [1] 33/17 16/5 16/11 18/5 26/11 simultaneously [1] 31/9 60/20 65/10 69/1 19/14 73/22 since [5] 15/10 15/16 26/3 30/8 51/12 Section [1] 1/22 single [1] 58/16 Security [1] 19/2 see [7] 12/3 43/18 60/3 sir [11] 11/13 21/19 23/17 23/23 32/3 32/8 68/2 72/1 72/2 75/3 36/8 41/11 60/21 64/4 seems [1] 56/16 74/16 sees [1] 46/8 sit [2] 7/2 12/15 segment [1] 12/19 sizes [1] 65/19 selling [1] 73/20 slide [18] 10/20 10/22 SENIOR [1] 1/10 10/24 10/25 11/11 sense [8] 23/2 23/10 24/8 29/2 47/18 52/23 11/11 42/3 42/16 49/19 49/22 49/25 50/5 51/1 71/1 73/15 53/2 58/21 60/10 62/23 separate [2] 16/14 66/22 50/11 slides [1] 12/7 serves [1] 18/12 Slow [1] 67/6 service [13] 26/16 26/19 26/22 26/25 27/4 smaller [4] 31/22 62/2 62/3 62/4 27/7 27/8 29/6 31/1 31/11 34/19 34/25 35/7 so [264] services [12] 14/4 24/3 So I think [10] 15/5 24/5 25/15 26/20 28/17 30/18 54/20 57/4 61/23 65/4 65/19 66/18 67/22 28/25 29/17 32/23 69/17 35/19 62/17 69/11 so if you [3] 51/25 servicing [1] 24/20 56/21 58/21 session [2] 1/8 6/4 set [3] 23/5 23/6 23/10 so it's [2] 30/22 57/17 setting [4] 22/20 23/2 So this is [5] 14/23 18/20 19/14 38/23 23/3 23/24 68/21 seven [2] 55/1 58/22 several [5] 9/19 13/22 So this merger [1] 28/23 14/2 61/24 68/8 So this shows [1] 51/2 severe [1] 43/6 So this transaction [2] share [21] 18/1 18/3 27/2 27/9 29/15 30/10 17/10 43/25 30/13 39/12 47/2 59/6 Sol [1] 13/15 59/6 59/21 60/4 60/5 Sol Price [1] 13/15 60/12 62/17 63/2 63/8 sold [1] 50/17 63/25 65/25 66/2 solve [1] 66/24 solved [3] 34/17 34/23 sharing [1] 22/10 64/20 she [1] 44/5 some [36] 11/5 11/6 shop [1] 16/7 12/14 13/17 14/15 15/3 shot [1] 71/4 should [6] 15/15 33/8 18/17 22/18 22/18 86 S some... [27] 23/10 24/4 24/8 28/17 28/25 29/15 31/12 33/15 35/7 37/21 43/13 47/18 49/15 49/17 50/16 50/20 53/14 53/19 54/11 60/6 64/15 66/16 68/12 69/3 69/5 73/16 74/10 somehow [2] 53/7 63/24 someone [3] 12/15 22/13 56/10 something [9] 10/18 11/8 18/22 23/6 25/22 27/24 32/2 40/6 54/2 sometimes [1] 23/13 somewhat [1] 30/20 Sood [6] 9/10 10/11 10/17 13/8 13/12 13/14 sorry [2] 9/24 66/4 sort [1] 34/5 source [1] 19/7 speaking [1] 14/7 specific [8] 9/21 70/1 70/2 70/8 70/11 70/11 70/12 70/15 specifically [4] 64/6 66/7 68/15 69/19 spend [2] 37/15 57/11 spending [1] 35/13 spent [4] 36/11 37/3 37/22 37/24 spmcconnell [1] 3/24 Spring [1] 2/8 St [1] 2/12 standalone [1] 14/21 start [5] 10/17 49/24 51/4 56/6 59/21 starts [3] 21/1 60/11 61/11 state [10] 2/2 2/6 6/10 7/8 7/9 7/11 7/14 17/17 66/23 68/7 statement [2] 64/9 66/20 statements [3] 37/14 38/12 56/19 states [19] 1/1 1/3 1/10 1/13 6/2 6/5 6/8 6/13 6/16 6/19 6/22 7/4 7/7 7/15 8/15 9/13 10/3 17/17 32/14 stay [3] 26/3 50/19 58/9 steal [1] 73/6 stenography [1] 4/7 step [2] 58/4 74/17 stick [1] 51/16 still [16] 34/18 35/1 54/8 54/13 54/21 54/21 58/1 58/17 58/22 63/14 63/18 63/19 64/2 64/16 69/5 74/8 stop [3] 21/18 60/20 61/3 stores [1] 72/8 strained [1] 75/1 strategy [1] 35/1 T stream [1] 56/16 table [4] 7/1 11/24 Street [6] 1/15 1/23 2/8 32/11 32/13 2/17 3/3 3/21 take [17] 12/21 24/19 strengthen [3] 27/19 25/18 27/2 27/9 29/15 28/12 29/2 30/9 47/19 52/9 55/5 strengthened [1] 28/20 56/15 56/21 58/14 60/6 strengthens [1] 28/23 63/25 74/5 74/25 strong [6] 17/25 18/4 takes [3] 20/11 39/11 52/1 63/19 69/5 69/9 63/9 stronger [5] 27/1 27/9 taking [4] 59/21 60/11 65/6 66/4 66/5 61/1 61/11 strongly [1] 52/20 talk [3] 20/5 40/6 68/12 structural [2] 46/19 talked [1] 58/16 47/21 talking [4] 27/21 37/24 structure [1] 67/22 59/15 66/7 studies [6] 45/10 47/18 Tallahassee [1] 2/3 48/2 48/7 48/10 60/23 technically [1] 23/4 study [2] 46/1 46/2 tell [2] 54/10 74/4 subjects [1] 14/7 terms [1] 44/23 submit [2] 20/9 48/22 Tesla [3] 25/19 25/21 subscribers [7] 56/25 25/21 57/1 59/21 65/15 73/6 test [2] 72/24 73/19 73/8 73/10 TESTIFIED [1] 13/9 subsequently [1] 67/2 testify [3] 11/11 14/8 subsidies [2] 15/23 74/8 16/5 testimony [7] 9/10 subsidized [1] 20/4 10/24 12/22 12/23 subsidizes [5] 15/17 14/10 14/16 71/6 15/18 20/17 20/22 21/3 than [21] 13/21 15/20 subsidizing [2] 16/3 15/22 27/7 27/12 39/16 21/5 42/19 42/21 42/23 43/9 subsidy [9] 18/22 43/19 46/9 57/20 63/14 18/23 19/3 20/5 20/15 64/18 65/5 65/6 66/4 20/17 20/20 64/12 66/5 71/19 74/22 64/18 Thank [10] 10/9 11/16 subsidy-eligible [1] 12/5 12/17 13/3 20/2 64/12 38/6 74/18 74/19 75/4 substantial [1] 41/24 Thank you [6] 13/3 subtle [1] 31/3 20/2 38/6 74/18 74/19 such [9] 10/19 14/2 75/4 19/1 32/25 32/25 57/4 that [289] 59/20 63/25 69/14 that's [23] 11/6 18/2 such-and-such [1] 22/25 32/25 35/21 32/25 35/24 39/3 46/13 47/9 sudden [1] 60/25 48/21 50/3 50/4 53/21 suffer [1] 19/9 57/2 57/9 57/13 57/19 sufficient [1] 67/17 57/21 64/21 64/22 Suite [6] 1/16 1/23 2/9 66/22 69/15 73/8 3/4 3/16 3/22 their [23] 18/1 18/16 sum [1] 24/11 20/10 21/16 28/12 summarize [2] 68/16 29/15 30/7 30/9 33/23 69/1 43/21 43/23 47/17 Supplemental [1] 19/1 55/23 56/9 56/19 60/12 supplier [1] 26/20 61/3 61/5 61/20 66/1 supply [1] 13/24 66/21 67/3 71/22 suppose [5] 31/9 35/6 them [22] 13/1 16/10 37/13 52/10 70/3 17/2 25/7 33/5 33/13 sure [16] 11/6 13/20 33/14 47/22 50/11 14/19 17/7 18/13 20/7 50/20 52/22 53/19 32/1 40/9 40/17 49/23 53/20 54/11 55/18 57/8 50/1 59/23 61/22 65/3 60/7 60/23 61/14 61/16 71/21 74/12 61/18 72/5 survive [1] 75/2 themselves [4] 22/19 sworn [2] 10/12 13/9 24/4 27/7 34/14 system [2] 25/22 26/2 then [23] 10/20 12/22 15/8 15/21 20/17 21/17 22/12 23/8 27/9 31/22 32/25 39/19 42/21 42/24 46/24 47/1 48/22 52/1 54/17 62/24 67/17 72/22 72/24 theoretical [3] 48/14 49/12 59/17 theoretically [1] 48/18 theory [3] 48/16 48/20 69/16 there [60] 7/1 10/5 10/19 12/1 12/2 15/5 15/23 18/14 20/19 21/7 21/10 21/18 22/10 29/23 30/18 31/3 33/10 35/7 39/5 39/19 39/20 39/20 43/4 43/22 44/16 44/20 44/20 45/10 48/17 49/22 53/10 53/11 55/1 55/3 57/23 58/5 58/17 58/22 58/25 60/20 62/24 64/5 66/18 67/7 67/20 67/21 68/9 68/14 69/3 69/3 69/5 69/6 70/1 70/2 70/4 70/10 70/11 70/14 71/9 72/3 there's [15] 23/5 23/15 32/14 39/20 42/3 42/21 44/4 46/1 51/13 52/15 58/2 58/11 59/10 73/12 73/13 therefore [1] 45/25 these [60] 7/3 7/4 15/23 18/18 19/5 21/2 21/17 25/15 33/4 33/11 33/12 34/16 34/22 38/20 38/20 38/22 40/11 42/11 44/13 44/19 45/9 45/10 46/3 46/15 47/5 48/4 48/8 48/10 48/13 48/15 48/17 50/12 50/19 51/6 52/21 53/9 53/14 55/17 56/3 56/12 56/13 57/6 57/6 57/10 57/12 57/18 57/23 59/25 63/13 64/15 66/3 67/15 68/11 69/15 71/14 71/15 72/4 72/8 73/16 73/23 they [122] they'll [1] 54/10 they're [26] 15/10 19/5 19/6 22/8 22/20 23/24 24/23 28/10 32/4 32/5 32/9 32/11 33/4 33/17 38/15 39/14 41/12 46/11 48/21 53/17 54/8 57/19 58/10 60/16 61/15 62/16 they've [3] 10/22 37/9 37/11 thing [12] 10/19 15/7 18/5 30/5 31/6 31/9 36/22 43/13 44/15 46/13 49/4 69/13 things [4] 29/17 33/3 39/24 74/11 think [51] 15/5 16/1 19/19 19/20 20/1 20/9 26/1 26/21 26/24 27/21 29/23 30/18 35/4 38/17 41/1 49/19 50/3 53/5 54/8 54/8 54/20 54/20 56/2 56/7 57/4 58/1 58/8 58/12 59/2 59/12 61/23 62/7 62/11 62/16 65/4 65/5 65/19 66/18 67/22 68/16 69/9 69/17 69/21 70/14 71/12 71/24 73/3 73/15 73/18 74/3 75/2 thinking [2] 24/16 33/7 third [6] 20/22 26/13 46/4 46/17 47/21 69/13 this [123] those [40] 11/20 13/22 15/22 16/6 16/14 18/15 20/11 21/2 21/5 21/6 21/20 21/21 25/25 30/3 30/24 31/15 32/17 33/3 33/15 33/21 33/22 37/16 38/14 45/19 53/10 54/3 63/5 63/6 63/7 63/23 63/23 68/10 69/8 71/9 71/9 72/10 73/10 73/13 73/14 74/10 though [1] 47/19 three [20] 21/3 23/15 23/22 25/1 25/5 28/4 31/19 31/21 34/2 45/10 47/18 47/22 48/2 48/10 48/15 49/4 49/12 50/11 65/5 66/3 threshold [7] 18/24 20/25 43/19 51/12 52/6 52/12 63/16 through [4] 18/16 18/17 29/8 36/7 till [1] 60/12 time [11] 17/10 25/16 44/9 44/13 44/15 44/22 45/5 45/16 45/17 45/19 46/9 timely [1] 67/17 times [6] 35/9 36/4 56/9 56/11 56/16 66/13 titled [1] 76/4 today [5] 10/24 12/23 13/1 13/19 14/8 today's [1] 14/9 together [1] 49/13 too [3] 7/6 39/25 57/3 took [2] 46/18 46/19 top [9] 28/4 31/19 31/20 34/13 34/16 34/22 38/13 38/14 38/15 top-two [1] 34/13 topic [1] 26/3 total [3] 20/10 33/8 33/11 touched [1] 66/13 towards [2] 37/20 37/21 track [1] 33/1 87 T traditional [2] 48/24 49/1 transaction [18] 14/16 15/13 16/1 16/2 17/10 17/21 19/20 41/7 43/25 52/24 53/1 56/6 58/7 59/19 66/1 68/13 69/22 73/3 transcript [3] 1/9 4/7 76/3 transcription [1] 4/7 transformed [1] 72/8 translates [1] 56/22 treat [1] 42/17 treating [1] 50/10 trends [2] 43/16 46/15 trial [1] 10/21 triples [1] 54/25 trying [4] 32/10 32/20 41/16 48/21 two [26] 12/20 12/23 15/25 17/24 19/12 25/25 30/11 31/13 33/10 33/22 34/13 34/16 34/22 43/22 44/17 46/4 47/10 52/9 53/22 63/5 63/7 64/17 67/20 69/8 74/22 74/24 two conditions [1] 19/12 type [1] 11/9 typical [2] 14/24 53/21 typically [2] 15/10 40/22 6/8 UnitedHealth [1] 34/20 universities [1] 10/23 unlike [1] 14/24 unlikely [3] 59/2 67/16 70/12 unsuccessful [1] 67/2 until [1] 74/25 up [23] 10/11 24/11 28/22 33/4 37/1 39/24 39/25 40/2 40/2 40/4 40/5 41/10 41/12 41/23 46/20 47/12 47/14 58/4 59/12 62/11 68/22 68/24 72/23 us [2] 7/1 32/24 USC [1] 10/18 usdoj.gov [4] 1/17 1/18 1/19 1/25 use [10] 10/25 11/18 38/9 47/1 48/20 48/24 49/4 54/6 54/9 54/12 used [5] 11/9 40/3 40/21 42/7 48/18 useful [2] 12/8 49/19 uses [1] 22/14 using [6] 11/20 22/16 23/25 40/11 55/19 73/17 V value [1] 56/15 varies [1] 21/15 variety [1] 26/7 various [2] 42/6 49/17 verifiable [1] 70/8 Vermont [1] 3/15 U versus [4] 6/8 39/10 U.S [5] 1/14 1/20 3/11 52/21 65/1 4/4 38/13 vertical [1] 71/23 U.S. [1] 8/19 17/25 18/20 very [10] U.S. PIRG [1] 8/19 19/4 30/22 47/19 55/22 U.S.C [2] 13/16 26/17 57/15 62/7 67/7 71/3 Uh [4] 28/2 32/16 32/18 viable [1] 58/10 37/8 71/8 view [1] Uh-huh [4] 28/2 32/16 66/14 views [1] 32/18 37/8 28/1 63/2 virtue [2] ultimately [2] 41/8 49/3 vis [4] 27/20 27/20 unable [1] 68/8 28/13 28/13 under [4] 10/14 22/21 vis-à-vis [2] 27/20 49/16 51/18 28/13 underlying [1] 40/4 visits [1] 16/24 understand [8] 10/17 68/23 21/24 32/1 32/5 32/15 vulnerable [1] 49/15 55/16 71/11 W understanding [6] Wabash [1] 3/7 16/9 24/7 52/22 52/24 want [15] 11/20 11/23 54/5 71/22 14/9 14/14 16/10 21/17 uniform [1] 21/11 36/25 53/8 53/19 54/11 unit [1] 41/25 69/1 72/16 72/17 72/22 UNITED [18] 1/1 1/3 73/1 1/10 1/13 6/2 6/5 6/8 wanted [7] 35/1 38/10 6/13 6/16 6/19 6/22 7/4 57/23 58/3 58/4 63/25 7/7 8/15 9/13 10/3 25/7 68/14 32/14 wanting [1] 54/18 United States [7] 6/13 was [21] 10/19 11/9 6/16 6/22 7/7 8/15 9/13 13/25 19/25 36/23 10/3 36/23 44/16 45/14 United States of [1] 45/15 45/17 53/3 57/23 57/24 64/1 64/13 66/4 66/5 67/21 70/10 71/19 71/22 Washington [10] 1/5 1/16 1/24 2/7 2/13 2/17 3/16 3/22 4/5 7/16 wasn't [2] 66/1 67/21 water [4] 12/12 12/13 12/13 12/14 way [11] 11/17 18/17 20/22 52/12 57/3 57/9 57/17 58/7 64/1 68/7 72/16 ways [6] 21/3 30/11 31/3 33/10 33/23 61/24 wc.com [1] 2/14 we [28] 7/2 9/18 11/11 12/20 12/24 12/25 15/15 16/1 18/3 18/3 19/19 27/21 31/22 32/22 32/25 33/13 33/18 33/19 40/18 55/2 55/6 56/24 60/3 60/18 66/16 68/17 68/22 74/21 We will [2] 12/24 12/25 we'll [5] 12/21 12/21 12/22 74/20 74/25 we're [18] 9/9 10/25 12/19 13/2 13/18 17/21 26/3 33/15 33/20 33/20 38/15 38/19 39/2 74/4 74/14 74/22 74/23 74/23 we've [5] 32/20 33/13 50/17 64/5 66/13 weaker [1] 65/4 Welcome [15] 6/14 6/17 6/20 7/18 7/22 7/25 8/3 8/6 8/10 8/13 8/17 8/20 8/24 9/3 9/7 well [22] 7/2 7/9 10/23 13/23 16/24 17/18 19/4 25/12 28/24 29/21 30/15 32/22 40/20 50/4 58/14 59/15 59/17 67/22 71/4 71/11 71/17 74/4 well-known [1] 40/20 WellCare [87] WellCare's [4] 51/19 55/16 59/5 64/25 went [3] 10/18 36/7 39/24 were [21] 12/6 14/16 24/5 24/6 25/19 25/25 27/22 34/24 34/25 43/20 43/22 43/22 44/8 46/16 50/14 53/14 55/18 59/15 65/7 71/19 71/24 weren't [1] 71/20 Wharton [1] 46/17 what [78] what'll [3] 17/20 35/25 50/15 what's [4] 9/17 9/23 10/2 31/5 what-if [1] 47/7 whatever [2] 11/10 73/13 WHATLEY [2] 3/3 8/8 Whatley Kallas [1] 8/8 whatleykallas.com [1] 3/5 when [22] 10/21 11/15 28/22 32/4 32/9 32/19 33/7 33/11 33/11 33/19 37/10 37/22 39/5 46/11 53/17 65/7 65/16 65/17 68/2 71/17 73/5 74/2 Whenever [1] 12/4 where [31] 13/2 14/24 17/11 34/2 39/18 43/6 45/14 45/15 45/16 45/20 48/20 48/21 48/22 48/25 49/1 52/2 52/15 53/11 54/20 55/1 55/3 58/18 58/22 59/1 59/8 60/14 66/21 66/23 68/21 69/3 69/5 whether [8] 41/1 41/9 49/9 52/24 55/14 68/22 70/17 70/20 which [55] 7/15 11/9 14/5 14/10 14/16 14/24 16/23 16/25 18/7 18/9 18/24 21/17 21/23 22/17 22/21 23/6 25/6 25/6 25/6 27/3 27/9 28/3 31/3 33/23 34/14 34/20 40/25 41/23 43/3 43/21 43/22 43/23 45/18 46/4 46/6 47/22 48/2 52/10 53/6 55/22 56/2 56/2 56/4 59/2 60/10 62/25 63/8 65/18 68/17 69/4 70/1 70/22 72/7 72/25 73/19 whichever [1] 58/7 who [17] 9/11 14/22 16/18 16/20 18/18 19/15 21/20 24/22 24/23 26/19 27/22 28/9 32/23 53/14 54/18 57/23 72/18 who's [1] 55/19 wholesaler [1] 36/20 why [6] 35/8 40/16 44/12 56/10 57/19 63/6 widely [1] 48/8 will [63] 7/1 9/11 10/5 10/24 11/6 11/18 11/21 12/2 12/15 12/24 12/25 14/11 17/22 19/18 20/13 21/13 22/10 22/13 22/17 23/25 26/19 27/4 27/8 28/6 28/7 31/11 31/15 34/11 34/18 35/8 35/10 38/20 39/5 39/6 39/15 45/24 45/25 48/23 49/5 49/8 49/13 49/19 50/5 50/16 51/16 51/17 52/22 52/23 52/25 52/25 56/3 60/7 60/25 64/10 64/17 66/15 68/5 68/24 69/3 69/8 72/7 73/23 73/25 William [4] 4/2 76/2 76/7 76/8 WILLIAMS [2] 2/12 7/20 willing [1] 57/20 within [3] 19/13 21/14 24/8 witness [7] 5/2 9/10 10/14 12/8 12/12 13/8 74/23 witnesses [5] 5/4 12/24 14/17 74/23 74/24 witnesses' [1] 12/23 won't [2] 12/20 74/21 wonderful [1] 75/1 work [1] 35/5 working [2] 19/6 45/14 works [1] 51/2 would [84] wouldn't [4] 28/12 29/5 57/5 57/14 wrong [2] 28/7 41/3 Y yahoo.com [1] 3/13 yeah [9] 23/1 23/2 37/25 40/17 40/18 61/7 62/1 62/8 62/20 year [21] 10/21 44/7 53/22 53/23 53/24 53/25 54/5 54/7 54/9 54/12 54/15 55/20 56/9 56/11 56/13 56/13 57/8 57/9 57/11 57/12 57/14 years [8] 10/19 18/19 25/25 53/22 54/3 67/5 67/12 67/20 yes [44] 6/24 11/13 16/13 21/9 21/19 22/4 23/17 23/23 24/1 24/14 25/4 25/13 28/5 29/10 29/22 32/3 32/8 32/8 33/2 33/6 36/8 36/14 36/17 36/19 36/21 36/24 37/4 38/11 38/25 40/1 41/11 41/19 42/12 54/4 58/20 60/21 61/2 63/4 64/4 67/10 70/19 70/23 71/16 74/16 you [191] you know [4] 28/8 69/2 70/7 71/8 you'd [1] 72/22 you'll [2] 74/7 74/7 you're [28] 10/5 11/3 11/15 12/4 24/16 28/19 28/24 28/24 33/12 35/6 35/15 35/19 35/20 35/23 37/23 39/5 41/20 50/7 56/12 56/13 56/25 57/13 62/15 64/22 67/7 71/13 72/25 73/20 you've [5] 11/10 49/15 58/15 60/22 60/23 88 Y your [63] 6/10 6/12 6/15 6/18 6/21 6/24 7/19 7/23 8/1 8/4 8/7 8/11 8/14 8/18 8/25 9/4 9/12 9/17 9/18 9/24 10/2 10/8 10/13 10/24 11/3 11/9 12/5 13/3 13/12 13/13 13/17 14/25 14/25 14/25 15/3 16/23 18/23 20/20 27/8 27/8 30/12 30/23 31/11 31/16 31/17 35/19 36/9 36/16 38/8 39/23 40/4 50/4 55/25 55/25 58/14 62/10 64/25 66/14 71/4 73/1 73/6 74/18 75/4 Your Honor [22] 6/12 6/15 6/18 6/24 7/19 7/23 8/1 8/4 8/7 8/11 8/14 8/18 8/25 9/4 9/12 9/18 9/24 10/8 13/3 31/17 74/18 75/4 yourself [1] 27/12 Z Zaremba [4] 4/2 76/2 76/7 76/8 zero [2] 20/21 52/18 zero percent [1] 52/18 zone [1] 20/24